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山大电力: 上海市通力律师事务所关于公司首次公开发行股票并在创业板上市的法律意见书及补充法律意见书

Core Viewpoint - Shandong SD Electric Power Technology Co., Ltd. is preparing for its initial public offering (IPO) of ordinary shares in RMB and listing on the ChiNext board, with legal opinions confirming compliance with relevant laws and regulations [1][4][13]. Group 1: Approval and Authorization for the Issuance - The company held board meetings on July 6, 2022, and April 20, 2023, to approve the IPO and related fundraising projects [7][9]. - The company convened temporary shareholders' meetings on July 22, 2022, and May 6, 2023, to pass resolutions regarding the IPO and fundraising feasibility [9][10]. Group 2: Issuer's Qualifications - The company is a legally established and effectively existing joint-stock company, having obtained its business license on July 4, 2017 [14][19]. - The company has a clear and complete asset ownership structure, with no legal risks associated with its establishment and operations [26][30]. Group 3: Substantial Conditions for the Issuance - The IPO shares will be ordinary shares (A-shares) with equal rights as existing shares, meeting the requirements of the Company Law [15][20]. - The company reported audited net profits of RMB 73.09 million, RMB 75.53 million, and RMB 76.99 million for the years 2020, 2021, and 2022, respectively, indicating ongoing operational capability [15][21]. Group 4: Independence of the Issuer - The company operates independently from its controlling shareholder, Shandong University, with no unfair related transactions [22][23]. - The company has established a complete and independent organizational structure, including R&D, production, and sales departments [22][23]. Group 5: Shareholders and Capital Structure - The company has 21 shareholders, with a total share capital of 12.216 million shares, and the controlling shareholder, Shandong Capital, holds 40.148% of the shares [25][27]. - The company’s founding shareholders include various individuals and entities, all of whom meet the legal qualifications to be shareholders [24][26].