美力科技: 北京德恒律师事务所关于浙江美力科技股份有限公司向不特定对象发行可转换公司债券的法律意见

Core Viewpoint - Zhejiang Meili Technology Co., Ltd. is issuing convertible bonds to unspecified objects, with legal opinions provided by Beijing Deheng Law Firm, confirming the legality and compliance of the issuance process [1][3][5]. Group 1: Legal Framework and Compliance - The issuance of convertible bonds is governed by relevant laws including the Company Law and Securities Law, and the legal opinions are based on thorough due diligence and compliance with regulatory requirements [3][7][11]. - The board of directors and shareholders' meeting have legally approved the issuance, and the procedures followed are in accordance with national laws and the company's articles of association [8][10][11]. Group 2: Financial Performance and Use of Proceeds - The company reported net profits of -37.63 million yuan, 40.70 million yuan, and 106.69 million yuan for the years 2022, 2023, and 2024 respectively, indicating a positive trend in profitability [13]. - The funds raised from the bond issuance, estimated at 300 million yuan, will be used for industrial projects including the production of 2 million smart suspensions and 10 million electric and hydraulic drive elastic components, as well as for working capital [14][21]. Group 3: Corporate Structure and Governance - The company is a legally established and operational joint-stock company, with its stock publicly traded on the Shenzhen Stock Exchange since February 20, 2017 [9][10]. - The governance structure includes a board of directors, supervisory board, and various committees, ensuring compliance with the Securities Law and effective operational management [12][18]. Group 4: Independence and Related Transactions - The company maintains operational independence from its controlling shareholders and does not engage in any significant related party transactions that could harm shareholder interests [23][27]. - Measures have been taken to avoid any potential conflicts of interest or competition with related parties, ensuring transparency and fairness in operations [27].