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爱柯迪: 浙江天册律师事务所关于爱柯迪股份有限公司发行股份及支付现金购买资产并募集配套资金的补充法律意见书(三)

Core Viewpoint - The document provides a supplementary legal opinion regarding the acquisition of assets by Aikodi Co., Ltd. through the issuance of shares and cash payment, along with the fundraising of supporting funds, addressing inquiries from the Shanghai Stock Exchange [2][3]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws and regulations, including the Company Law, Securities Law, and relevant regulatory guidelines [1]. - The supplementary legal opinion is a continuation of previous legal opinions issued by the law firm, confirming the validity of earlier assessments [2]. Group 2: Employee Stock Incentive Program - The targeted company terminated its employee stock incentive program due to changes in external conditions and the financial needs of some incentive participants, which was deemed reasonable [4][5]. - All original partners of Ningbo Xiejin, involved in the stock incentive program, were employees of the targeted company at the time of their partnership [5]. Group 3: Asset and Debt Management - The targeted company holds four land use rights, all of which are mortgaged, and the loans are primarily for construction and operational purposes [10][15]. - The company has not engaged in borrowing for others, and the debt repayment risk is considered low, with no significant adverse effects on asset ownership [16]. Group 4: Financial Performance Indicators - Key financial ratios indicate a stable financial position, with a current ratio of 1.38 to 1.86 over the reporting periods, and an asset-liability ratio lower than industry averages [12][13]. - The interest coverage ratio has decreased due to increased interest expenses from new loans, but the company maintains strong operational cash flow, ensuring good debt repayment capability [14][15].