比依股份: 北京市君合律师事务所关于浙江比依电器股份有限公司向特定对象发行股票的法律意见书

Group 1 - The legal opinion letter is issued by JunHe Law Offices regarding Zhejiang Biyi Electric Co., Ltd.'s issuance of A-shares to specific targets, ensuring compliance with relevant Chinese laws and regulations [1][2][3] - The issuance has been approved by the company's shareholders and the board of directors, confirming that all procedures and qualifications meet the requirements of the Company Law and the company's articles of association [4][5] - The company is legally established and in good standing, with its shares listed on the Shanghai Stock Exchange, thus qualifying for the issuance [5][7] Group 2 - The issuance will raise no more than 624.3749 million yuan, with all proceeds allocated to the construction of the Smart Kitchen Appliance Project in the China-Italy Industrial Park [9] - The issuance is compliant with the relevant conditions set forth in the Registration Management Measures, and the shares will be of the same class, with equal rights [6][12] - The issuance price will not be lower than 80% of the average trading price over the previous 20 trading days, ensuring fair pricing [10][11] Group 3 - The company has confirmed that its current directors, supervisors, and senior management have not faced administrative penalties from the China Securities Regulatory Commission in the past three years [8] - The company has no significant legal issues or violations that would hinder its ability to proceed with the issuance [8][9] - The company maintains independence in its operations, assets, and financials, with no major defects in its independence [14] Group 4 - The company has established a comprehensive governance structure, including a clear decision-making process for related party transactions, ensuring protection of shareholder interests [30][33] - There are no significant related party transactions that could harm the interests of the company or its shareholders [26][33] - The company has committed to avoiding competition with its controlling shareholder and actual controller, ensuring no adverse impact on its operations [30]