Core Viewpoint - The legal opinion letter confirms that the issuance of shares by Softcom Power Technology (Group) Co., Ltd. to specific investors complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [6][10][19]. Group 1: Approval and Authorization of the Issuance - The company has provided necessary documents for the issuance, including board and shareholder meeting records, which have been verified for legality and effectiveness [6][9]. - The issuance of shares is authorized and meets the requirements set forth in the Company Law [19]. Group 2: Qualification of the Issuer - The company’s business license, articles of association, and other relevant documents have been reviewed, confirming the issuer's qualifications for the share issuance [6][9][20]. - The issuer has no circumstances that would terminate its qualification for the issuance [19]. Group 3: Substantive Conditions for Issuance - The issuance meets the substantive conditions outlined in the Company Law, Securities Law, and Registration Management Measures [8][10][19]. - The shares to be issued are domestic listed RMB ordinary shares (A shares), with each share having equal rights [10][19]. Group 4: Compliance with Securities Law - The issuance is directed to no more than 35 specific investors and does not involve public solicitation, complying with the Securities Law [10][19]. Group 5: Compliance with Registration Management Measures - The company has not changed the use of previously raised funds without correction, and there are no adverse audit opinions on recent financial reports, meeting the requirements of the Registration Management Measures [12][19]. Group 6: Independence of the Issuer - The issuer operates independently from its controlling shareholders and has a complete business system capable of independent market operations [22][23]. Group 7: Business and Financial Health - The issuer's main businesses include "smart products and electronic business" and "digital energy and intelligent computing services," indicating a focus on technology and innovation [24]. - The issuer has no significant debts or liabilities that would adversely affect its operations or the current issuance [26]. Group 8: Use of Raised Funds - The funds raised will be used in compliance with national industrial policies and will not involve financial investments or transactions that could lead to conflicts of interest [34][35]. Group 9: Legal Compliance and Risk Assessment - The legal opinion confirms that the issuance complies with all relevant laws and regulations, and the company is prepared to fulfill the necessary registration procedures with the Shenzhen Stock Exchange and the China Securities Regulatory Commission [37].
软通动力: 北京市中伦律师事务所关于软通动力信息技术（集团）股份有限公司向特定对象发行股票的法律意见书