GRIAM(SH:600206) Zheng Quan Zhi Xing·2025-08-08 16:11Core Viewpoint - The legal opinion letter from Beijing Jiayuan Law Firm confirms that Youyan New Materials Co., Ltd. is authorized to issue A-shares to specific investors and list them on the main board, following the necessary legal and regulatory procedures [2][5][12]. Group 1: Issuance Details - The company plans to issue A-shares to its controlling shareholder, China Youyan Group, at a price of 7.05 yuan per share, which is adjusted from an initial price of 7.16 yuan due to a cash dividend of 0.109 yuan per share [8][14]. - The total number of shares to be issued is 45,375,887, not exceeding 30% of the company's total share capital prior to the issuance [9]. - The total amount of funds to be raised is capped at 319,900,007.18 yuan, which will be used to repay specific national debt obligations [9][16]. Group 2: Approval Process - The board of directors approved the issuance plan on September 20, 2024, and subsequent adjustments were made on July 29, 2025, with independent directors reviewing the related proposals [6][7]. - The issuance plan was also approved by the shareholders' meeting, with related parties abstaining from voting due to the nature of the transaction [7][12]. Group 3: Compliance and Legal Framework - The issuance complies with the Company Law, Securities Law, and relevant regulations, ensuring that all necessary legal procedures have been followed [12][18]. - The funds raised will not be used for financial investments and will adhere to national industrial policies and environmental regulations [16][17]. Group 4: Shareholder Structure and Control - Prior to the issuance, China Youyan Group holds 33.09% of the company's shares, which will increase to 36.49% post-issuance, triggering a mandatory tender offer obligation [14][15]. - China Youyan Group has committed to a 36-month lock-up period for the shares acquired through this issuance [10][15]. Group 5: Financial and Operational Independence - The company maintains operational independence from its controlling shareholder, with no significant related party transactions that could harm the interests of minority shareholders [19]. - The company has confirmed that it does not engage in significant financial investments or face any major legal disputes that could impact its operations [18][21].