DBG(SZ:300735) Zheng Quan Zhi Xing·2025-08-14 08:19Core Viewpoint - The legal opinion issued by Zhonglun Law Firm confirms that Huizhou Guanghong Technology Co., Ltd. is compliant with relevant laws and regulations for its 2024 A-share issuance to specific investors, pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][11][23]. Group 1: Issuance Approval and Authorization - The board and shareholders' resolutions regarding the issuance are legal and valid [6][11]. - The issuer has obtained necessary approvals and authorizations as of the date of the legal opinion [6][11]. Group 2: Issuer's Qualifications - The issuer is a legally established company with its stocks listed on the Shenzhen Stock Exchange, qualifying for the issuance [6][11]. - The issuer is in good standing and has not encountered any legal issues that would necessitate termination [6][11]. Group 3: Substantial Conditions for Issuance - The issuance meets the conditions set forth in the Company Law, Securities Law, and relevant management regulations [7][11]. - The issuance price will not be lower than 80% of the average stock price over the 20 trading days prior to the pricing date [7][10]. Group 4: Independence and Control - The issuer operates independently in terms of business, assets, personnel, and finance [13]. - Guanghong Investment is the controlling shareholder, with Tang Jianxing as the actual controller [13]. Group 5: Business Operations - The issuer's business activities align with its registered business scope and comply with relevant laws [13]. - The issuer has obtained necessary operational qualifications for its main business [13]. Group 6: Related Transactions and Competition - Related transactions during the reporting period are necessary and reasonable, with fair pricing [15]. - There are no significant competitive conflicts between the issuer and its controlling shareholders [16]. Group 7: Major Assets and Liabilities - The issuer's major assets include land use rights, property ownership, patents, and trademarks, all acquired legally [17]. - The issuer has no significant unresolved disputes regarding its major assets [17]. Group 8: Legal Compliance and Taxation - The issuer has complied with tax laws and has not faced significant penalties from tax authorities [19]. - The issuer's operations meet environmental protection standards and have not incurred major administrative penalties [20]. Group 9: Fund Utilization - The funds raised from the issuance will be used in areas related to the issuer's main business and have been approved by the shareholders' meeting [21]. - Previous fundraising uses have been properly disclosed and approved [21]. Group 10: Conclusion - The legal opinion concludes that the issuer's planned issuance complies with the Company Law, Securities Law, and relevant management regulations, pending necessary approvals [23].