Core Viewpoint - The legal opinion letter from Beijing Jiayuan Law Firm confirms that Fengshen Tire Co., Ltd. is eligible to issue A-shares to specific investors in compliance with relevant laws and regulations [2][5][21]. Group 1: Issuance Authorization and Approval - The issuance has been authorized and approved according to the requirements of the Company Law and the company's articles of association, ensuring that the relevant resolutions are legal and effective [7][21]. - The issuance is directed towards specific investors and does not involve public solicitation, aligning with the Securities Law [8][12]. Group 2: Issuance Conditions - The issuance meets the conditions set forth in the Company Law, including that each share has the same rights and the issuance price is not lower than the par value [7][8]. - The issuance complies with the Registration Management Measures, with no changes in the use of previously raised funds and no significant issues in the financial reports audited by Yongcheng [9][10]. Group 3: Company Structure and Control - The major shareholder, China National Chemical Corporation, holds 57.50% of the shares, and the actual controller is the State-owned Assets Supervision and Administration Commission, ensuring that the control of the company remains unchanged post-issuance [10][16]. - The company has not engaged in significant illegal activities that would harm the interests of investors or the public in the last three years [10][14]. Group 4: Fund Utilization - The funds raised will be used for the high-performance giant engineering radial tire expansion project, which aligns with the company's main business and complies with national industrial policies [11][20]. - The project has received necessary approvals from relevant authorities, ensuring compliance with environmental and land management laws [11][20]. Group 5: Legal Compliance and Risk Management - The company has confirmed that there are no significant legal risks or pending litigation that could adversely affect the issuance [20][21]. - The legal opinion emphasizes that the issuance will not lead to any significant adverse effects on the company's operations or its independence [20][21].
风神股份: 北京市嘉源律师事务所关于风神轮胎股份有限公司向特定对象发行股票之法律意见书