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微芯生物: 上海市通力律师事务所关于深圳微芯生物科技股份有限公司向特定对象发行股票之法律意见书

Core Viewpoint - The legal opinion letter issued by Shanghai Tongli Law Firm confirms that Shenzhen Micron Biotech Co., Ltd. has complied with relevant laws and regulations for its upcoming issuance of A-shares to specific investors, pending approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [2][3][24]. Summary by Sections Legal Framework and Compliance - The legal opinion is based on the Securities Law, Company Law, and other relevant regulations, ensuring that the issuance process adheres to established legal standards [2][3]. - The law firm has verified that all documents provided by the issuer are complete and accurate, and the issuer has the necessary authority to conduct the issuance [2][3]. Issuance Details - The company plans to issue no more than 58,125,305 shares, which will not exceed 30% of the total share capital before the issuance [8][20]. - The issuance will be conducted through a competitive bidding process, with the issuance price set at no less than 80% of the average trading price over the previous 20 trading days [9][21]. Use of Proceeds - The total amount to be raised from the issuance is capped at 950 million yuan, which will be allocated to innovative drug research and development projects, including the establishment of a new manufacturing base [11][20]. - Prior to the funds being raised, the company may use its own or self-raised funds to initiate project implementation, with a plan to replace these with the raised funds once available [11][13]. Corporate Governance - The board of directors and shareholders have approved all necessary resolutions related to the issuance, ensuring compliance with corporate governance standards [6][14]. - The company has established a clear plan for shareholder returns over the next three years, aligning with the interests of its investors [6][12]. Independence and Control - The company operates independently from its major shareholders and has a complete production and sales system, ensuring no significant adverse impact from related party transactions [25][26]. - The major shareholders and actual controllers have been verified to not have any significant legal issues that could affect the company's operations or investor interests [19][26].