NSIG(SH:688126) Zheng Quan Zhi Xing·2025-08-29 17:34Core Viewpoint - The document provides a supplementary legal opinion regarding Shanghai Silicon Industry Group Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with fundraising for related transactions, emphasizing compliance with legal standards and thorough verification of transaction details [2][3][5]. Group 1: Transaction Overview - The transaction involves seven counterparties, with one opting for cash payment, two for a combination of cash and shares, and four for shares only, with a total cash payment of 324 million yuan [5][6]. - The company plans to raise 2.105 billion yuan, with 355 million yuan allocated for cash payments and intermediary fees [5][6]. - The company held cash reserves of 5.156 billion yuan at the end of 2024 [5]. Group 2: Payment Structure - The payment structure was determined through negotiations, with the rationale for different payment methods based on the counterparties' investment strategies and tax considerations [7][8]. - Cash payments were made to certain counterparties to cover transaction-related tax expenses, while others preferred shares due to long-term value recognition [8][7]. Group 3: Compliance and Verification - The legal opinion confirms that the disclosures regarding the transaction counterparties are complete and accurate, adhering to relevant regulations [15][16]. - The document outlines the verification process, including reliance on government approvals and confirmations from involved parties regarding the authenticity of provided information [4][3]. Group 4: Lock-up Arrangements - The lock-up arrangements for the shares issued as part of the transaction are compliant with regulatory requirements, ensuring that the involved parties are not solely established for this transaction [21][15]. - The document details the lock-up commitments made by certain funds, ensuring that their interests are protected during the lock-up period [18][21].