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中金岭南: 北京市康达律师事务所关于深圳市中金岭南有色金属股份有限公司2025 年度向特定对象发行A 股股票的法律意见书

Core Viewpoint - Shenzhen Zhongjin Lingnan Nonfemet Company plans to issue A shares to specific investors, with a total fundraising amount not exceeding 1.5 billion RMB, aimed at supplementing working capital and repaying bank loans [4][7][19]. Group 1: Issuance Details - The issuance price is set at 3.74 RMB per share, which is not less than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [4][10]. - The total number of shares to be issued will not exceed 401,069,518 shares, accounting for 10.97% of the company's total shares before the issuance [10][19]. - The issuance will be conducted without public solicitation, complying with relevant regulations [5][10]. Group 2: Compliance and Legal Opinions - The issuance complies with the Company Law, Securities Law, and relevant regulations, confirming the company's eligibility for the issuance [15][20]. - The legal opinion confirms that the company has fulfilled necessary procedures and that the issuance does not violate any laws or regulations [15][20]. - The controlling shareholder, Guangsheng Holdings Group, holds 35.72% of the shares, ensuring that the control of the company remains unchanged post-issuance [16][20]. Group 3: Financial and Operational Aspects - The funds raised will be used entirely for operational purposes and loan repayments, aligning with national industrial policies [7][19]. - The company has a clear ownership of its assets, with no significant disputes or encumbrances affecting its ability to issue shares [18][19]. - The company has maintained compliance with environmental regulations and has not faced significant administrative penalties [19][20].