Aotecar(SZ:002239) Zheng Quan Zhi Xing·2025-09-03 09:17Core Points - The document provides a supplementary legal opinion regarding the issuance of A-shares by Aotega New Energy Technology Co., Ltd. to specific investors, indicating that the company is in compliance with relevant laws and regulations [2][3]. Group 1: Approval and Authorization - The approval and authorization for the issuance of A-shares remain valid as of the date of the supplementary legal opinion, which was issued following a temporary shareholders' meeting on April 16, 2025 [5]. Group 2: Company Qualifications - The company's registered capital has been adjusted to 3,308.83 million yuan due to the repurchase and cancellation of restricted stock options, with the registration completed on August 14, 2025 [5]. - Aotega is a legally established and effectively existing joint-stock company, with its shares listed on the Shenzhen Stock Exchange, thus maintaining its qualification for the issuance [5]. Group 3: Substantial Conditions for Issuance - As of the date of the supplementary legal opinion, the substantial conditions for the issuance remain unchanged and comply with the relevant laws and regulations [6]. Group 4: Major Shareholders - As of June 30, 2025, the top ten shareholders of Aotega are as follows: - Changjiang No.1 Investment holds 17.64% of shares - Wang Jinfeng holds 3.16% - Beijing Tianyou holds 2.89% - Jiangsu Diaow holds 2.26% - Other shareholders hold smaller percentages [6]. Group 5: Share Pledge and Judicial Freezing - As of June 30, 2025, Wang Jinfeng and Jiangsu Diaow have pledged and frozen shares, with Wang Jinfeng's 85,376,306 shares pledged, accounting for 81.71% of his holdings and 2.58% of the total shares [7]. Group 6: Business Operations - Aotega and its subsidiaries are engaged in the development, production, and sales of automotive thermal management systems and components, complying with their business license [8]. - The company has established overseas operations, including a subsidiary in Morocco for the production and sales of automotive air conditioning compressors [8]. Group 7: Related Transactions - In the first half of 2025, Aotega engaged in significant related transactions, including purchasing goods and services from related parties, with total procurement amounting to approximately 6.31 million yuan [9][10]. Group 8: Major Assets and Changes - The company has not faced significant adverse impacts due to the lack of property ownership certificates for certain assets, and the absence of major disputes regarding these properties [12]. - Aotega has also engaged in a significant acquisition of an 8% stake in Jiangsu Aitaisi, which is currently undergoing registration procedures [16]. Group 9: Taxation and Financial Status - Aotega and its subsidiaries are subject to various tax rates, including a 15% corporate income tax for high-tech enterprises, and have not faced significant penalties related to tax compliance [19]. - The company has received substantial financial subsidies, with amounts exceeding 1 million yuan, indicating a supportive financial environment [20]. Group 10: Environmental Compliance - Aotega's operations comply with environmental protection laws, and there have been no significant penalties for violations in this area [21].