Core Viewpoint - The company, Shandong Mining Machinery Group Co., Ltd., is preparing to issue A-shares to specific targets, with a total fundraising amount not exceeding 300 million yuan, aimed at supplementing working capital [17][28]. Group 1: Legal Opinions and Compliance - The law firm, Shandong Deheng Law Firm, has been engaged as a special legal advisor for the issuance process, ensuring compliance with relevant laws and regulations [3][4]. - The issuance is subject to the review by the Shenzhen Stock Exchange, which has raised inquiries regarding the company's land use and operational licenses [3][6]. Group 2: Land Use Issues - A subsidiary, Shandong Chengtong Forging Co., Ltd., has a land use issue where it occupies 321.7 square meters of land without proper ownership documentation, which may lead to forced execution by local authorities [6][9]. - The company is in discussions to purchase the occupied land, but there is significant uncertainty regarding the outcome of these negotiations [9][10]. Group 3: Financial Aspects of the Issuance - The proposed issuance price is set at 1.85 yuan per share, with the closing price on April 3 being 3.91 yuan per share, indicating a potential discount for the issuance [17]. - The funds raised will be primarily sourced from the actual controller's son, Zhao Huatao, who plans to use 20% from personal funds and 80% from self-raised funds [20]. Group 4: Financial Viability and Risk Assessment - Zhao Huatao's financial background indicates a strong capacity to cover the subscription amount, with personal assets and potential bank loans available for financing [21][25]. - The company has committed to ensuring that no improper financial arrangements exist regarding the subscription, maintaining compliance with regulatory requirements [27].
山东矿机: 山东德衡律师事务所关于山东矿机集团股份有限公司向特定对象发行股票的补充法律意见书(二)