上市公司向特定对象发行A股股票

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宏和科技: 上海市金茂律师事务所关于宏和电子材料科技股份有限公司向特定对象发行股票之法律意见书
Zheng Quan Zhi Xing· 2025-08-22 10:18
Core Viewpoint - The legal opinion letter issued by Jin Mao Law Firm confirms that Honghe Electronic Materials Technology Co., Ltd. has obtained the necessary internal approvals for its planned issuance of A-shares to specific investors in 2025, pending approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [1][6][7]. Group 1: Issuance Approval and Authorization - The company held board meetings and a shareholders' meeting on April 10, 2025, and July 14, 2025, respectively, to approve the issuance plan [6][7]. - The legal opinion confirms that the procedures for convening and conducting these meetings complied with relevant laws and regulations [6][7]. Group 2: Company Qualifications - Honghe Electronic Materials Technology Co., Ltd. is a legally established joint-stock company with a registered capital of 879.7275 million RMB [7][8]. - The company is in good standing and has not encountered any legal issues that would necessitate termination or delisting [8][19]. Group 3: Substantial Conditions for Issuance - The issuance of shares meets the requirements set forth in the Company Law and Securities Law, including the stipulation that the issuance price must not be lower than 80% of the average trading price over the previous 20 trading days [9][10]. - The company has confirmed that the funds raised will be used in compliance with national industrial policies and will not be used for financial investments [11][12]. Group 4: Shareholder Structure - As of March 31, 2025, the largest shareholder, Asia Wealth International Limited, holds 74.84% of the company's shares, with the actual controllers being Wang Wenyang and Grace Tsu Han Wong [15][17]. - The company has disclosed plans for share reductions by certain shareholders, which are being executed in compliance with regulations [15][16]. Group 5: Business Operations - The company operates within its registered business scope, which includes the manufacturing and sales of electronic materials and related technologies [18][19]. - All necessary licenses and permits for its operations are valid and up to date as of March 31, 2025 [18][19].