外国投资者对上市公司战略投资

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泉峰汽车: 北京市嘉源律师事务所关于公司2024年度向特定对象发行A股股票的补充法律意见书(二)
Zheng Quan Zhi Xing· 2025-06-19 10:46
Core Viewpoint - The supplementary legal opinion letter indicates that Nanjing Quanfeng Automotive Precision Technology Co., Ltd. is proceeding with a specific issuance of A-shares, fully subscribed by DeRun Holdings, controlled by the actual controller Pan Longquan, which reflects confidence in the company's long-term development and stability of control [2][5][10]. Group 1: Issuance Details - The issuance is aimed at a specific group, with DeRun Holdings, a private company registered in Hong Kong, subscribing to all shares for cash [3][4]. - The total number of shares to be issued is 25,575,447, which will increase DeRun Holdings' stake in the company to 8.58% post-issuance [14][15]. Group 2: Compliance with Regulations - DeRun Holdings meets the requirements of the "Management Measures for Strategic Investment by Foreign Investors in Listed Companies," ensuring compliance with national laws and regulations [6][7]. - The company’s main business of automotive key components does not fall under the negative list for foreign investment, allowing DeRun Holdings to proceed with the investment [7][8]. Group 3: Funding Sources - The funding for the subscription comes from DeRun Holdings' own resources, including approximately HKD 473 million in dividends from its stake in Chervon Holdings and a short-term loan of USD 15 million to support business development [13][14]. - There are no indications of external fundraising or use of related party funds for this subscription [14][18]. Group 4: Shareholding Structure and Lock-up Period - After the issuance, Pan Longquan and his concerted actors will control 54.46% of the company, maintaining stable control [15][17]. - The lock-up period for the shares issued to DeRun Holdings complies with regulatory requirements, with a commitment not to transfer shares for 18 months if Pan Longquan's control remains above 50% [15][16]. Group 5: Related Party Transactions - The company has engaged in related party transactions, such as paying utility fees on behalf of related parties due to shared service accounts, which are deemed reasonable and compliant with disclosure requirements [19][20]. - The decision-making process for these transactions has been conducted in accordance with legal and regulatory standards, ensuring no adverse impact on the current issuance [21][22].