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方正科技: 北京金诚同达律师事务所关于方正科技集团股份有限公司2025年度向特定对象发行A股股票的法律意见书
Zheng Quan Zhi Xing· 2025-08-27 10:29
Core Viewpoint - The legal opinion letter from Beijing Jincheng Tongda Law Firm confirms that Founder Technology Group Co., Ltd. has obtained necessary approvals and authorizations for its 2025 A-share issuance to specific investors, ensuring compliance with relevant laws and regulations [4][5][6]. Group 1: Issuance Approval and Authorization - The company has obtained necessary approvals and authorizations for the issuance, which comply with the Company Law, Securities Law, and relevant regulations [4][5]. - The issuance is pending approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [4]. Group 2: Issuer's Qualifications - The company is a legally registered and validly existing joint-stock company, with its shares listed and traded normally on the Shanghai Stock Exchange [4][5]. - The company meets the qualifications for issuing shares to specific investors as per the Registration Management Measures [4][5]. Group 3: Substantial Conditions for Issuance - The issuance complies with the relevant provisions of the Company Law, ensuring that the shares issued have equal rights with existing shares [5][6]. - The issuance does not involve advertising or public solicitation, adhering to the Securities Law [5][6]. Group 4: Use of Proceeds - The funds raised will be used for the construction of an artificial intelligence and high-density interconnect circuit board industrial base project, aligning with national industrial policies [6][7]. - The total investment for the project is estimated at 2.13 billion yuan, with the company planning to raise up to 1.98 billion yuan through this issuance [24][25]. Group 5: Business Independence and Major Shareholders - The company maintains operational independence, with its assets, business, personnel, and finances being distinct and self-sufficient [6][9]. - The major shareholders include Huansheng Technology and its concerted actors, holding a combined 29.99% of the company's total shares [9][10]. Group 6: Business Operations and Financial Health - The company's main business involves the design, research, production, and sales of printed circuit board (PCB) products, which have remained stable without significant adverse changes [8][9]. - The company has no major legal obstacles affecting its ongoing operations, and its financial health is not significantly impacted by ongoing litigation or administrative penalties [26][27].