向特定对象发行A股股票

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北方国际: 北京市嘉源律师事务所关于北方国际合作股份有限公司向特定对象发行A股股票的法律意见书
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Viewpoint - The legal opinion letter from Beijing Jiayuan Law Firm confirms that Northern International Cooperation Co., Ltd. is authorized to issue A-shares to specific investors, complying with relevant laws and regulations [3][27]. Group 1: Issuance Details - The company plans to issue no more than 105,032,822 A-shares, which will not exceed 30% of the total share capital before the issuance [12][10]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [20][11]. - The total amount of funds raised is expected to be no more than 960 million RMB, which will be allocated to specific projects, including the Aurora Optoelectronics project [14][13]. Group 2: Approval and Compliance - The issuance has been approved by the company's board of directors and will be subject to further approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [9][7]. - The company has confirmed that it meets all legal qualifications for the issuance, including compliance with the Company Law and Securities Law [18][22]. - The company will ensure that the issuance does not lead to a change in control, as the controlling shareholder will remain the same post-issuance [22][21]. Group 3: Investor Participation - The issuance will target no more than 35 specific investors, including qualified institutional investors such as securities companies and insurance institutions [10][19]. - All investors will subscribe to the shares using cash in RMB, and any changes in regulations regarding investor qualifications will be adhered to [11][20]. Group 4: Fund Utilization - The raised funds will be used for specific projects, and if the actual funds raised are less than the total project needs, the company will adjust the investment priorities accordingly [15][14]. - The company may initially use self-raised funds for project implementation before the raised funds are available [14][15].