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上海雅仕: 北京市中伦律师事务所关于上海雅仕投资发展股份有限公司向特定对象发行股票的补充法律意见书(二)
Zheng Quan Zhi Xing· 2025-05-09 09:46
Core Viewpoint - The supplementary legal opinion letter regarding Shanghai Yashi Investment Development Co., Ltd. outlines the company's compliance with legal requirements for issuing A-shares to specific investors, confirming the validity of approvals and the company's qualifications for the issuance [2][4][12]. Group 1: Issuance Approval and Authorization - The company has obtained necessary approvals and authorization documents for the issuance, which remain valid as of the date of the supplementary legal opinion [6][12]. - The issuance requires further approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission [6][12]. Group 2: Issuance Qualifications - The company is a legally established and compliant listed company, with no significant asset restructuring during the reporting period [6][12]. - The company meets the substantive conditions for issuance as stipulated in the Company Law, Securities Law, and relevant management regulations [12][13]. Group 3: Issuance Conditions - The shares to be issued are ordinary shares with a par value of 1.00 yuan per share, priced at 8.95 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [7][11]. - The issuance complies with the conditions set forth in the Securities Law and Management Measures, ensuring no public solicitation or advertising is involved [7][11]. Group 4: Use of Proceeds - The proceeds from the issuance will be used to supplement working capital and repay bank loans, aligning with national industrial policies and legal regulations [10][11]. - The company will not engage in new competition or related transactions with its controlling shareholder or other controlled enterprises as a result of this issuance [10][11]. Group 5: Company Independence - The company maintains independence in its operations, assets, personnel, and financials from its controlling shareholder and other related enterprises [12][13]. - There are no significant related transactions that would affect the company's independence or fairness [12][13]. Group 6: Shareholder Information - The top ten shareholders include Hubei Guomao and Yashi Group, with no changes in the controlling shareholder or actual controller during the supplementary review period [13][14]. - There are no share pledges or freezes reported for shareholders holding more than 5% of the company's shares, except for Yashi Group [13][14].