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思泉新材: 北京中银律师事务所关于广东思泉新材料股份有限公司2025年度向特定对象发行股票的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Viewpoint - The legal opinion issued by Beijing Zhongyin Law Firm confirms that Guangdong Siquan New Materials Co., Ltd. is authorized to issue shares to specific investors in 2025, complying with relevant laws and regulations [1][3][12]. Group 1: Issuance Details - The company plans to issue domestic listed RMB ordinary shares (A shares) with a par value of RMB 1.00 per share [5]. - The issuance will adopt a method of offering shares to specific investors, with a maximum of 35 investors allowed [6][15]. - The pricing benchmark for the issuance will be set at 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [7][15]. Group 2: Approval and Authorization - The issuance has received necessary approvals from the company's board and shareholders, and is pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [12][13]. - The board of directors is authorized to handle all matters related to the issuance as per the shareholders' meeting resolution [12]. Group 3: Fund Utilization - The total amount to be raised from this issuance is RMB 465.9139 million, which will be used for projects including the Vietnam Siquan New Materials heat dissipation product project, liquid cooling research center project, and information system construction project [11][14]. - The company will initially use self-raised funds for these projects until the raised funds are available [11]. Group 4: Compliance and Legal Standing - The company is legally established and its stock is listed on the Shenzhen Stock Exchange, meeting the requirements for the issuance [13][18]. - The company has maintained a good financial status and has not faced any legal issues that would affect its operations [21][23]. Group 5: Shareholder and Control Structure - The actual controller of the company is Ren Zeming, and the issuance will not change the control structure of the company [16]. - The major shareholders have not engaged in any significant illegal activities that would harm the interests of the company or its investors [17]. Group 6: Related Transactions and Competition - The company has established fair decision-making procedures for related transactions, ensuring compliance with legal requirements [22][23]. - There are no significant competitive overlaps between the company and its major shareholders or their controlled entities [23]. Group 7: Asset Ownership - The company possesses valid land use rights and property ownership, with no disputes or encumbrances reported [22].