北京当红晴天律师事务所 关于 合肥鼎耘科技产业发展合伙企业（有限合伙） 及其一致行动人 免于发出要约事宜之 的 法律意见书 二〇二五年十一月 | 释义 3 | | | --- | --- | | 引言 4 | | | 正文 6 | | | 一、 | 收购人及其一致行动人的主体资格 6 | | 二、 | 免于发出要约的情况 7 | | 三、 | 本次收购履行的程序 9 | | 四、 | 本次收购不存在实质性法律障碍 10 | | 五、 | 收购人信息披露义务履行情况 10 | | 六、 | 关于本次收购过程中是否存在证券违法行为的核查 10 | | 七、 | 结论意见 11 | 释义 在本法律意见书中，除非文义另有所指，下列左栏中的术语或简称对应右栏中的含 义或全称： | 术语或简称 | 含义或全称 | | --- | --- | | 收购报告书 | 《四川汇源光通信股份有限公司收购报告书》 | | 收购人/鼎耘产业 | 合肥鼎耘科技产业发展合伙企业（有限合伙） | | 一致行动人/鼎耘科技 | 北京鼎耘科技发展有限公司 | | 上市公司/汇源通信 | 四川汇源光通信股份有限公司 | | 鼎耘工业 | 合肥鼎耘 ...

中国银河证券股份有限公司 关于四川汇源光通信股份有限公司 收购报告书之财务顾问报告 声明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购 管理办法》《公开发行证券的公司信息披露内容与格式准则第 16 号——上市公 司收购报告书》等法律、法规的有关规定，中国银河证券股份有限公司按照行业 公认的业务标准、道德规范，本着诚实信用和勤勉尽责的原则，经过审慎调查后 就《收购报告书》有关内容出具核查意见。 中国银河证券股份有限公司提出的财务顾问意见是在假设本次交易的各方 当事人均按照相关协议条款和承诺全面履行其所有职责的基础上提出的。本财务 顾问特作如下声明： 1、本报告所依据的文件、资料及其他相关材料由信息披露义务人提供，信 息披露义务人已保证其所提供的出具本财务顾问报告所依据的相关材料真实、准 确、完整，不存在虚假记载、误导性陈述或重大遗漏，并对所提供信息的真实性、 准确性和完整性承担个别和连带的法律责任。本财务顾问有充分理由确信本次收 购符合法律、行政法规和中国证监会的规定，有充分理由确信收购人披露的信息 真实、准确、完整，不存在虚假记载、误导性陈述和重大遗漏； 财务顾问 北京市丰台区西营街 8 ...

北京当红晴天律师事务所 关于 的 法律意见书 二〇二五年十一月 | 释义 2 | | | | --- | --- | --- | | 引言 4 | | | | 正文 6 | | | | 一、 收购人及其一致行动人的主体资格 | | 6 | | 二、 | 收购目的及决定 | 16 | | 三、 | 收购方式 | 18 | | 四、 | 资金来源 | 24 | | 五、 | 免于发出要约的情况 | 24 | | 六、 | 后续计划 | 25 | | 七、 对上市公司的影响分析 | | 26 | | 八、 | 与上市公司之间的重大交易 | 30 | | 九、 前六个月买卖上市公司股份的情况 | | 31 | | 十、 | 参与本次收购的专业机构 | 31 | | 十一、 《收购报告书》的格式与内容 | | 31 | | 十二、 | 结论意见 | 31 | 释义 在本法律意见书中，除非文义另有所指，下列左栏中的术语或简称对应右栏中的含 义或全称： 《四川汇源光通信股份有限公司收购报告书》 对于本法律意见书至关重要而又无法得到独立证据支持的事实，本所依赖有关政府 部门、收购人或其他有关单位出具的证明文件出具本法律意见。 ...

Core Points - Hefei Dingyun Technology Industry Development Partnership (Limited Partnership) plans to subscribe for all shares issued by the company to specific targets in cash, with a maximum subscription of 53.65 million shares, accounting for no more than 21.71% of the total share capital after issuance [1] - Together with its concerted action partner Beijing Dingyun Technology Development Co., Ltd., the total shareholding ratio is expected to exceed 30%, triggering mandatory tender offer obligations [1] - Dingyun Industry has committed not to transfer the subscribed shares for a period of thirty-six months from the end of the issuance [1]

Core Viewpoint - Huiyuan Communication (000586) is launching a private placement plan to raise up to 610 million yuan, aimed at enhancing its financial strength to support the optimization of optical cable business, R&D investment in online monitoring products, and expansion of highway electromechanical business [1] Group 1: Company Actions - The private placement will result in Dingyun Industry becoming the controlling shareholder, with Li Hongxing as the actual controller, ending the company's previous status of having no controlling shareholder or actual controller [1] - This move is expected to improve the company's overall strategic coherence and resource integration capabilities, addressing the "light + intelligence" transformation in the telecommunications industry and competition across the entire industry chain [1] Group 2: Industry Context - The Ministry of Industry and Information Technology has issued the "Guidelines for the Construction of High-Standard Digital Parks," which aims to enhance digital infrastructure, upgrade network infrastructure, and optimize computing power infrastructure [1] - By 2027, approximately 200 high-standard digital parks are expected to be established nationwide, with a 100% coverage rate for digital transformation among large-scale industrial enterprises and dual-gigabit network coverage [1] - The demand for special optical cables and monitoring equipment is expected to continue expanding as the new power system construction and the "East Data West Calculation" project progress [1] - Huiyuan Communication aims to leverage this private placement as an opportunity to convert its technological advantages into market advantages, potentially achieving a dual leap in scale and efficiency amid the wave of optical communication industry upgrades [1]

Core Viewpoint - Huiyuan Communication (000586.SZ) has resumed trading and announced a plan for a change of control, with the company intending to issue shares to a company controlled by Chairman Li Hongxing, raising no more than 600 million yuan to supplement liquidity [2][3]. Group 1: Change of Control - After nearly ten years of maneuvering, Li Hongxing has finally gained actual control of Huiyuan Communication, ending a long-standing power struggle among major shareholders [3][4]. - The plan involves a private placement of 53,649,956 shares to Dingyun Industry, controlled by Li Hongxing, which will hold 21.71% of the shares post-issue, allowing for a combined holding of 32.75% with another major shareholder [6][10]. - The second-largest shareholder, Huifu Qiji Investment, lost its controlling stake due to judicial auction of some shares, creating an opportunity for Li Hongxing's faction [6][7]. Group 2: Capital Operations - Li Hongxing's capital operations have been ongoing for nearly a decade, with significant moves made in 2021 when he brought in major investors to support his control ambitions [4][7]. - The recent capital infusion from Dingyun Industry is crucial, as it will provide the necessary cash to complete the share issuance and strengthen Li's control over the company [6][11]. - The structure of Dingyun Industry's ownership allows Li Hongxing to maintain effective control, as he holds 100% of the controlling entity [10][13]. Group 3: Business Strategy and Future Outlook - Huiyuan Communication has a history of restructuring and has been involved in the power cable and online monitoring sectors, with plans to expand into new business areas such as automotive LED technology [14][15]. - The establishment of a wholly-owned subsidiary in Hefei is part of a strategic move to enhance competitiveness and align with local industrial strengths [14][15]. - The new subsidiary will focus on manufacturing LED chips and modules for automotive lighting, indicating a shift towards high-tech applications [15].

Summary of Key Points Core Viewpoint - Huyuan Communication experienced a significant drop in stock price, reaching the daily limit down, with a trading volume of 3.53 billion yuan and a fluctuation of 16.87% on the trading day [2] Trading Activity - The stock had a turnover rate of 13.04% for the day, indicating high trading activity [2] - Institutional investors net sold 28.88 million yuan, while brokerage seats collectively net bought 22.59 million yuan [2] Market Data - The stock was listed on the Shenzhen Stock Exchange due to its daily fluctuation of 16.87% [2] - The top five trading departments accounted for a total transaction of 121 million yuan, with a buying amount of 57.54 million yuan and a selling amount of 63.82 million yuan, resulting in a net sell of 6.29 million yuan [2] Institutional Participation - Five institutional specialized seats were involved in trading, with a total buying amount of 22.39 million yuan and a selling amount of 51.27 million yuan, leading to a net sell of 28.88 million yuan [2] Fund Flow - The stock saw a net outflow of 20.41 million yuan in principal funds, with a significant outflow of 10.23 million yuan from large orders and 10.18 million yuan from major orders [2] - Over the past five days, the net outflow of principal funds totaled 20.41 million yuan [2]

Core Viewpoint - The company Huayuan Communication has announced a private placement plan to end its "no owner" status, but the stock price fell to the limit down at 13.69 yuan per share upon resumption of trading, indicating investor concerns [1]. Group 1: Private Placement Details - The company plans to issue up to 53.65 million shares to Hefei Dingyun Technology Industry Development Partnership (Limited Partnership), controlled by Chairman Li Hongxing, raising a total of no more than 610 million yuan, with net proceeds intended for working capital [3]. - After the issuance, Dingyun Industry and its concerted parties will hold a total of 80.923 million shares, accounting for 32.75% of the company's total share capital post-issuance [3]. Group 2: Change in Control - The controlling shareholder will change from having no controlling shareholder to Dingyun Industry, with the actual controller changing from none to Li Hongxing [4]. - As of January 2024, the company will transition from having the largest shareholder Huifu Qiji to a state of no controlling shareholder due to the judicial auction of 3 million shares (1.55% of total shares) [4]. Group 3: Company Background and Financial Performance - Dingyun Industry, controlled by Chairman Li Hongxing, is a related party and has not yet commenced actual business operations [5]. - Huayuan Communication's main business includes electric power cables and online monitoring of power systems. In the first three quarters of this year, the company achieved total revenue of 361 million yuan, a year-on-year increase of 30.37%, and a net profit attributable to shareholders of 14.76 million yuan, marking a turnaround from losses [6].

Core Viewpoint - Huiyuan Communication (000586.SZ) resumed trading with a high opening but subsequently fell to the daily limit, closing at 13.69 yuan, with a total market value of 2.55 billion yuan. The company announced progress on control rights change and a private placement plan, indicating a shift in its controlling shareholder and actual controller [1] Group 1 - The company announced a planned change in control, with Dingyun Industry becoming the new controlling shareholder and Li Hongxing as the new actual controller following the completion of the private placement [1] - Dingyun Industry has committed to not transferring, selling, or disposing of the shares obtained from this issuance for 36 months post-completion to ensure control stability [1] - The company has signed a "Joint Action Agreement" with Dingyun Technology to ensure consistency in major decision-making [1] Group 2 - The company has released a shareholder return plan for the next three years, which includes a clear cash dividend policy [1]

Core Viewpoint - The company Huayuan Communication (汇源通信) has announced a plan to issue A-shares to specific investors, aiming to raise up to 610 million yuan for working capital, which has led to a significant drop in its stock price following the announcement [1][2]. Group 1: Issuance Details - The planned issuance will involve a total fundraising amount not exceeding 61 million yuan, with the net proceeds intended solely for supplementing working capital [1]. - The shares will be issued at a price of 11.37 yuan per share, which is set at 80% of the average trading price over the previous 20 trading days [3]. - The maximum number of shares to be issued is 53,649,956, which does not exceed 30% of the company's total share capital prior to the issuance [3]. Group 2: Shareholder Changes - The sole subscriber for this issuance is Dingyun Industry, a limited partnership controlled by the company's chairman, Li Hongxing, which will result in Dingyun Industry becoming the controlling shareholder of the company [4]. - Following the issuance, Dingyun Industry will hold 53,649,956 shares, representing 21.71% of the total share capital post-issuance, while its associated entity, Dingyun Technology, will hold 27,273,330 shares, accounting for 11.04% [6]. - The combined holdings of Dingyun Industry and Dingyun Technology will total 80,923,286 shares, or 32.75% of the total share capital after the issuance, marking a change in the company's control structure [6][7]. Group 3: Governance and Management - The company held a temporary shareholders' meeting on November 17, 2025, to elect members of the 13th Board of Directors, with Li Hongxing being appointed as the chairman [8]. - Dingyun Technology and Dingyun Industry have signed a "consistency action agreement" to ensure coordinated voting in shareholder meetings for 18 months following the issuance [5].