中国 深圳 福田区 益田路6001号太平金融大厦11-12楼 邮政编码：518038 11F-12F, TAIPING FINANCE TOWER, 6001 YITIAN ROAD, FUTIAN, SHENZHEN, CHINA 电话（Tel.）：（0755）88265288 传真（Fax.）：（0755）88265537 网址（Website）：http://www.sundiallawfirm.com 1 关于深圳世联行集团股份有限公司 收购报告书 之 法律意见书 法律意见书 广东信达律师事务所 关于深圳世联行集团股份有限公司收购报告书 之 法律意见书 致：珠海市珠光集团控股有限公司 广东信达律师事务所（以下简称"信达"）接受珠海市珠光集团控股有限公 司（以下简称"收购人"或"珠光集团"）的委托，作为其特聘法律顾问，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、行政法规、部门规章及其他规范性文件的有关规定，就珠光集团 拟以无偿划转方式受让珠海市人民政府国有资产监督管理委员会持有的珠 ...

Market Performance - On September 10, the real estate service sector rose by 1.0%, led by Huangting International [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Individual Stock Performance - Huangting International (code: 000056) closed at 3.01, with an increase of 8.27% and a trading volume of 2.4416 million shares, amounting to a transaction value of 711 million yuan [1] - Zhujiang Shares (code: 600684) closed at 5.83, up 5.42%, with a trading volume of 743,100 shares and a transaction value of 426 million yuan [1] - Other notable stocks include: - Zhi Shang Ji Yu (code: 001914) at 12.41, up 1.22% [1] - Wo Ai Wo Jia (code: 000560) at 3.11, up 0.97% [1] - Zhongtian Service (code: 002188) at 5.80, up 0.87% [1] Capital Flow Analysis - The real estate service sector experienced a net outflow of 83.2957 million yuan from institutional investors, while retail investors saw a net inflow of 75.608 million yuan [2] - The capital flow for individual stocks shows: - Huangting International had a net inflow of 39.2422 million yuan from institutional investors [3] - Zhujiang Shares had a net inflow of 35.1417 million yuan from institutional investors [3] - ST Mingcheng (code: 600136) had a net inflow of 1.8429 million yuan from retail investors [3]

Market Overview - On September 5, the real estate service sector rose by 1.31% compared to the previous trading day, with Huangting International leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Individual Stock Performance - Huangting International (000056) closed at 68.7, up 4.33% with a trading volume of 850,000 shares [1] - Ningbo Fuda (600724) closed at 5.33, up 3.90% with a trading volume of 384,700 shares [1] - Pearl River Shares (600684) closed at 5.35, up 2.10% with a trading volume of 810,100 shares [1] - Te Fa Service (300917) closed at 46.02, up 2.06% with a trading volume of 56,200 shares [1] - Zhongtian Service (002188) closed at 5.51, up 2.04% with a trading volume of 160,100 shares [1] - Wo Ai Wo Jia (000560) closed at 2.97, up 1.37% with a trading volume of 750,300 shares [1] - Shilian Hang (002285) closed at 2.40, up 1.27% with a trading volume of 442,800 shares [1] - ST Mingcheng (600136) closed at 1.87, up 1.08% with a trading volume of 76,400 shares [1] - New Dazheng (002968) closed at 10.51, up 0.38% with a trading volume of 37,200 shares [1] - China Merchants Jiyu (001914) closed at 11.92, down 0.75% with a trading volume of 94,500 shares [1] Capital Flow Analysis - The real estate service sector saw a net inflow of 58.44 million yuan from institutional investors, while retail investors experienced a net outflow of 80.47 million yuan [2][3] - Major stocks with significant net inflows include: - Wo Ai Wo Jia (000560) with a net inflow of 31.44 million yuan [3] - Ningbo Fuda (600724) with a net inflow of 20.89 million yuan [3] - Te Fa Service (300917) with a net inflow of 20.46 million yuan [3] - Shilian Hang (002285) with a net inflow of 14.66 million yuan [3] - Notable stocks with net outflows include: - South City Property (603506) with a net outflow of 6.80 million yuan [3] - China Merchants Jiyu (001914) with a net outflow of 13.71 million yuan [3]

Group 1 - The core point of the news is the significant change in the upper equity structure of three listed companies: *ST Baoying, Shiyong Zhaoye, and Shilianhang, due to the transfer of 90.21% equity of Dahongqin Group from Zhuhai State-owned Assets Supervision and Administration Commission to Zhuhai Zhuguang Group [1][2] - Following the equity transfer, Zhuguang Group will indirectly hold 37.96% voting rights in *ST Baoying, 60.28% in Shiyong Zhaoye, and 30.58% in Shilianhang through Dahongqin Group [1][2] - The transfer is part of a strategic move by Zhuhai City to optimize the layout of state-owned assets and deepen the reform of state-owned enterprises, aiming to concentrate quality resources on advantageous enterprises [2][3] Group 2 - Analysts believe that while the short-term impact of the equity transfer on the three companies may be minimal, the long-term effects, such as potential business transformations and new opportunities for financing and resource integration, are noteworthy [3] - *ST Baoying, as a comprehensive engineering service provider, may benefit from increased opportunities in major projects related to the Guangdong-Hong Kong-Macao Greater Bay Area, particularly in the Hengqin Guangdong-Macao Deep Cooperation Zone [3] - Zhuhai Zhuguang Group is recognized as an important strategic platform within the Zhuhai state-owned asset system, with a history of cross-border investment and financing experience [3][4] Group 3 - The organizational changes include the appointment of Wang Yusheng as the new Party Secretary and Chairman of Zhuguang Group, who has prior experience with Dahongqin Group, indicating a strategic intent for smooth integration [4] - The significant changes in Zhuguang Group's business scope, including new activities related to asset management and investment, suggest potential expansion into new business areas [4] - The overall context of the equity adjustment is linked to the development needs of the Guangdong-Hong Kong-Macao Greater Bay Area, aiming to enhance the operational efficiency of state-owned capital by combining Dahongqin's development capabilities with Zhuguang's cross-border capital operation advantages [4]

Group 1 - Huida Sanitary Ware plans to publicly transfer 100% equity and debt of Guangxi Xingaosheng, with debt amounts of 132 million and 138 million yuan as of June 30, 2025 [1] - Sainuo Medical received administrative regulatory measures from Tianjin Securities Regulatory Bureau due to inaccurate information disclosure in quarterly reports [2][3] - Jiangling Motors reported August vehicle sales of 30,003 units, a year-on-year increase of 8.92% [6] Group 2 - Jimin Health's controlling shareholder plans to reduce its stake by up to 3%, totaling 15.75 million shares [7] - Satellite Chemical announced routine maintenance of polyethylene and ethylene glycol facilities, expected to last 45 days [8] - Hubei Yihua's 200,000-ton caustic soda project has been successfully put into production [10] Group 3 - Shanghai Pharmaceuticals' Dihydroxypropyl Theophylline Injection has passed the consistency evaluation for generic drugs [13] - Ningbo Construction's subsidiaries won construction projects worth 1.117 billion yuan [16] - Wens Foodstuff reported August sales revenue of 4.825 billion yuan from live pigs, with a year-on-year decrease in revenue and price [28] Group 4 - Long-term Logistics announced the resignation of its deputy general manager due to personal reasons [44] - Huaming Equipment proposed a cash dividend of 2 yuan per 10 shares, totaling 179 million yuan [46] - Transsion Holdings plans to distribute a cash dividend of 0.8 yuan per share [49]

Market Overview - On September 4, the real estate service sector rose by 0.78% compared to the previous trading day, with Nandu Property leading the gains [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Individual Stock Performance - Nandu Property (603506) closed at 13.74, up 4.17% with a trading volume of 57,900 shares and a transaction value of 78.25 million yuan [1] - Ningbo Fuda (600724) closed at 5.13, up 1.99% with a trading volume of 488,700 shares [1] - Shilianhang (002285) closed at 2.37, up 1.28% with a trading volume of 464,900 shares [1] - Xindazheng (002968) closed at 10.47, up 1.26% with a trading volume of 46,900 shares [1] - Zhongtian Service (002188) closed at 5.40, up 1.12% with a trading volume of 242,300 shares [1] - Te Fa Service (300917) closed at 45.09, up 0.69% with a trading volume of 54,200 shares [1] - Zhujiang Co. (600684) closed at 5.24, up 0.58% with a trading volume of 486,800 shares [1] - China Merchants Jiyu (001914) closed at 12.01, up 0.33% with a trading volume of 70,800 shares [1] - ST Mingcheng (600136) closed at 1.85, unchanged with a trading volume of 98,300 shares [1] - Wo Ai Wo Jia (000560) closed at 2.93, down 0.34% with a trading volume of 1,034,000 shares [1] Capital Flow Analysis - The real estate service sector saw a net inflow of 34.92 million yuan from main funds, while retail funds experienced a net outflow of 29.99 million yuan [2] - Main funds showed a significant net outflow in Ningbo Fuda (-20.88 million yuan) and ST Mingcheng (-0.03 million yuan) [3] - Te Fa Service had a net inflow of 18.34 million yuan from main funds, indicating strong interest [3]

Core Viewpoint - The acquisition of Shenzhen World Union Group Co., Ltd. by Zhuhai Zhuguang Group Holdings Co., Ltd. involves a transfer of state-owned assets, allowing Zhuguang Group to indirectly hold 30.58% of the voting rights in World Union, thus exceeding the 30% threshold that permits exemption from mandatory tender offer requirements [1][2][5]. Group 1: Acquisition Details - The acquisition is based on the approval from the Zhuhai State-owned Assets Supervision and Administration Commission, which authorized the transfer of 90.21% of Zhuhai Dahongqiao Group Co., Ltd. to Zhuguang Group [2][14]. - Prior to the acquisition, Zhuguang Group did not hold any shares in World Union, while Dahongqiao Group was the controlling shareholder with a direct stake of 16.26% and an additional 14.32% through voting rights entrusted by World Union China [15][18]. - The acquisition will not change the controlling shareholder or actual controller of World Union, as Zhuguang Group will manage Dahongqiao Group as a subsidiary [15][18]. Group 2: Financial Overview of Zhuguang Group - As of December 31, 2024, Zhuguang Group reported total assets of 1,086,244.69 million RMB, total liabilities of 658,133.97 million RMB, and net assets of 428,110.72 million RMB, reflecting an asset-liability ratio of 60.59% [8]. - The operating income for 2024 was 269,863.91 million RMB, with a net profit of 1,981.69 million RMB, resulting in a return on equity of 0.46% [8]. Group 3: Business Operations and Strategy - Zhuguang Group's core business includes cross-border project construction and operation, human resources and education training, and financial services, focusing on high-quality development and resource optimization [8][14]. - The company aims to enhance its cross-border business capabilities, particularly in the context of economic cooperation between Zhuhai and Macau [8].

Group 1 - The core point of the announcement is the transfer of 90.21% equity of Zhuhai Dahongqin Group Co., Ltd. from Zhuhai State-owned Assets Supervision and Administration Commission to Zhuhai Zhuguang Group, which will indirectly control the company [1] - The equity change does not involve a change in the controlling shareholder or actual controller of the company, and it will not affect the company's control structure [1] - The company emphasizes that the equity structure change will not lead to any changes in the number of shares held or the shareholding ratio, nor will it have a substantial impact on the company's production and operational activities [1][2]

Core Viewpoint - Zhuhai Huafa Group has acquired 90.21% equity of Dahongqin Group held by Zhuhai State-owned Assets Supervision and Administration Commission through a non-compensatory transfer of state-owned equity, thereby indirectly holding 30.58% voting rights in Shijie Holdings [1] Summary by Relevant Sections - Acquisition Details - The acquisition was approved by the government as a non-compensatory transfer of state-owned assets [1] - The transaction complies with Article 63 of the "Measures for the Administration of Acquisitions of Listed Companies," which exempts the acquirer from making a public offer [1] - Future Plans - The acquirer has no plans to increase or dispose of its equity in the listed company within the next 12 months [1]

证券代码：002285 证券简称：世联行 公告编号：2025-032 深圳世联行集团股份有限公司 变动前： 1 变动后： 关于控股股东上层股权结构变动的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 2025年 9月1 日，深圳世联行集团股份有限公司（以下简称"公司"）收到 珠海市珠光集团控股有限公司（以下简称"珠光集团"）出具的《收购报告书摘 要》，珠海市人民政府国有资产监督管理委员会（以下简称"珠海市国资委"） 将持有的珠海大横琴集团有限公司（以下简称"大横琴集团"）90.21%股权无偿 划转至珠光集团，本次权益变动将导致珠光集团间接控制大横琴集团持有的公司 30.58%表决权股份。本次收购尚需通过国家市场监督管理总局对本次国有股权无 偿划转的经营者集中审查、尚未办理工商变更登记，敬请投资者注意投资风险。 本次权益变动不涉及公司控股股东和实际控制人变更，不会导致公司控制权发 生变化。现将相关情况公告如下： 一、公司控股股东股权结构变动情况 本次划转完成后，大横琴集团控股股东将由珠海市国资委变更为珠光集团， 本次权益变动前后，公司与控股股东、实际 ...