SPIC IFH(000958) Zheng Quan Zhi Xing·2025-05-15 13:33Core Viewpoint - The document outlines the legal opinions regarding the major asset swap and share issuance for the State Power Investment Corporation's subsidiary, emphasizing the legality and compliance of the transaction with existing laws and regulations [1][4]. Group 1: Transaction Overview - The transaction involves a major asset swap and issuance of shares to acquire assets, which constitutes a related party transaction and a significant asset restructuring but does not qualify as a restructuring listing [4][5]. - The transaction plan has not changed since the issuance of the initial legal opinion [4][5]. Group 2: Approvals and Authorizations - New approvals obtained since the initial legal opinion include consent for the asset restructuring and financing plan [5]. - The transaction still requires approval from the shareholders' meeting, Shenzhen Stock Exchange, and the China Securities Regulatory Commission [5]. Group 3: Qualifications of Parties Involved - The company involved, State Power Investment Corporation, has maintained its qualifications to participate in the transaction, with no changes in its basic situation since the last legal opinion [6]. - The counterparties, including State Nuclear Power and China Life, also retain their qualifications to engage in the transaction [6]. Group 4: Substantive Conditions of the Transaction - The transaction complies with the relevant provisions of the restructuring management regulations and has passed the antitrust review without further examination [7]. - The company has not received any adverse audit opinions in the past year, affirming its financial stability [7]. Group 5: Related Agreements - No new agreements have been signed regarding the transaction since the issuance of the initial legal opinion [8]. Group 6: Assets Involved - The assets being divested include 100% equity of Capital Holdings, which has not undergone any changes in its basic situation since the last legal opinion [8][9]. - The assets being acquired include 100% equity of State Nuclear Power, which also remains unchanged in its basic situation [12][13]. Group 7: Financial and Legal Compliance - The company and its subsidiaries have obtained all necessary business qualifications and licenses, which are valid and effective [14][18]. - There are no significant debts or tax issues reported for the company or its subsidiaries during the reporting period [19].