Fuhuang(SZ:002743) Zheng Quan Zhi Xing·2025-05-26 15:16Core Viewpoint - The legal opinion states that Anhui Fuhuang Steel Structure Co., Ltd.'s controlling shareholder, Anhui Fuhuang Construction Co., Ltd., can avoid making a mandatory offer due to the acquisition of shares exceeding 30% of the company's issued shares, following the relevant laws and regulations [1][6]. Group 1: Acquisition Details - The acquisition involves Anhui Fuhuang Steel Structure purchasing 100% equity of Hefei Zhongke Junda Vision Technology Co., Ltd. through issuing shares and cash payment, along with raising supporting funds [1]. - Anhui Fuhuang Construction will subscribe to 75,037,800 new shares at the issuance price, which will increase the total share capital of the company from 435,268,478 shares to 620,849,868 shares post-acquisition [4][5]. Group 2: Shareholding Structure - Before the acquisition, Anhui Fuhuang Construction held 144,616,314 shares, representing 33.22% of the company. After the acquisition, its shareholding will increase to 219,654,114 shares, or 35.38% [4][5]. - The controlling shareholder, Yang Junbin, and his spouse, Zhou Yifan, are involved in the shareholding structure, with Yang Junbin holding 99.70% of Anhui Fuhuang Construction [2][3]. Group 3: Legal Compliance - The legal opinion confirms that Anhui Fuhuang Construction meets the qualifications to be a shareholder of a listed company and does not fall under any prohibitive conditions outlined in the acquisition management regulations [3][6]. - The acquisition is deemed to fall under the exemption from mandatory offer requirements as per Article 63 of the acquisition management regulations, provided that the non-related shareholders approve the exemption [5][6]. Group 4: Procedural Compliance - The necessary legal procedures for the acquisition have been fulfilled, including the approval of relevant proposals at board meetings [7][9]. - The company has also complied with information disclosure obligations as required by the regulations, ensuring transparency in the acquisition process [8][9].