SMTCL(SZ:000410) Zheng Quan Zhi Xing·2025-06-09 12:36Group 1 - The legal opinion letter is issued by Zhonglun Law Firm regarding China General Technology (Group) Holding Co., Ltd. and its concerted actions to be exempt from making a tender offer in relation to the acquisition of Shenyang Machine Tool Co., Ltd. [1][2] - The acquisition involves China General Technology Group's concerted actions, including General Technology Group Machine Co., Ltd. and General Technology Group Shenyang Machine Co., Ltd., acquiring 100% equity of Shenyang Zhongjie Friendship Factory Co., Ltd. and Shenyang Zhongjie Aerospace Machine Tool Co., Ltd., as well as 78.45% equity of Tianjin Tianduan Press Machine Co., Ltd. [1][2] - The legal opinion confirms that the acquirer and its concerted actions meet the requirements for exemption from making a tender offer as per the relevant regulations [10][12] Group 2 - The acquirer, China General Technology Group, is a state-owned limited liability company with a registered capital of 750 million RMB, established on March 18, 1998 [6][8] - The concerted action entities, General Technology Group Machine Co., Ltd. and General Technology Group Shenyang Machine Co., Ltd., have registered capitals of 1 billion RMB and are also limited liability companies [6][8] - The legal opinion states that the acquirer and its concerted actions are in compliance with the provisions of the Acquisition Management Measures and have not encountered any legal or regulatory issues that would prevent them from acquiring shares in a listed company [9][12] Group 3 - The acquisition is structured such that after completion, China General Technology Group will hold 37.54% of Shenyang Machine Tool, while its concerted actions will hold 7.37% and 5.11% respectively [10] - The shareholders' meeting of Shenyang Machine Tool approved the exemption from making a tender offer, and the concerted actions have committed not to transfer the acquired shares for 36 months [10][12] - The legal opinion concludes that the acquisition has fulfilled the necessary review and approval procedures as of the date of issuance [11][12]