龙高股份: 福建至理律师事务所关于龙高股份收购报告书的法律意见书

Group 1 - The acquisition involves Longyan Investment Development Group Co., Ltd. acquiring 51.04% of Longyan Investment Group Co., Ltd., 39% of Longyan Cultural Tourism Huijin Development Group Co., Ltd., and 49.55% of Longyan Transportation Development Group Co., Ltd. through capital injection by the Longyan Municipal State-owned Assets Supervision and Administration Commission [6][11][12] - The purpose of the acquisition is to enhance the core competitiveness of state-owned enterprises, optimize asset structure, and promote the development of strategic emerging industries and local advantageous industries [10][12] - The acquisition has been approved by relevant government authorities, and the procedures required by the regulations have been followed [10][12][26] Group 2 - The acquirer, Longyan Investment Development Group Co., Ltd., is a state-owned enterprise with a registered capital of 300 million yuan and is legally established and operational [6][7] - The controlling shareholder and actual controller of the acquirer is the Longyan Municipal State-owned Assets Supervision and Administration Commission, which oversees the management of state-owned assets [7][9] - The acquirer has no history of administrative penalties or major civil litigation related to the securities market in the past five years [7][9] Group 3 - The acquisition will not change the controlling shareholder or actual controller of Longyan Kaolin Co., Ltd., which will remain under the control of Longyan Investment Group Co., Ltd. and the Longyan Municipal State-owned Assets Supervision and Administration Commission [13][18] - The acquirer has committed to maintaining the independence of Longyan Kaolin Co., Ltd. and ensuring that there will be no conflicts of interest or competition with the company’s operations [18][21] - There are no plans for significant changes to the business operations, management, or employee structure of Longyan Kaolin Co., Ltd. following the acquisition [15][17][19]