XHW(SH:603888) Zheng Quan Zhi Xing·2025-06-20 10:43Group 1 - The core viewpoint of the article is that Xinhua Investment Holdings Co., Ltd. is acquiring 51% of Xinhua Net Co., Ltd. through a non-compensatory transfer of shares, which does not require a public offer [1][10] - The acquisition involves the transfer of 264,679,740 shares from Xinhua News Agency to Xinhua Investment, which will result in Xinhua Investment holding a total of 318,779,610 shares, representing 61.42% of Xinhua Net's total share capital [9][10] - The legal opinion confirms that the acquisition complies with relevant regulations, specifically allowing for exemption from making a public offer due to the transfer occurring between entities under the same actual controller [9][12] Group 2 - Xinhua Investment is a limited liability company established on January 18, 2012, with a registered capital of 101 million yuan, and is wholly owned by Xinhua News Agency [4][5] - The consistent action relationship between Xinhua Investment and China Economic Information Society (the consistent action party) is established, with Xinhua Investment being the controlling shareholder of the latter [5][6] - The legal opinion states that both the acquirer and the consistent action party are legally established and do not fall under any prohibitive conditions for acquiring listed companies as per the regulations [7][12] Group 3 - The acquisition has undergone necessary approval procedures, and there are no substantial legal obstacles to its implementation [10][12] - The parties involved have fulfilled their disclosure obligations as required by the relevant regulations [11][12] - There have been no stock trading activities by the acquirer or its related parties in the six months prior to the issuance of the legal opinion, ensuring compliance with securities regulations [11][13]