新兴铸管: 北京市中伦律师事务所关于新兴铸管股份有限公司控股股东增持公司股份的法律意见书

Core Viewpoint - The legal opinion letter confirms that the controlling shareholder of Xinxing Casting Pipe Co., Ltd., Xinxing Jihua Group Co., Ltd., is legally qualified to increase its shareholding in the company, and the increase complies with relevant laws and regulations [1][5][9]. Group 1: Shareholder Information - The controlling shareholder, Xinxing Jihua Group, holds 1,594,808,303 shares, accounting for 40.24% of the company's total issued shares before the increase [5]. - The registered capital of Xinxing Jihua Group is 518.73 million yuan, and it was established on January 8, 1997 [4]. Group 2: Increase Details - The increase plan was announced on December 21, 2024, with a total investment of no less than 150 million yuan and no more than 300 million yuan, representing up to 2% of the company's total share capital [7]. - As of June 20, 2025, Xinxing Jihua Group has increased its holdings by 43,509,700 shares, which is 1.10% of the total share capital, with a total investment of 152,642,645 yuan [7]. Group 3: Compliance and Disclosure - The increase falls under the exemption from mandatory tender offer as it does not exceed the 2% threshold within 12 months after holding more than 30% of the shares [8]. - The company has fulfilled its information disclosure obligations regarding the increase, including details about the shareholder and the increase plan [9].