水发燃气: 海市锦天城律师事务所关于水发集团有限公司及其一致行动人免于发出要约事宜的法律意见书

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that Shandong Water Development Group Co., Ltd. and its concerted parties are exempt from making a tender offer in relation to the issuance of new shares by Shandong Water Development Gas Co., Ltd. [1][2] Group 1: Company and Shareholder Information - Shandong Water Development Group Co., Ltd. is a state-controlled limited liability company with a registered capital of 600,069.652081 million yuan, established on November 8, 2009 [7]. - The company is involved in various water resource projects, including development, supply, and wastewater treatment [7]. - The shareholding structure indicates that the Shandong Provincial Government holds 100% of the shares in Shandong Water Development Group [7]. - Shandong Water Development Holding Group Co., Ltd. and Shandong Water Development Gas Group Co., Ltd. are subsidiaries of Shandong Water Development Group, both of which are also limited liability companies [9][8]. Group 2: Issuance and Tender Offer Exemption - The total amount to be raised from the issuance of new shares is not to exceed 50,000 million yuan, with Shandong Water Development Group intending to fully subscribe to the new shares [10]. - Following the issuance, Shandong Water Development Group and its concerted parties will hold over 30% of the total shares, triggering the obligation to make a tender offer under the Acquisition Management Measures [10]. - However, the issuance qualifies for an exemption from the tender offer requirement as it meets the conditions outlined in the Acquisition Management Measures, specifically regarding shareholder approval and the commitment not to transfer shares for 36 months [11][12]. Group 3: Approval Procedures - The issuance has undergone necessary internal approvals, including meetings held on August 8 and August 28, 2023, where relevant resolutions were passed [12]. - The issuance plan requires final approval from the China Securities Regulatory Commission (CSRC) before implementation [12].