INFUND HOLDING(SZ:002141) Zheng Quan Zhi Xing·2025-06-26 16:50Core Viewpoint - The legal opinion letter addresses the inquiry regarding the control and governance structure of Xianfeng Holdings Co., Ltd. in response to the 2024 annual report inquiry letter, emphasizing the importance of understanding the actual control situation and the commitments made by major shareholders [1][2][3]. Group 1: Company Control Structure - As of April 10, 2025, the largest shareholder is Shenzhen Ansheng Zhihua Investment Partnership, holding 19.18% of shares, followed by Xianfeng Holdings Group with 11.05% [5][6]. - The board of directors consists of 7 members, with 4 non-independent directors and 3 independent directors, indicating a significant influence from Xianfeng Group and its affiliates [7][8]. - Ansheng Zhihua has committed to not transferring its shares for 18 months post-acquisition and has waived voting rights for 12 months, which impacts the control dynamics of the company [6][14]. Group 2: Governance and Decision-Making Mechanisms - The company’s governance structure includes a shareholders' meeting, board of directors, and supervisory board, with the shareholders' meeting being the highest authority [9][10]. - The decision-making process requires a majority vote for ordinary resolutions and a two-thirds majority for special resolutions, ensuring that significant decisions reflect shareholder interests [11][12]. - The current management team, including the general manager and financial director, has been confirmed through board resolutions, indicating stability in leadership [10][11]. Group 3: Shareholder Commitments and Future Plans - Ansheng Zhihua has stated that it does not have undisclosed arrangements regarding voting rights and has no plans for share reduction or acquisition in the near future [14][15]. - The firm has not participated in any shareholder meetings or management decisions since acquiring shares, reinforcing its non-involvement in control [14][15]. - The commitments made by Ansheng Zhihua are crucial for maintaining the current governance structure and preventing any abrupt changes in control [14][15].