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厦门钨业: 福建至理律师事务所关于福建省工业控股集团有限公司免于发出要约事宜的法律意见书

Group 1 - The core opinion of the article is that Fujian Industrial Holding Group Co., Ltd. is legally permitted to acquire an 80% stake in Fujian Metallurgy (Holding) Co., Ltd. through a non-compensatory transfer, which indirectly grants it a 30.90% stake in Xiamen Tungsten Co., Ltd. without the need to issue a public offer [1][8][12] - The acquisition is approved by the relevant government and state-owned asset management departments, allowing the investor to exceed the 30% threshold in a listed company without triggering mandatory offer requirements [8][12] - Fujian Industrial Holding Group is a wholly state-owned enterprise under the supervision of the Fujian Provincial State-owned Assets Supervision and Administration Commission, confirming its legal status and ability to conduct the acquisition [6][7][12] Group 2 - The acquisition process has followed necessary approval procedures, including the transfer of shares from the Fujian Provincial State-owned Assets Supervision and Administration Commission to Fujian Industrial Holding Group [10][12] - The acquisition does not face any substantial legal obstacles, as it does not involve direct changes in shareholding of Xiamen Tungsten Co., Ltd. and complies with relevant regulations [10][12] - The company has fulfilled its information disclosure obligations as required by the Securities Law and the Regulations on the Management of Acquisitions of Listed Companies [11][12]