CHENGZHI(SZ:000990) Zheng Quan Zhi Xing·2025-07-03 16:15Core Viewpoint - The legal opinion letter from Beijing Jindu (Qingdao) Law Firm confirms that Qingdao Dongjiakou Development Group Co., Ltd. can be exempted from making a public offer in the acquisition of Qingdao Haikong Investment Holdings Co., Ltd. [1][2] Group 1: Acquisition Details - The acquisition involves the transfer of 100% ownership of Qingdao Haikong Investment Holdings Co., Ltd. from Haikong Group to Dongjiakou Group, allowing Dongjiakou Group to indirectly hold 374,650,564 shares of Chengzhi Co., Ltd., representing 30.83% of the total share capital [1][7] - The actual controller of both the listed company and the acquirer remains the New District State-owned Assets Supervision and Administration Commission, ensuring no change in control [7][9] Group 2: Legal Compliance - The law firm conducted thorough checks and confirmed that Dongjiakou Group meets the qualifications for the acquisition and does not fall under any prohibitive conditions outlined in the Acquisition Management Measures [6][10] - The acquisition complies with Article 62 of the Acquisition Management Measures, which allows for exemption from making a public offer when the transfer occurs between entities under the same actual controller [7][9] Group 3: Procedural Aspects - The necessary procedures for the acquisition have been completed, including the signing of the "Agreement on the Free Transfer of State-owned Property" between Haikong Group and Dongjiakou Group [9][10] - The acquirer has fulfilled the required disclosure obligations as per relevant laws and regulations, including the preparation of the acquisition report [10]