宏达股份: 北京市康达律师事务所关于《四川宏达股份有限公司收购报告书》的法律意见书

Group 1 - The acquisition is led by Shudao Group, which aims to optimize the capital structure of Hongda Co., improve liquidity, and enhance control over the company [13][14] - Shudao Group will acquire 609,600,000 shares of Hongda Co. at a price of 4.68 yuan per share, totaling approximately 2.85 billion yuan [16][17] - After the acquisition, Shudao Group will hold 1,245,914,805 shares, representing 47.17% of Hongda Co.'s total share capital [14][15] Group 2 - Shudao Group is a state-owned enterprise controlled by the Sichuan Provincial State-owned Assets Supervision and Administration Commission, with a registered capital of 54.226 billion yuan [6][7] - Hongda Co. has faced financial difficulties, including bankruptcy restructuring, but the restructuring plan has been approved and completed [9][13] - The financial data of Shudao Group shows total assets of approximately 150 billion yuan and net profit of about 590 million yuan for the latest fiscal year [8][9] Group 3 - The acquisition has been approved by the necessary corporate governance bodies, including the board of directors and the shareholders' meeting of Hongda Co. [14][15] - The acquisition is structured to ensure that the controlling shareholder and actual controller of Hongda Co. remain unchanged post-acquisition [14][15] - Shudao Group and its concerted actors have not faced any significant legal or administrative penalties in the last five years [9][11]