CS&S(SH:600536) Zheng Quan Zhi Xing·2025-07-04 16:43Core Viewpoint - The legal opinion issued by Beijing King & Wood Mallesons (Chengdu) Law Firm confirms that China Electronics Corporation and its concerted party, China Electronics Jin Investment Holdings Co., Ltd., are eligible to subscribe for shares in China Software and Technology Service Co., Ltd. without triggering a mandatory tender offer [1][2][4]. Group 1: Subscription Details - The subscription involves China Electronics and its wholly-owned subsidiary, China Electronics Jin Investment, participating in the issuance of A-shares for the year 2024 [2][4]. - China Electronics currently holds 54,643,446 shares directly, representing 6.43% of the total share capital, and indirectly holds 252,814,614 shares through its subsidiary, totaling 36.17% of the total share capital [6][8]. - After the issuance, China Electronics will hold 122,241,463 shares directly (13.00%) and 252,814,614 shares indirectly, leading to a total of 397,588,749 shares, which is 42.29% of the total share capital [8][9]. Group 2: Legal Compliance - The legal opinion confirms that the subscribers do not fall under any prohibitive conditions outlined in the M&A Regulations, thus qualifying for the subscription [6][9]. - The subscription meets the criteria for exemption from a mandatory tender offer as stipulated in Article 63 of the M&A Regulations, given that the shareholders approved the subscription and the subscribers committed to not transferring the newly acquired shares for 36 months [9][10].