思创医惠: 北京德恒(杭州)律师事务所关于思创医惠科技股份有限公司重大资产出售暨关联交易的补充法律意见(二)

Core Viewpoint - The document provides supplementary legal opinions regarding the major asset sale and related transactions of Sichuang Medical Technology Co., Ltd, confirming that the transaction complies with relevant laws and regulations, and that the involved parties have the necessary qualifications and approvals [5][14]. Group 1: Transaction Overview - The transaction plan remains unchanged as of the date of the supplementary legal opinion, and it complies with the relevant regulations [5][14]. - The transaction constitutes a related party transaction and a major asset restructuring, but does not qualify as a restructuring listing [5][14]. Group 2: Qualification of Parties - Both parties involved in the transaction have the necessary qualifications to participate in the major asset restructuring [5][14]. Group 3: Approvals and Authorizations - The transaction has obtained necessary approvals and authorizations from the company's board, including agreements from independent directors to submit related matters for board review [5][14]. Group 4: Related Agreements - The content and form of the share transfer agreement comply with relevant regulations and have been signed, becoming effective upon meeting specified conditions [5][14]. Group 5: Asset Details - The corporate structure of Yihui Technology (Guangdong) Co., Ltd has changed, and the total subscribed capital is 1,000 million yuan, with a 100% ownership structure [8]. - The rental situation of Yihui Technology's properties remains unchanged, with specific details on rental areas and terms provided [8]. Group 6: Financial Status - As of May 28, 2025, Yihui Technology's accounts receivable balance is 72,798.13 million yuan, with a bad debt provision of 46,067.03 million yuan [9]. Group 7: Legal Matters - Yihui Technology has not concluded any significant litigation or arbitration cases as of the date of the opinion [11]. - There are no ongoing administrative penalty cases against Yihui Technology [11]. Group 8: Related Transactions and Competition - The transaction involves related party transactions, and necessary approval procedures have been followed to avoid new competition in the same industry [12][14]. Group 9: Information Disclosure - The company has fulfilled its major information disclosure obligations related to the transaction, including board resolutions and relevant reports [12][16]. Group 10: Conclusion - The transaction meets the substantive conditions outlined in the restructuring management measures, and all involved securities service institutions are qualified to provide services for the transaction [14][16].