*ST创兴: 浙江天册律师事务所关于上海创兴资源开发股份有限公司控股股东及实际控制人认定事宜的法律意见书

Core Viewpoint - The legal opinion confirms that after the judicial auction, Shanghai Chuangxing Resource Development Co., Ltd. does not have a controlling shareholder, and Wang Xiangrong becomes the actual controller of the company [11]. Group 1: Judicial Auction and Shareholding Changes - Zhejiang Huqiao Industrial Co., Ltd. (the former controlling shareholder) had 67 million shares successfully auctioned, with a total transaction amount of approximately 234.11 million yuan [2][4]. - Following the auction, the top ten shareholders and their holdings were updated, with significant changes in the shareholding structure [5]. Group 2: Shareholder Structure and Control - After the auction, Huqiao Industrial holds 8.15% of the total shares, while Hainan Furongxing holds 7.79%, and Pingtan Yuanchu holds 6.82%, leading to a dispersed shareholding structure [10]. - Wang Xiangrong, through controlling Pingtan Yuanchu and Wenling Lixin, indirectly controls 9.88% of the total shares, and together with his concerted actions with Zhong Renzhi and Yan Yi, controls 15.75% of the shares, which is sufficient to influence shareholder decisions [10][11]. Group 3: Legal Basis for Control Recognition - The legal basis for identifying controlling shareholders and actual controllers is derived from the Company Law, Stock Listing Rules, and Acquisition Management Measures, which define the criteria for control [9][11]. - The conclusion drawn is that there is no single shareholder with over 50% control, and Wang Xiangrong is recognized as the actual controller due to his ability to influence shareholder decisions [11].