Xi'an Manareco(SH:688550) Zheng Quan Zhi Xing·2025-08-13 13:14Core Viewpoint - The legal opinion confirms that the controlling shareholder of Xi'an Ruilian New Materials Co., Ltd. is Kaidou Group, while the actual controller is the Qingdao West Coast New Area State-owned Assets Supervision and Administration Commission [1][9]. Group 1: Legal Basis for Shareholder Control - The definition of a controlling shareholder is provided by the Company Law, which states that a shareholder holding more than 50% of the shares or having significant voting rights can be considered a controlling shareholder [3]. - The Stock Listing Rules further clarify that control can be established through various means, including holding over 50% of shares or having the ability to influence board decisions significantly [2][3]. Group 2: Shareholding Structure - As of August 8, 2025, the top ten shareholders of Ruilian New Materials were identified, with Kaidou Group holding 22,227,464 shares, representing 12.81% of the total share capital [6]. - The shareholding structure indicates that Kaidou Group has significant voting rights, totaling 25% of the total voting rights in the company [6][9]. Group 3: Board of Directors Composition - The fourth board of directors consists of 9 members, with 5 non-independent directors and 3 independent directors, all elected in accordance with the company's articles of association [8]. - Kaidou Group nominated 3 out of 5 non-independent directors and 2 out of 3 independent directors, indicating its influence over board composition [8][9]. Group 4: Conclusion on Control - The legal opinion concludes that Kaidou Group is the controlling shareholder and that the actual controller is the Qingdao West Coast New Area State-owned Assets Supervision and Administration Commission, based on the analysis of shareholding and board composition [9].