FiberHome(SH:600498) Zheng Quan Zhi Xing·2025-08-21 11:18Core Viewpoint - The legal opinion issued by Shanghai Jintiancheng Law Firm confirms that China Information Communication Technology Group Co., Ltd. (China Xin Ke) can subscribe to the A-share stock issuance of Fenghuo Communication Technology Co., Ltd. for the year 2024 without triggering a mandatory tender offer [1][10]. Group 1: Subject Qualification of the Subscriber - The subscriber, China Xin Ke, is a wholly state-owned limited liability company with a registered capital of 3 billion RMB [5]. - The company is located in Wuhan and has been verified to meet the qualifications for subscribing to the stock issuance [5][9]. Group 2: Approval and Authorization of the Issuer's Stock Issuance - The issuer has obtained necessary internal approvals and authorizations for the stock issuance, including various resolutions and reports related to the issuance plan [6][7]. - The stock issuance has received regulatory approval from relevant authorities, including the China Securities Regulatory Commission [8]. Group 3: Changes in Equity from the Subscription - Following the issuance, China Xin Ke will hold 86,546,026 shares directly and 494,097,741 shares indirectly, resulting in a total holding exceeding 30% [9][10]. - The control structure of the issuer will remain unchanged, with Fenghuo Technology still being the controlling shareholder [9][10]. Group 4: Conditions for Exemption from Mandatory Tender Offer - The subscription meets the conditions for exemption from a mandatory tender offer as stipulated in the Acquisition Management Measures, allowing China Xin Ke to exceed the 30% threshold without triggering a tender offer [10].