GUOFENG(SZ:000859) Zheng Quan Zhi Xing·2025-08-21 17:00Core Viewpoint - The document outlines the legal opinions regarding the acquisition of assets by Anhui Guofeng New Materials Co., Ltd. through the issuance of shares and cash payment, along with the associated fundraising and related party transactions [1][2]. Group 1: Legal Framework and Compliance - The law firm Anhui Tianhe has been appointed to provide legal advice on the transaction, ensuring compliance with relevant laws and regulations such as the Company Law and Securities Law [1][2]. - The firm has issued previous legal opinions and supplementary opinions regarding the transaction, indicating a thorough review process [2][3]. Group 2: Employee Stock Ownership Plan - The document discusses the employee stock ownership platform, Taohu Jinzhang Enterprise Management Consulting Partnership, which has undergone multiple changes in partnership shares, raising questions about the valuation and transfer pricing [3][4]. - The historical performance and valuation of the target assets are scrutinized, particularly regarding the differences in share repurchase prices compared to previous capital increases [4][12]. Group 3: Valuation and Pricing - The valuation for the capital increase in January 2022 was set at 12.031 yuan per share, with a pre-investment valuation of approximately 1 billion yuan [12][13]. - The repurchase price for shares in January 2024 was determined based on the company's financial performance and market conditions, with a total valuation of 600 million yuan [14][15]. Group 4: Transaction Developments - The company has maintained good communication with the transaction counterpart, Su Quan, who decided to withdraw from the transaction due to personal information disclosure concerns, leading to the signing of a termination agreement [16]. - The stock incentive plan is progressing, with the company planning to use repurchased shares for employee incentives, ensuring that the plan remains intact despite the ongoing transactions [17][18]. Group 5: Financial Reporting and Accounting - The document outlines the accounting treatment for share-based payments, confirming that the recognition of share payment expenses is accurate and reasonable according to accounting standards [20][21]. - The total share payment expenses to be recognized over the service period are detailed, indicating a structured approach to financial reporting [21].