湖南发展: 湖南启元律师事务所关于湖南能源集团电力投资有限公司及其一致行动人收购湖南能源集团发展股份有限公司股份免于发出要约事宜的法律意见书

Core Viewpoint - The legal opinion letter confirms that Hunan Energy Group Electric Power Investment Co., Ltd. and its concerted actions can acquire shares of Hunan Energy Group Development Co., Ltd. without the need to issue a public offer, based on compliance with relevant regulations [1][6]. Group 1: Acquisition Details - The acquisition involves Hunan Development purchasing 90% equity in Tongwan Hydropower, 90% in Qingshui Pond Hydropower, 88% in Xiaoxi Hydropower, and 85% in Gaotan Hydropower through a combination of issuing shares and cash [4][6]. - Before the transaction, Hunan Energy Group held 51.53% of Hunan Development's shares, which will increase to 60.58% post-transaction, while other shareholders will decrease from 48.47% to 39.42% [7][9]. Group 2: Legal Compliance - The legal opinion states that the acquisition meets the criteria for exemption from the public offer requirement as outlined in the Acquisition Management Measures, specifically that the acquirer and its concerted actions already hold over 50% of the shares [6][9]. - Hunan Energy Group Electric Power Investment Co., Ltd. is confirmed to be a valid entity for this acquisition, with no legal or regulatory barriers preventing the transaction [5][6].