Kehua Holdings(SH:603161) Zheng Quan Zhi Xing·2025-08-27 10:16Core Viewpoint - The legal opinion from Beijing Deheng Law Firm confirms that Lu Hongping and Tu Han can acquire shares of Kehua Holdings without the obligation to make a public offer, based on compliance with relevant regulations and shareholder approvals [6][11]. Group 1: Acquisition Details - Lu Hongping and Tu Han plan to acquire a total of 41,220,752 shares from the transferor, representing 21.20% of the total shares before the issuance [7]. - After the acquisition, the total shares held by the acquirers will increase to 77,944,112 shares, accounting for 34.73% of the total shares post-issuance [7]. - The acquisition includes a commitment that the newly issued shares will not be transferred for 36 months following the issuance [7]. Group 2: Legal Basis for Exemption - According to Article 63 of the Acquisition Management Measures, investors can be exempted from making a public offer if they acquire new shares that exceed 30% of the total issued shares, with the approval of non-related shareholders [6][11]. - The board of directors of Kehua Holdings has approved the proposal to exempt the acquirers from making a public offer, pending approval from the shareholders' meeting [8]. Group 3: Compliance and Approval Process - The acquisition has undergone necessary approval procedures, including compliance checks by the Shanghai Stock Exchange and the need for shareholder approval for the issuance of new shares [9]. - The acquirers have fulfilled the current disclosure obligations as required by the Acquisition Management Measures [10][11]. Group 4: Legal Status of Acquirers - Lu Hongping and Tu Han are confirmed to have the legal capacity to act as shareholders of the listed company and do not fall under any disqualifying conditions as per the Acquisition Management Measures [6][11]. - There have been no securities violations by the acquirers or their immediate family members in the six months preceding the acquisition [10][11].