Zheng Quan Zhi Xing·2025-08-29 12:17Group 1 - The legal opinion letter is issued by Beijing Zhonglun Law Firm regarding Dongfeng Motor Group (Wuhan) Investment Co., Ltd.'s exemption from making a tender offer for shares of Dongfeng Motor Co., Ltd. [1][2] - The opinion is based on the provisions of the Company Law, Securities Law, and relevant regulations issued by the China Securities Regulatory Commission [2][3] - Dongfeng Investment is a legally established limited liability company with a registered capital of 61.05 million yuan and is not subject to any circumstances that would require its termination or dissolution [9][11] Group 2 - Dongfeng Investment is eligible to acquire shares without making a tender offer as the share transfer occurs between different entities under the same actual controller, which does not change the actual controller of the listed company [11][12] - The acquisition involves Dongfeng Investment absorbing Dongfeng Group Co., Ltd., thereby inheriting 1,100,000,000 shares of Dongfeng Motor Co., Ltd., which represents 55% of its total share capital [11][12] - The acquisition has already completed necessary authorizations and approvals, and further procedures include obtaining the required votes from independent H shareholders [13][14] Group 3 - There are no foreseeable legal obstacles to the acquisition, provided all legal procedures and obligations are fulfilled [15] - Dongfeng Investment has complied with information disclosure obligations as per the relevant laws and regulations [15][16] - There have been no significant violations of securities laws by Dongfeng Investment or its executives in the six months prior to the acquisition [16]