恒丰纸业: 北京市时代九和律师事务所补充法律意见书（三）

Core Viewpoint - The legal opinion regarding the asset acquisition and related transactions of Mudanjiang Hengfeng Paper Co., Ltd. emphasizes the compliance with national industrial policies and legal regulations, as well as the operational independence of the target company during the management period [1][2][3]. Group 1: Management and Control - During the management period, the target company's shareholders' meetings and board operations were conducted independently, with the management committee not able to exercise the rights of the shareholders' meeting or board [6][9][11]. - The target company is controlled by Zhujiang Paper Industry and its actual controller Zhang Hua, with the listing company not holding any equity in the target company [11][12]. - The management committee, established under the entrusted management agreement, is a temporary internal body and cannot replace the board's authority [10][13]. Group 2: Regulatory Compliance - The target company has obtained a tobacco monopoly production enterprise license, with the latest renewal valid until May 2029, confirming its legal and effective status [15][21]. - The target company's main business activities align with national industrial policies, as it produces cigarette paper and other specialty papers, which are not classified as restricted or eliminated industries [21][22]. - The transaction complies with environmental protection laws, land management regulations, and antitrust laws, with no violations reported during the operational period [22][23]. Group 3: Financial and Operational Aspects - The target company has a history of financial difficulties, including overdue bank loans, but the restructuring plan allows for potential recovery and compliance with creditor claims [24][26]. - The transaction is expected to enhance the listing company's operational efficiency and market share in the international tobacco industry, addressing production capacity constraints [3][5]. - The listing company plans to integrate business, assets, and personnel post-transaction to maximize operational benefits [3][4].