宁波建工: 北京大成律师事务所关于宁波建工股份有限公司发行股份购买资产暨关联交易之补充法律意见书（四）

Core Viewpoint - The supplementary legal opinion letter indicates that the transaction involving Ningbo Construction Co., Ltd. is progressing with adjustments to share issuance price and quantity due to a profit distribution plan, while remaining compliant with relevant regulations and not constituting a major asset restructuring [3][4][15]. Transaction Plan - The share issuance price has been adjusted from 3.59 yuan to 3.49 yuan per share, and the number of shares to be issued has increased from 425,404,059 to 437,593,287 shares due to the implementation of a profit distribution plan [3][4]. Subject Qualifications - The qualifications of the listed company and the transaction counterpart,交投集团, have not changed during the supplementary verification period, confirming their eligibility to engage in the transaction [4][5]. Approvals and Authorizations - New approvals and authorizations have been obtained during the supplementary verification period, including the approval of the asset evaluation report and the revised transaction report [4][5]. Related Agreements - The related agreements for the transaction have remained unchanged during the supplementary verification period [5]. Target Assets - The basic situation, shareholding structure, and historical evolution of the target company have not changed during the supplementary verification period [5][6]. Business Qualifications - The main business of the target company has not changed, and one new major qualification has been added during the supplementary verification period [8]. Debt and Liability Handling - The handling of debts and liabilities related to the transaction has not changed during the supplementary verification period [9]. Information Disclosure - New information disclosures related to the transaction have been made, including announcements regarding the asset evaluation report and the revised transaction report [10][11]. Substantial Conditions - The transaction meets the substantial conditions outlined in the restructuring management measures, including compliance with industry policies and absence of significant legal obstacles [11][12][14]. Conclusion - The legal opinion concludes that the transaction complies with relevant laws and regulations, does not constitute a major asset restructuring, and has no substantial legal obstacles to its implementation [15][16].