SPICYD(SH:600292) Zheng Quan Zhi Xing·2025-08-31 10:20Core Viewpoint - The legal opinion letter from Beijing Zhongzi Law Firm addresses the acquisition of assets by State Power Investment Corporation's Yuanda Environmental Protection Co., Ltd. through the issuance of shares and cash payment, along with the associated fundraising and related transactions [2][3][4]. Group 1: Transaction Overview - Yuanda Environmental Protection plans to acquire 100% equity of Wuling Power Co., Ltd. from China Power International Development Co., Ltd. and Hunan Xiangtou International Investment Co., Ltd., as well as 64.93% equity of Guangxi Changzhou Hydropower Development Co., Ltd. from State Power Investment Corporation Guangxi Electric Power Co., Ltd. [2][3]. - The transaction involves issuing shares to no more than 35 specific investors to raise supporting funds [2][3]. Group 2: Legal Opinions and Inquiries - The law firm has issued multiple legal opinions regarding the transaction, with the latest being a supplementary legal opinion to address inquiries from the Shanghai Stock Exchange [3][4]. - The supplementary legal opinion confirms the authenticity, accuracy, and completeness of the information provided and is intended solely for the purpose of this transaction [4]. Group 3: Pre-Reorganization Details - Prior to the transaction, Wuling Power and Changzhou Hydropower underwent a pre-reorganization, which included acquiring 36 companies and selling 96 companies [6]. - There are still 8 companies pending completion of industrial and commercial change registration, with a lawsuit involving a minority shareholder of one of the companies claiming non-operational fund occupation amounts to approximately 2.5 billion yuan [6][8]. Group 4: Litigation and Its Implications - A lawsuit has been filed by Qingyuan Hefeng against Wuling Power, claiming various breaches of agreement, including financial management and profit distribution [8][9]. - The court has scheduled a hearing for September 9, 2025, with an expected conclusion of the first instance by October 2025, which may affect the timing of the equity transfer and registration [9][10]. Group 5: Industry Competition Analysis - The transaction is analyzed for potential competition issues, particularly between the hydropower and new energy sectors in Hunan and Guangxi provinces [17][18]. - The legal opinion indicates that the competition primarily exists within provincial boundaries, and the different types of power generation do not constitute significant competition [17][18].