北京天驰君泰（成都）律师事务所 关于 福华通达化学股份公司免于发出要约事宜 之 法律意见书 法律意见书 北京天驰君泰（成都）律师事务所 法律意见书 北京天驰君泰（成都）律师事务所 关于福华通达化学股份公司免于发出要约事宜之 致：福华通达化学股份公司 根据福华通达化学股份公司（以下简称"福华化学"或"收购人"）的委托， 北京天驰君泰（成都）律师事务所（以下简称"本所"）现就福华通达化学股份 公司免于发出要约事宜，依据《中华人民共和国证券法》《中华人民共和国公司 法》 《上市公司收购管理办法》 《律师事务所从事证券法律业务管理办法》和《律 师事务所证券法律业务执业规则（试行）》等有关法律、行政法规、部门规章的 相关规定，按照律师行业公认的业务标准、道德规范和勤勉尽责精神出具本法律 意见书。 为出具本法律意见书，本所及本所律师特作如下声明： 出具本法律意见书之目的，不包括中国香港特别行政区、中国澳门特别行政区及 中国台湾地区）现行有效的法律、法规及其他规范性文件的规定发表法律意见， 并仅根据对相关事实的了解和对法律的理解发表法律意见。 提供了本所为出具本法律意见书所要求收购人提供的原始书面材料、副本材料、 复印材料 ...

Core Viewpoint - China Changan Automobile Group Co., Ltd. is acquiring Harbin Dong'an Automobile Power Co., Ltd. and is exempt from making a public offer for shares due to the nature of the transaction, which does not change the actual controller of the listed company [9][12]. Group 1: Acquisition Details - The acquisition involves the transfer of 100% equity of Chenzhi Group from China Weapon Equipment Group to China Changan Automobile, resulting in Changan indirectly holding 50.93% of Harbin Dong'an's shares [8][9]. - The actual controller of Harbin Dong'an remains the State-owned Assets Supervision and Administration Commission of the State Council, ensuring compliance with regulatory requirements [9][12]. Group 2: Legal and Regulatory Compliance - The acquisition has followed necessary legal procedures, including obtaining relevant approvals and fulfilling disclosure obligations as per the Securities Law and the Regulations on the Management of Acquisitions [10][11]. - The law firm confirms that there are no substantial legal obstacles to the acquisition, and the acquiring party has not engaged in any illegal securities activities in the six months prior to the acquisition [11][12]. Group 3: Company Information - China Changan Automobile Group Co., Ltd. is a state-owned limited liability company with a registered capital of 2 billion RMB, established on July 27, 2025 [6][10]. - The company is involved in various automotive-related activities, including vehicle manufacturing, investment management, and technology services [6].

中信建投证券股份有限公司 关于 哈尔滨东安汽车动力股份有限公司 收购报告书 之 财务顾问报告 财务顾问 二〇二五年七月 重要提示 目 录 三、对收购人主体资格、经济实力、规范运作能力、其他附加义务及诚信 七、涉及收购人以证券支付收购价款的，应当说明有关该证券发行人的信 十三、收购人、收购人的关联方与被收购公司之间是否存在业务往来，收 购人与被收购公司的董事、监事、高级管理人员是否就其未来任职安排达成某 十四、本次交易中，收购人、财务顾问不存在直接或间接有偿聘请其他第 第一节 释 义 在本财务顾问报告中，除非另有说明，以下简称具有如下含义： 《中信建投证券股份有限公司关于哈尔滨东安汽车动力股份 本财务顾问报告 指 有限公司收购报告书之财务顾问报告》 收购人、中国长安汽 中国长安汽车集团有限公司，中国兵器装备集团有限公司存 指 车 续分立的新设公司 兵器装备集团 指 中国兵器装备集团有限公司 上市公司、东安动力 指 哈尔滨东安汽车动力股份有限公司 国务院国资委 指 国务院国有资产监督管理委员会 收购报告书 指 《哈尔滨东安汽车动力股份有限公司收购报告书》 《分立协议》 指 《中国兵器装备集团有限公司分立协议》 兵 ...

Core Viewpoint - The acquisition of Hunan Tianyan Machinery Co., Ltd. by China Chang'an Automobile Group Co., Ltd. is a result of the restructuring of the China Ordnance Equipment Group, which involves the separation of its automotive business into a newly established entity. This acquisition does not change the actual controller of the listed company, which remains the State-owned Assets Supervision and Administration Commission of the State Council [1][8]. Group 1: Acquisition Details - The acquisition involves the indirect holding of 37.25% of Hunan Tianyan by China Chang'an Automobile, making it the indirect controlling shareholder [1][8]. - The acquisition is exempt from the requirement to make a public offer for additional shares, as the actual controller of Hunan Tianyan remains unchanged [1][25]. Group 2: Financial Advisor's Role - CITIC Securities serves as the financial advisor for the acquisition, ensuring compliance with relevant laws and regulations while conducting due diligence [1][5]. - The financial advisor confirms that all information provided by the acquirer is accurate and complete, and it assumes no responsibility for investment decisions made based on this report [2][5]. Group 3: Financial Status of the Acquirer - China Chang'an Automobile was established on July 27, 2025, with a registered capital of 2 billion yuan and a total asset value of approximately 5.32 billion yuan as of May 31, 2025 [10][11]. - The company has a debt-to-asset ratio of 18.84%, indicating a stable financial position [11]. Group 4: Management and Operational Integrity - The acquirer has committed to maintaining the independence of Hunan Tianyan in terms of operations, assets, and finances, ensuring no adverse impact on the listed company's stability [18][20]. - There are no plans for significant changes in the management structure or business operations of Hunan Tianyan following the acquisition [14][15]. Group 5: Compliance and Regulatory Aspects - The acquisition has received the necessary approvals and is in compliance with the relevant regulatory frameworks, including the Company Law and Securities Law [10][13]. - The financial advisor has verified that there are no undisclosed related party transactions between the acquirer and Hunan Tianyan [22][23].

Group 1 - The acquisition involves Shanghai Tongcheng Enterprise Management Partnership acquiring control of Dalian Shengya Tourism Holding Co., Ltd. through a private placement of shares [1][11][12] - The acquisition aims to enhance the long-term value of Dalian Shengya and support sustainable development, particularly benefiting minority shareholders [11][12] - Shanghai Tongcheng will hold 38,640,000 shares, representing 23.08% of Dalian Shengya's total shares post-acquisition, and will control 30.88% of the voting rights [14][38] Group 2 - The acquisition requires approvals from various regulatory bodies, including the State-owned Assets Supervision and Administration Commission, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [2][13] - The acquisition is structured to allow Shanghai Tongcheng to avoid making a mandatory tender offer due to the approval from non-related shareholders [38] - The share price for the acquisition is set at 24.75 yuan per share, which is 80% of the average trading price over the previous 20 trading days [17][18] Group 3 - Shanghai Tongcheng has committed to not transferring the newly acquired shares for 36 months following their listing [11][21] - The acquisition will result in a change of control, with Shanghai Tongcheng becoming the indirect controlling shareholder of Dalian Shengya through its partnership structure [15][38] - The acquisition is part of a broader strategy to integrate resources and improve the operational management of Dalian Shengya [11][12] Group 4 - The financial status of Shanghai Tongcheng is currently not disclosed as it has not commenced substantive operations [9] - The partnership structure indicates that Suzhou Longyue Tiancheng holds a 62.15% stake in Shanghai Tongcheng, thus controlling the partnership [6][7] - There have been no significant legal or regulatory penalties against Shanghai Tongcheng in the past five years [9]

Core Viewpoint - Jiangsu Jinzhikeji Co., Ltd. is undergoing a significant equity change, with the transfer of shares from Jiangsu Jinzhikeji Group to Nanjing Zhidi Huiying Technology Partnership and Zhejiang Zhiyong Equity Investment Partnership, indicating a strategic shift in ownership and potential future developments in the company [1][2][3]. Group 1: Equity Change Details - The equity change involves an increase in shares through a transfer agreement, with Nanjing Zhidi Huiying acquiring shares from Jiangsu Jinzhikeji Group [1][2]. - The agreement was signed on July 22, 2025, and requires compliance with the regulations of the Shenzhen Stock Exchange for the transfer process [1][2]. - The report confirms that the information disclosure obligations have been met according to relevant laws and regulations [1][2]. Group 2: Parties Involved - The information disclosure obligor is Nanjing Zhidi Huiying Technology Partnership, with a registered capital of 200 million yuan [5][11]. - Zhejiang Zhiyong Equity Investment Partnership, another party involved, has a registered capital of 335 million yuan and is managed by Beijing Zheshang Huaying Investment Management Co., Ltd. [5][11]. - The actual controllers of Nanjing Zhidi Huiying are Zhao Dan and Xiao Ming, while the actual controller of Zhejiang Zhiyong is Chen Yueming [6][7]. Group 3: Financial Overview - Nanjing Zhidi Huiying and its managing partner, Zhejiang Zhichuang, have been established specifically for this equity change and currently have no financial data available [11]. - Zhejiang Zhiyong's managing partner, Zheshang Huaying, has reported significant financial growth over the past three years, with total assets increasing from 172.18 million yuan in 2022 to 1.53 billion yuan in 2024 [12]. - The net profit for Zheshang Huaying rose from a loss of 104.21 million yuan in 2022 to a profit of 579.75 million yuan in 2024, indicating a strong recovery and growth trajectory [12].

Group 1 - The legal opinion letter is issued by Beijing Zhonglun Law Firm regarding the acquisition report of Shanghai Kaikai Industrial Co., Ltd, confirming the compliance with relevant laws and regulations for the issuance of A-shares to specific targets [1][2][3] - The acquisition involves Shanghai Kaikai (Group) Co., Ltd subscribing to the A-shares issued by Shanghai Kaikai Industrial Co., Ltd, with a total subscription amount not exceeding 205.884 million RMB [20][21] - The purpose of the acquisition is to support the future development of the listed company, optimize its capital structure, and enhance its risk resistance capabilities [14][19] Group 2 - The acquisition will be executed through a cash subscription for 25.2 million A-shares at a price of 8.17 RMB per share, which is based on the average trading price of the shares prior to the pricing benchmark date [20][21] - The controlling shareholder, Shanghai Kaikai (Group) Co., Ltd, and its concerted action party, Shanghai Jing'an State-owned Assets Management Co., Ltd, will not reduce their holdings in the listed company for 18 months after the issuance [15][19] - The acquisition has undergone necessary approval procedures, including resolutions passed by the board and shareholders' meetings [18][19]

Core Viewpoint - The acquisition involves Fuhua Tongda Chemical Co., Ltd. purchasing shares of Shangwei Co., Ltd. through a cash subscription for a specific issuance of stocks, which will increase Fuhua's stake to over 30%, triggering a mandatory tender offer obligation unless exempted by the shareholders' approval [2][19]. Group 1: Acquisition Details - Fuhua Tongda plans to subscribe for up to 181,338,685 shares of Shangwei, which will increase its ownership from 25.35% to 42.21% post-acquisition [11][20]. - The acquisition is subject to approval from Shangwei's shareholders and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][10]. - Fuhua has committed to not transferring the newly acquired shares for 36 months following the issuance [2][19]. Group 2: Financial Overview - Fuhua Tongda reported total assets of approximately 1,344,052.07 million yuan and net assets of 372,473.69 million yuan as of December 31, 2024 [6]. - The company has shown a revenue of 767,189.24 million yuan for the fiscal year ending December 31, 2024, with a net profit of 60,271.22 million yuan [7]. Group 3: Corporate Structure - Fuhua Tongda is controlled by Sichuan Leshan Fuhua Agricultural Science and Technology Investment Group, which holds 56.32% of its shares [5]. - The actual controller, Zhang Hua, has been the chairman since the company's establishment in December 2007 [5][6]. Group 4: Compliance and Legal Matters - Fuhua Tongda has not faced any administrative or criminal penalties in the last five years, indicating a clean legal standing [7]. - The acquisition process adheres to the regulations set forth in the Company Law and Securities Law of the People's Republic of China [2][19].

Group 1 - The legal opinion addresses the exemption from the obligation to make a tender offer for the acquisition of shares by Wang Chenghui and his concerted parties due to the company's stock incentive plan [1][8] - The acquisition involves an increase in shareholding for Wang Chenghui from 30,338,833 shares (47.01% of total shares) to 30,547,333 shares (47.08% of total shares) after the vesting of restricted stocks [4][7] - The concerted parties include Wang Fangke, Wang Chengri, and Yao Qiong, with their respective shareholdings increasing as a result of the stock incentive plan [4][6] Group 2 - The acquisition has been approved by the company's board and complies with the necessary legal procedures, including the approval of the stock incentive plan [5][6] - The legal opinion confirms that the concerted parties do not fall under any prohibitive conditions outlined in the acquisition management regulations [5][8] - The company has fulfilled its information disclosure obligations related to the acquisition as per regulatory requirements [7][8]

Core Viewpoint - The acquisition report outlines Tianjin Jianlong Steel Industry Co., Ltd.'s plan to acquire shares in Xining Special Steel Co., Ltd. through a private placement, aiming to strengthen its control over the company and enhance its financial stability for future growth [1][2][8]. Group 1: Acquisition Details - Tianjin Jianlong intends to acquire up to 578,034,682 shares of Xining Special Steel, which would increase its ownership from 29.96% to 40.52% post-issuance [10][11]. - The acquisition is structured as a cash subscription for shares at a price of 1.73 RMB per share, with a total investment not exceeding 1 billion RMB [13][14]. - The company has committed to not transferring the newly acquired shares for 36 months after the issuance, ensuring stability in ownership [12][9]. Group 2: Regulatory Compliance - The acquisition is subject to approval from the shareholders' meeting and must comply with the relevant regulations set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange [2][10]. - Tianjin Jianlong has received necessary authorizations and approvals to proceed with the acquisition, ensuring compliance with corporate governance standards [1][3]. Group 3: Financial Overview - Tianjin Jianlong's recent financial performance shows total assets of approximately 19.94 billion RMB and net assets of about 6.99 billion RMB as of December 31, 2024 [6][7]. - The company reported a revenue of approximately 24.24 billion RMB for the fiscal year 2024, indicating a growth trend in its core steel business [6][7]. Group 4: Strategic Intent - The acquisition aims to optimize the capital structure of Xining Special Steel and enhance its financial strength, supporting the company's strategic goal of becoming a leading special steel enterprise [8][10]. - Tianjin Jianlong has expressed confidence in the long-term investment value of Xining Special Steel, indicating a commitment to its growth and development [8][9]. Group 5: Independence and Competition - The acquisition will not alter the actual control of Xining Special Steel, maintaining its operational independence in terms of assets, personnel, and business [18][19]. - Tianjin Jianlong has committed to avoiding any substantial competition with Xining Special Steel by managing overlapping business areas effectively [19][22].