Core Viewpoint - The legal opinion from Beijing Deheng Law Firm confirms that Lu Hongping and Tu Han can acquire shares of Kehua Holdings without the obligation to make a public offer, based on compliance with relevant regulations and shareholder approvals [6][11]. Group 1: Acquisition Details - Lu Hongping and Tu Han plan to acquire a total of 41,220,752 shares from the transferor, representing 21.20% of the total shares before the issuance [7]. - After the acquisition, the total shares held by the acquirers will increase to 77,944,112 shares, accounting for 34.73% of the total shares post-issuance [7]. - The acquisition includes a commitment that the newly issued shares will not be transferred for 36 months following the issuance [7]. Group 2: Legal Basis for Exemption - According to Article 63 of the Acquisition Management Measures, investors can be exempted from making a public offer if they acquire new shares that exceed 30% of the total issued shares, with the approval of non-related shareholders [6][11]. - The board of directors of Kehua Holdings has approved the proposal to exempt the acquirers from making a public offer, pending approval from the shareholders' meeting [8]. Group 3: Compliance and Approval Process - The acquisition has undergone necessary approval procedures, including compliance checks by the Shanghai Stock Exchange and the need for shareholder approval for the issuance of new shares [9]. - The acquirers have fulfilled the current disclosure obligations as required by the Acquisition Management Measures [10][11]. Group 4: Legal Status of Acquirers - Lu Hongping and Tu Han are confirmed to have the legal capacity to act as shareholders of the listed company and do not fall under any disqualifying conditions as per the Acquisition Management Measures [6][11]. - There have been no securities violations by the acquirers or their immediate family members in the six months preceding the acquisition [10][11].

Core Viewpoint - The legal opinion letter indicates that Guangxi Investment Group Co., Ltd. and its concerted actions are exempt from making a tender offer due to the share repurchase by Guangxi Wuzhou Zhongheng Group Co., Ltd. which resulted in their combined shareholding exceeding 30% [2][14]. Group 1: Acquisition Details - Guangxi Investment Group is acquiring shares in Guangxi Wuzhou Zhongheng Group, which has led to a passive increase in their shareholding above 30% due to the company's share repurchase [2][10]. - The repurchase plan involves using between RMB 300 million and RMB 500 million to buy back shares at a price not exceeding RMB 3.80 per share, with the repurchase period set for six months [11][12]. Group 2: Company Qualifications - Guangxi Investment Group is a state-owned limited liability company with a registered capital of RMB 2.3 billion, established on March 8, 1996, and is currently in good standing [6][7]. - Guangxi Health Industry Group Co., Ltd., a wholly-owned subsidiary of Guangxi Investment Group, is also qualified as a concerted action party in this acquisition [8][10]. Group 3: Legal Compliance - Both Guangxi Investment Group and its concerted action party do not fall under any prohibitive conditions outlined in the Acquisition Management Measures, confirming their eligibility for the acquisition [10][11]. - The acquisition meets the criteria for exemption from making a tender offer as stipulated in the Share Repurchase Rules and the Acquisition Management Measures [14].

Core Viewpoint - Fujian Xinshi Law Firm provides a legal opinion regarding Xiamen International Port Co., Ltd.'s acquisition of a 70% stake in Xiamen Container Terminal Group Co., Ltd. and the exemption from making a public offer [1][2]. Group 1: Acquisition Details - The acquisition involves Xiamen International Port purchasing 70% of the shares from Xiamen Container Terminal Group and raising supporting funds through issuing shares and cash [5]. - After the acquisition, Xiamen International Port will hold 76.84% of the shares in the listed company, maintaining its status as the controlling shareholder [5][6]. Group 2: Legal Compliance - Xiamen International Port is a legally established limited liability company in China, with no circumstances that would prohibit it from acquiring a listed company as per the regulations [5][6]. - The acquisition qualifies for exemption from making a public offer under the relevant regulations, as it involves increasing ownership without affecting the company's listing status [5][7]. Group 3: Procedural Requirements - The necessary approvals and authorizations for the acquisition have been obtained, including various resolutions from the board of directors [6][7]. - The acquisition has fulfilled the required legal procedures up to the date of the legal opinion, with further approvals still needed as per the regulations [6][8]. Group 4: Disclosure Obligations - Xiamen International Port has complied with information disclosure obligations, announcing the acquisition and its progress through designated information disclosure platforms [7][8]. - The company has not engaged in any securities violations related to the acquisition within the six months prior to the announcement [8].

Core Viewpoint - The company is seeking shareholder approval for Shandong High-speed Industrial Investment Co., Ltd. to be exempt from making a mandatory offer following a specific share issuance plan [1][2]. Group 1: Share Issuance Details - The company plans to issue up to 139,888,845 A-shares, all of which will be subscribed by Shandong High-speed Industrial Investment Co., Ltd. [2]. - Post-issuance, Shandong High-speed Industrial Investment and Shandong High Photovoltaic Development Co., Ltd. will collectively hold over 30% of the company's shares [2]. Group 2: Regulatory Compliance - According to the relevant regulations, if the shareholders approve the issuance, the investor can be exempt from making a mandatory offer, provided they commit to not transferring the newly issued shares for three years [2]. - The company’s board has agreed to propose this exemption to the shareholders' meeting, with related parties abstaining from voting [2].

Group 1 - The core viewpoint of the article is that Xinhua Investment Holdings Co., Ltd. is acquiring 51% of Xinhua Net Co., Ltd. through a non-compensatory transfer of shares, which does not require a public offer [1][10] - The acquisition involves the transfer of 264,679,740 shares from Xinhua News Agency to Xinhua Investment, which will result in Xinhua Investment holding a total of 318,779,610 shares, representing 61.42% of Xinhua Net's total share capital [9][10] - The legal opinion confirms that the acquisition complies with relevant regulations, specifically allowing for exemption from making a public offer due to the transfer occurring between entities under the same actual controller [9][12] Group 2 - Xinhua Investment is a limited liability company established on January 18, 2012, with a registered capital of 101 million yuan, and is wholly owned by Xinhua News Agency [4][5] - The consistent action relationship between Xinhua Investment and China Economic Information Society (the consistent action party) is established, with Xinhua Investment being the controlling shareholder of the latter [5][6] - The legal opinion states that both the acquirer and the consistent action party are legally established and do not fall under any prohibitive conditions for acquiring listed companies as per the regulations [7][12] Group 3 - The acquisition has undergone necessary approval procedures, and there are no substantial legal obstacles to its implementation [10][12] - The parties involved have fulfilled their disclosure obligations as required by the relevant regulations [11][12] - There have been no stock trading activities by the acquirer or its related parties in the six months prior to the issuance of the legal opinion, ensuring compliance with securities regulations [11][13]

Core Viewpoint - The legal opinion letter confirms that Longyan Investment Development Group Co., Ltd. is exempt from making a public offer due to its acquisition of significant stakes in several companies, which is approved by the relevant government authority [1][7][12]. Group 1: Acquisition Details - Longyan Investment Development Group Co., Ltd. (referred to as "the acquirer") is acquiring 51.04% of Longyan Investment Development Group Co., Ltd., 39% of Longyan Cultural Tourism Huijin Development Group Co., Ltd., and 20% of Longyan Transportation Development Group Co., Ltd. [1][4][6] - The acquirer will indirectly control 49.55% of Longyan Gaoling Co., Ltd. through these acquisitions, as it holds 88,788,300 shares of the company [7][9][10]. Group 2: Legal Compliance - The acquirer is a legally valid state-owned enterprise, and there are no legal barriers to the acquisition [5][12]. - The acquisition process has followed all necessary legal procedures, including the approval from the Longyan State-owned Assets Supervision and Administration Commission [6][11]. Group 3: Information Disclosure - The acquirer has fulfilled its information disclosure obligations as required by the Securities Law and the Acquisition Management Measures [10][11][12]. - There have been no transactions involving the acquirer or its executives in the six months prior to the public disclosure of the acquisition [12].

Core Viewpoint - The legal opinion letter from Grandall Law Firm confirms that Anhui Wantuo Expressway Co., Ltd. can proceed with a non-public issuance of H shares to Anhui Transportation Holding Group (Hong Kong) Co., Ltd. without the need to issue a tender offer, as it meets the relevant regulatory conditions [2][11][17]. Group 1: Investor Rights Changes - The legal opinion addresses the changes in investor rights related to the non-public issuance of shares and confirms that the issuance complies with the relevant laws and regulations [3][11]. - The opinion states that Anhui Wantuo Expressway has provided all necessary documentation to support the issuance and that the information is accurate and complete [3][5]. Group 2: Qualification of the Subscriber - Anhui Transportation Holding Group (Hong Kong) Co., Ltd. is confirmed to have legal entity status and is in good standing, with a registered capital of USD 24.8 million [5][6]. - The subscriber has no disqualifying conditions that would prevent it from acquiring H shares of Anhui Wantuo Expressway, as verified by the legal firm [6][17]. Group 3: Approvals and Authorizations - The board of directors of Anhui Wantuo Expressway has approved the issuance of H shares and authorized the necessary actions to complete the transaction [7][8]. - The shareholders' meeting has also granted general authorization for the issuance of new shares, allowing the board to act based on market conditions [8][9]. Group 4: Issuance Details - The non-public issuance involves the subscription of 49,981,889 H shares, with a total payment of HKD 522,310,740.05 made by the subscriber [11][17]. - The issuance is structured to ensure that the direct and indirect shareholding of Anhui Transportation Holding Group does not exceed the regulatory threshold for requiring a tender offer [17].

Core Viewpoint - The legal opinion issued by Shanghai Jintiancheng Law Firm confirms that Nanjing New Work Investment Group and its concerted actors are exempt from making a public offer in relation to their acquisition of Nanjing Chemical Fiber Co., Ltd. This is based on compliance with relevant laws and regulations, including the Securities Law and the Takeover Management Measures [1][3][9]. Group 1: Acquisition Details - The acquisition involves a major asset swap, issuance of shares, and cash payment to purchase 100% of Nanjing Craft's shares, along with raising supporting funds from no more than 35 specific qualified investors, including New Work Group [7][8]. - Prior to the acquisition, the acquirer and its concerted actors held a total of 155,568,837 shares, representing 42.47% of the company. Post-acquisition, this will increase to 239,437,770 shares, or 42.91% [8]. Group 2: Legal Basis for Exemption - According to the Takeover Management Measures, if an acquirer holds more than 30% of a company's issued shares, they are required to make a public offer unless exempted under specific conditions [9]. - The acquirers have committed to not transferring the newly issued shares for three years, and the non-related shareholders of the company have approved the exemption from making a public offer [10]. Group 3: Compliance and Approval - The legal opinion asserts that the acquirer and its concerted actors are legally established and in good standing, with no circumstances that would prevent them from acquiring the listed company [7]. - The acquisition has already received necessary approvals and authorizations, with further approvals pending to ensure lawful implementation [10].

广东信达律师事务所 法律意见书 中国深圳福田区益田路6001号太平金融大厦11、12层 邮政编码：518038 11&12/F, TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA 电话(Tel.)：(86 755)88265288 传真(Fax.)：(86 755)88265537 电子邮件(Email)：info@sundiallawfirm.com 网址(Website)：www.sundiallawfirm.com 关于荣盛石化股份有限公司 广东信达律师事务所 关于荣盛石化股份有限公司 控股股东增持股份的 法律意见书 中国·深圳 太平金融大厦11、12楼 控股股东增持股份的 法律意见书 致：荣盛石化股份有限公司 广东信达律师事务所（以下简称"信达"）接受荣盛石化股份有限公司（以下 简称"荣盛石化""上市公司"）委托，根据《中华人民共和国公司法》《中华人民 共和国证券法》（"《证券法》"）、《上市公司收购管理办法》（"《收购管理办 法》"）等法律、法规及规范性文件的规定，就其控股股东浙江荣盛控股集团有 限公司 ...