北京德恒律师事务所 关于 卢红萍、涂瀚收购科华控股股份有限公司 免于发出要约的 法律意见书 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话：010-52682888 传真：010-52682999 邮编：100033 北京德恒律师事务 所 关于卢红萍、涂瀚 收购科华控股股份有限公司 免于发出要约的法律意见书 北京德恒律师事务所 关于卢红萍、涂瀚收购科华控股股份有限公司 免于发出要约的法律意见书 释 义 下列词语除非另有说明或上下文表明并不适用，在本法律意见中具有如下定 义： 科华控股、上市公司 指 科华控股股份有限公司 、公司、目标公司 收购人 指 卢红萍、涂瀚 转让方 指 陈洪民、陈小科、科华投资、上海晶优 陈洪民 指 科华控股现实际控制人 江苏科华投资管理有限公司，系陈洪民100%持股的 科华投资 指 公司 陈洪民及其一致行动 指 陈洪民、陈小科、科华投资 人 上海晶优 指 上海晶优新能源有限公司 、涂瀚与上海晶优新能源有限公司关于科华控股股 《股份转让协议一》 指 份有限公司之股份转让协议》，协议约定收购人收 购上海晶优持有的上市公司17,846,140股股份（占本 次发行前上市公司股份总 ...

邮编：100005 (86-10) 8519-1300 (86-10) 8519-1350 junhebj@junhe.com 北京市君合律师事务所 关于广西投资集团有限公司及其一致行动人 免于发出要约事宜 北大街 8 号华润大厦 20 层 （以下简称" 《收购管理办法》" 之法律意见书 致：广西投资集团有限公司 北京市君合律师事务所（以下简称"本所"）是在中国北京市司法局注册的律 师事务所，具备在中国从事法律服务的资格。本所接受广西投资集团有限公司（以 下简称"广投集团"或"收购人"）的委托，就广西梧州中恒集团股份有限公司（以 下简称"中恒集团"）注销回购股份导致广投集团及其一致行动人合计持股比例被 动超过 30%（以下简称"本次收购"）所涉及的免于发出要约的有关事宜，出具本 法律意见书。 为出具本法律意见书之目的，本所律师依据《中华人民共和国公司法》 《中华 人民共和国证券法》 《上市公司收购管理办法》 ）及 《上市公司股份回购规则》 （以下简称" 《股份回购规则》"）等中国现行法律、行 政法规、部门规章及规范性文件之规定，审阅了广投集团提供的与本次收购相关 且本所认为出具本法律意见书所需的文件，包括有关 ...

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].