Group 1 - The legal opinion letter states that Jinan Industrial Investment Holding Co., Ltd. (Jinan Gongkong) is exempt from making a public offer due to the acquisition of 98.47% equity of Jinan Industrial Development Group Co., Ltd. through a non-compensatory transfer approved by the State-owned Assets Supervision and Administration Commission of Jinan City [5][8][10] - The acquisition allows Jinan Gongkong to indirectly control 43.46% of the shares of Maoshuo Power Technology Co., Ltd., maintaining the existing control structure of the company [6][8] - The legal opinion confirms that Jinan Gongkong meets the qualifications for the acquisition and that there are no legal obstacles to the transaction [9][10] Group 2 - The acquisition process has been conducted in accordance with the relevant laws and regulations, including the Company Law and the Securities Law of the People's Republic of China [2][4] - Jinan Gongkong is a wholly state-owned enterprise established by the Jinan Municipal Government, with a registered capital of 3.5 billion yuan [4][5] - The legal opinion emphasizes that the acquisition does not change the actual controller of Maoshuo Power, which remains Jinan Industrial Development Group [6][8]

Core Viewpoint - Fujian Industrial Holding Group Co., Ltd. is exempt from making a public offer due to the transfer of 80% equity of Fujian Metallurgy (Holding) Co., Ltd. from the Fujian Provincial State-owned Assets Supervision and Administration Commission, allowing it to indirectly control Sichuan Furong Technology Co., Ltd. [1][9] Group 1: Company Overview - Fujian Industrial Holding Group Co., Ltd. is a state-owned sole proprietorship registered in Fujian Province with a registered capital of 800 million yuan [4][5] - The company is involved in various sectors including investment activities, management consulting, and manufacturing of various products [4][5] Group 2: Acquisition Details - The acquisition involves the transfer of 80% equity of Fujian Metallurgy to Fujian Industrial Holding Group, which will indirectly control 65.72% of the shares of Sichuan Furong Technology through its subsidiaries [7][9] - Prior to the acquisition, the controlling shareholder of Sichuan Furong Technology was Nanping Aluminum Industry Co., Ltd., with the actual controller being the Fujian Provincial State-owned Assets Supervision and Administration Commission [8][10] Group 3: Legal Compliance - The acquisition has followed all necessary legal procedures and complies with the relevant regulations, allowing for exemption from making a public offer as per the Acquisition Management Measures [9][13] - The legal opinion confirms that the acquisition does not violate any laws or regulations and that the company has fulfilled its information disclosure obligations [11][13]

Group 1 - The core opinion of the article is that Fujian Industrial Holding Group Co., Ltd. is legally permitted to acquire an 80% stake in Fujian Metallurgy (Holding) Co., Ltd. through a non-compensatory transfer, which indirectly grants it a 30.90% stake in Xiamen Tungsten Co., Ltd. without the need to issue a public offer [1][8][12] - The acquisition is approved by the relevant government and state-owned asset management departments, allowing the investor to exceed the 30% threshold in a listed company without triggering mandatory offer requirements [8][12] - Fujian Industrial Holding Group is a wholly state-owned enterprise under the supervision of the Fujian Provincial State-owned Assets Supervision and Administration Commission, confirming its legal status and ability to conduct the acquisition [6][7][12] Group 2 - The acquisition process has followed necessary approval procedures, including the transfer of shares from the Fujian Provincial State-owned Assets Supervision and Administration Commission to Fujian Industrial Holding Group [10][12] - The acquisition does not face any substantial legal obstacles, as it does not involve direct changes in shareholding of Xiamen Tungsten Co., Ltd. and complies with relevant regulations [10][12] - The company has fulfilled its information disclosure obligations as required by the Securities Law and the Regulations on the Management of Acquisitions of Listed Companies [11][12]

Core Viewpoint - The acquisition of Longyan Kaolin Co., Ltd. by Longyan Investment Development Group Co., Ltd. is aimed at enhancing the control and operational efficiency of state-owned assets, aligning with national policies for state-owned enterprise reform [1][15]. Group 1: Acquisition Details - The acquisition involves Longyan Investment Development Group acquiring a controlling stake in Longyan Kaolin Co., Ltd. through the transfer of state-owned shares, which will indirectly give it over 30% ownership, triggering mandatory tender offer obligations [1][15]. - The acquisition is structured to comply with the regulations that allow for exemption from mandatory tender offers under specific circumstances, such as government-approved asset transfers [1][19]. - The acquisition is expected to maintain the existing control structure of Longyan Kaolin, with the direct controlling shareholder remaining the Investment Group and the actual controller being the Longyan State-owned Assets Supervision and Administration Commission [1][15]. Group 2: Acquirer Information - Longyan Investment Development Group Co., Ltd. was established on April 9, 2025, with a registered capital of 300 million RMB and is wholly owned by the Longyan State-owned Assets Supervision and Administration Commission [3][9]. - The company is focused on investment activities, asset management, and various sales including non-metallic minerals and construction materials, but has not yet commenced actual business operations [9][12]. - The core business strategy of the acquirer is to optimize the asset structure of state-owned enterprises and enhance their core competitiveness through market-oriented capital guidance [9][15]. Group 3: Future Plans - As of the report date, there are no plans for the acquirer to further increase its stake in Longyan Kaolin or to dispose of its existing shares within the next twelve months [17]. - The acquirer commits to adhering to legal requirements and disclosure obligations should future changes in shareholding occur [17]. Group 4: Regulatory Compliance - The acquisition has undergone necessary legal procedures as mandated by relevant government notifications and regulations, ensuring compliance with state-owned asset management laws [17][18]. - The acquirer has confirmed that there are no restrictions on the shares involved in the acquisition, such as pledges or freezes [19].