证券简称：世荣兆业 证券代码：002016.SZ 广东世荣兆业股份有限公司 收购报告书摘要 收购人： 珠海市珠光集团控股有限公司 住所及通讯地址： 珠海市吉大石花东路 207 号 签署日期：二零二五年九月 收购人声明 一、本报告书摘要系收购人依据《中华人民共和国证券法》《上市公司收购 管理办法》《公开发行证券的公司信息披露内容与格式准则第 16 号——上市公 司收购报告书》及其他相关法律、法规及部门规章的有关规定编写。 二、依据《中华人民共和国证券法》《上市公司收购管理办法》《公开发行 证券的公司信息披露内容与格式准则第 16 号——上市公司收购报告书》的规定， 本报告书摘要已全面披露了收购人在广东世荣兆业股份有限公司拥有权益的股 份。截至本报告书摘要签署日，除本报告书摘要披露的持股信息外，收购人没有 通过任何其他方式在广东世荣兆业股份有限公司拥有权益。 三、收购人签署本报告书摘要已获得必要的授权和批准，其履行亦不违反收 购人章程或内部规则中的任何条款，或与之相冲突。 上市公司名称： 广东世荣兆业股份有限公司 股票上市地点： 深圳证券交易所 股票简称： 世荣兆业 股票代码： 002016.SZ 《公开发行证券 ...

Core Viewpoint - The acquisition of Shenzhen Baoying Construction Holdings Group Co., Ltd. by Zhuhai Zhuguang Group Holdings Co., Ltd. is a strategic move aimed at consolidating state-owned assets and enhancing operational efficiency in line with government directives for state-owned enterprise reform [2][17]. Group 1: Acquisition Details - The acquisition involves the transfer of 90.21% equity of Zhuhai Dahongqiao Group Co., Ltd. to Zhuhai Zhuguang Group, which will indirectly hold 37.96% of the voting rights in Baoying [2][18]. - The acquisition is approved by the Zhuhai State-owned Assets Supervision and Administration Commission, allowing Zhuguang Group to bypass the requirement of making a public offer due to the nature of the asset transfer [2][22]. Group 2: Financial Overview - Zhuguang Group's recent financial performance shows total assets of approximately 1,086.24 million yuan, total liabilities of about 658.13 million yuan, and net assets of around 428.11 million yuan as of December 31, 2024 [10]. - The revenue for 2024 is reported at approximately 269.86 million yuan, with a net profit of about 1.98 million yuan, indicating a decline in profitability compared to previous years [10]. Group 3: Corporate Structure - Zhuhai Zhuguang Group is a state-owned enterprise with a registered capital of 150 million yuan, primarily engaged in enterprise management, investment activities, and asset management services [7][8]. - The actual controller of Zhuguang Group is the Zhuhai State-owned Assets Supervision and Administration Commission, which holds 90% of its shares [8][9]. Group 4: Future Plans - There are currently no plans for Zhuguang Group to increase or dispose of its shares in Baoying within the next 12 months, adhering to regulatory requirements for disclosure [17].

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].