Core Viewpoint - The article analyzes the controversies surrounding the original distribution of private equity funds and attempts to propose solutions for effective exits in the current economic cycle [2][3]. Group 1: Current Situation of Private Equity Fund Exits - In recent years, the wave of exits from private equity funds has become a dominant theme in the investment market, driven by the need for short-term project completion and risk reduction [3]. - The existing policies provide a pathway for original distribution, but the lack of clear operational norms leads to various disputes during the process [3][4]. Group 2: Controversies in Original Distribution - The issue of whether other shareholders of the target company have a preemptive right during original distribution is debated, with two main viewpoints emerging [5]. - One viewpoint argues that original distribution is not a transfer of shares in the traditional sense and should not be subject to the same rules as share transfers, while the other believes it should be treated similarly to share transfers [5][6]. Group 3: Recommendations for Smooth Implementation - It is suggested that private equity funds clarify in investment documents that other shareholders agree to waive their preemptive rights during original distribution [10]. - To address the limitation on the number of shareholders, options include adjusting the distribution plan or establishing a holding platform to consolidate shares [12][13]. Group 4: Special Shareholder Rights - The article discusses whether the transferee of shares in original distribution automatically inherits special shareholder rights previously held by the private equity fund [14][15]. - It concludes that such rights do not automatically transfer and must be agreed upon separately by the parties involved [15][18]. Group 5: Issues Related to Joint-Stock Companies - The article highlights that company bylaws can impose restrictions on share transfers, which must be adhered to during original distribution [20]. - It also addresses the challenges posed by restricted shares, suggesting that judicial enforcement may be necessary to facilitate the transfer process [21]. Group 6: Conclusion - The issues surrounding original distribution in private equity funds are critical for determining the success of exit strategies, impacting multiple stakeholders and the overall market order [22]. - Recommendations include establishing clear conditions for original distribution in fund setup and investment documents to reduce uncertainties and ensure smooth exit pathways [22].

Core Viewpoint - The document outlines the legal opinions regarding the acquisition of assets by Anhui Guofeng New Materials Co., Ltd. through the issuance of shares and cash payment, along with the associated fundraising and related party transactions [1][2]. Group 1: Legal Framework and Compliance - The law firm Anhui Tianhe has been appointed to provide legal advice on the transaction, ensuring compliance with relevant laws and regulations such as the Company Law and Securities Law [1][2]. - The firm has issued previous legal opinions and supplementary opinions regarding the transaction, indicating a thorough review process [2][3]. Group 2: Employee Stock Ownership Plan - The document discusses the employee stock ownership platform, Taohu Jinzhang Enterprise Management Consulting Partnership, which has undergone multiple changes in partnership shares, raising questions about the valuation and transfer pricing [3][4]. - The historical performance and valuation of the target assets are scrutinized, particularly regarding the differences in share repurchase prices compared to previous capital increases [4][12]. Group 3: Valuation and Pricing - The valuation for the capital increase in January 2022 was set at 12.031 yuan per share, with a pre-investment valuation of approximately 1 billion yuan [12][13]. - The repurchase price for shares in January 2024 was determined based on the company's financial performance and market conditions, with a total valuation of 600 million yuan [14][15]. Group 4: Transaction Developments - The company has maintained good communication with the transaction counterpart, Su Quan, who decided to withdraw from the transaction due to personal information disclosure concerns, leading to the signing of a termination agreement [16]. - The stock incentive plan is progressing, with the company planning to use repurchased shares for employee incentives, ensuring that the plan remains intact despite the ongoing transactions [17][18]. Group 5: Financial Reporting and Accounting - The document outlines the accounting treatment for share-based payments, confirming that the recognition of share payment expenses is accurate and reasonable according to accounting standards [20][21]. - The total share payment expenses to be recognized over the service period are detailed, indicating a structured approach to financial reporting [21].