Core Viewpoint - The legal opinion letter outlines the implementation status of a major asset swap and share issuance for Guangdong Songfa Ceramics Co., Ltd, confirming compliance with relevant laws and regulations [2][12][18]. Group 1: Transaction Overview - The transaction involves a major asset swap, share issuance for asset purchase, and fundraising, with Songfa Ceramics exchanging its assets and liabilities for a 50% stake in Hengli Heavy Industry held by Zhongkun Investment [3][4]. - The fundraising aims to raise up to 100% of the transaction price through the issuance of A-shares to no more than 35 specific investors, with the total shares issued not exceeding 30% of the post-transaction total share capital [3][4]. Group 2: Performance and Compensation Arrangements - A performance compensation agreement has been established, with a commitment for Hengli Heavy Industry to achieve a cumulative net profit of no less than 4.8 billion yuan during the performance commitment period from 2025 to 2027 [4][5]. - If the actual net profit falls short of the committed amount, compensation will be made in shares first, with any shortfall covered in cash [5][16]. Group 3: Approval and Authorization - The transaction has received necessary approvals from the board of directors and independent directors of Songfa Ceramics, as well as from the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][10][11]. Group 4: Implementation Status - As of the date of the legal opinion, the transfer of the target assets has been completed, with the 100% equity of Hengli Heavy Industry transferred to Songfa Ceramics [12][18]. - The company has completed the registration of new shares following the asset purchase, resulting in a total of 861,697,311 shares post-transaction [14][18]. Group 5: Compliance and Future Steps - The transaction has adhered to all relevant legal and regulatory requirements, with no significant discrepancies between the actual implementation and prior disclosures [18][19]. - Future steps include completing the transfer of certain assets and liabilities, as well as obtaining necessary approvals for the registration of new capital and changes to the company’s articles of association [17][18].

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the listed company's merger and acquisition market, supporting transformation and upgrading through mergers and acquisitions [1][2]. Summary of Key Modifications - Establishment of a phased payment mechanism for share-based acquisitions, extending the registration decision validity to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. - Increased tolerance for changes in financial conditions, related party transactions, and competition, shifting the requirement to ensure no significant adverse changes occur [5]. - Introduction of a simplified review process for restructuring transactions, allowing for a decision within five working days without the need for review by the M&A committee [5]. Encouragement of Private Equity Participation - The revised measures encourage private equity funds to participate in mergers and acquisitions by linking investment periods to lock-up periods, reducing lock-up times for certain transactions [6]. Market Activity and Impact - Following the release of the revised measures, the M&A market has seen significant activity, with over 1,400 asset restructuring disclosures and a 1.4 times increase in planned asset restructurings compared to the previous year [7][8]. - The total amount of completed major asset restructuring transactions has exceeded 200 billion, marking an 11.6 times increase year-on-year [7]. Recent Approvals - Concurrently with the release of the revised measures, two major asset restructurings were approved by the China Securities Regulatory Commission, including *ST Songfa's acquisition of 100% equity in Hengli Heavy Industry Group [11].