Core Insights - The stock price of Hailianxun increased by 2.07% on October 24, reaching 14.32 CNY per share, with a total market capitalization of 4.893 billion CNY [1] - The company has seen a year-to-date stock price increase of 29.84%, with a recent 6.87% rise over the last five trading days [1] Financial Performance - For the first half of 2025, Hailianxun reported operating revenue of 75.1644 million CNY, a year-on-year decrease of 3.79%, and a net profit attributable to shareholders of 1.5658 million CNY, down 45.57% year-on-year [2] - Cumulative cash dividends since the company's A-share listing amount to 144 million CNY, with 20.1 million CNY distributed over the last three years [3] Business Overview - Hailianxun, established on January 4, 2000, specializes in power information system integration, software development and sales, and technical consulting services [2] - The company's revenue composition includes 81.40% from system integration, 18.46% from technical and consulting services, and 0.14% from leasing [2] - Hailianxun operates within the IT services sector and is associated with concepts such as artificial intelligence and smart grids [2]

Core Viewpoint - The legal opinion letter discusses the share swap absorption merger between Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Turbine Power Group Co., Ltd., emphasizing compliance with relevant laws and regulations, and the necessity for further disclosures regarding the transaction [1][2][5]. Group 1: Transaction Overview - The merger involves Hailianxun issuing A-shares to all shareholders of Hangzhou Turbine in exchange for their shares, with the transaction requiring approval from the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission [1][5]. - The main business of Hailianxun includes system integration, software development, and consulting services, while Hangzhou Turbine focuses on the research, production, and sales of industrial turbines [1][3]. Group 2: Financial and Technical Aspects - Hangzhou Turbine's R&D investments have decreased over the reporting period, with amounts of 294 million, 277 million, and 178 million yuan, attributed to a reduction in project numbers and increased sales of prototypes [1][2]. - The merger will result in the surviving company inheriting all assets, liabilities, and rights from Hangzhou Turbine, creating a business structure primarily focused on industrial turbine machinery and supplemented by power information technology services [3][4]. Group 3: Regulatory Compliance - The transaction does not require prior approval from industry regulatory authorities and aligns with national industrial policies [5][6]. - Both companies are expected to meet the qualifications for commercial bank shareholders as per the relevant regulations, ensuring that the merger does not pose any legal obstacles [6][7]. Group 4: Share Swap Pricing - The share swap price for Hailianxun is set at 9.56 yuan per share, while Hangzhou Turbine's price is adjusted to 9.35 yuan per share after accounting for profit distribution and capital increase [11][15]. - The pricing mechanism for the share swap is based on the average stock prices over the 20 trading days prior to the announcement, ensuring it reflects market conditions and protects minority shareholders' interests [15][17]. Group 5: Rights of Dissenting Shareholders - Dissenting shareholders are provided with a buyback option at a price of 9.56 yuan per share, which will be adjusted to 9.35 yuan following profit distribution [11][15]. - The cash option for dissenting shareholders is set at 7.77 Hong Kong dollars per share, equivalent to 7.11 yuan, with adjustments made post-profit distribution [11][15].