Legal Opinion on the Offer to Purchase Report of Jinma Group
Beijing Jiayuan Law Firm
158 Fuxing Men Nei Street, Xicheng District
Beijing, China 100031
Table of Contents
- Basic Information of the Acquirer ................................................................................... 3
- Purpose and Decision-Making Process of the Offer ................................................................... 9
- Offer Plan ................................................................................... 10
- Source of Acquisition Funds .......................................................................................... 14
- Subsequent Plans for the Offer ............................................................................... 15
- Major Transactions between the Acquirer and Jinma Group .......................................................... 15
- Trading of Listed Shares in the Past Six Months ...................................................... 16
- Professional Institutions Participating in the Offer ................................................................. 17
- Conclusion ................................................................................................. 18
Legal Opinion on the Offer to Purchase Report of Jinma Group
Beijing Jiayuan Law Firm
To: Shenhua Guoneng Group Co., Ltd.
This legal opinion is issued by Beijing Jiayuan Law Firm (hereinafter referred to as "the Firm") at the request of Shenhua Guoneng Group Co., Ltd. (hereinafter referred to as "Shenhua Guoneng" or "the Acquirer"), serving as its special legal advisor for the comprehensive offer to acquire shares of Guangdong Jinma Tourism Group Co., Ltd. (hereinafter referred to as "Jinma Group"). This opinion is based on the relevant contents of the "Offer to Purchase Report of Guangdong Jinma Tourism Group Co., Ltd." (hereinafter referred to as "the Offer Report") prepared for the comprehensive offer by Shenhua Guoneng.
The Firm has prepared this legal opinion in accordance with the provisions of the "Securities Law of the People's Republic of China" (hereinafter referred to as "the Securities Law"), "Company Law of the People's Republic of China" (hereinafter referred to as "the Company Law"), "Measures for the Administration of the Acquisition of Listed Companies" (hereinafter referred to as "the Acquisition Measures"), and "Guidelines for the Content and Format of Information Disclosure by Companies Issuing Securities No. 17 - Offer to Purchase Report" (hereinafter referred to as "the Format Guidelines"), as well as other relevant laws, regulations, and normative documents. The Firm has conducted due diligence in accordance with recognized business standards, ethical norms, and the spirit of diligence and responsibility.
To issue this legal opinion, the Firm has verified the relevant facts and legal matters concerning the Acquirer's offer, reviewed documents deemed necessary, including but not limited to approval documents, records, materials, and evidence provided by the Acquirer, and conducted necessary inquiries and discussions regarding the matters related to this offer.
During the investigation, the Firm received the following assurances from the Acquirer: the Acquirer has provided all original written materials, copies, or oral testimonies deemed necessary for issuing this legal opinion, with no omissions or concealments; all documents and facts provided are true, accurate, and complete; the signatures and seals on the documents provided by the Acquirer are authentic; and the copies or reproductions provided are consistent with the originals.
For facts that are crucial to this legal opinion but cannot be independently substantiated, the Firm relies on documents issued and/or provided by relevant government departments and the Acquirer or other relevant entities, or explanations made by the Acquirer in the Offer Report.