Continuous Supervision Opinion of Shenwan Hongyuan Securities on Cangzhou Mingzhu Plastic Co., Ltd. for 2025 and Q1 2026
Shenwan Hongyuan Securities Co., Ltd. (hereinafter referred to as "Shenwan Hongyuan" or "the financial advisor") has been entrusted by Guangzhou Light Industry Group Co., Ltd. (hereinafter referred to as "Guangzhou Light Industry" or "the acquirer") to act as its financial advisor for the acquisition of Cangzhou Mingzhu Plastic Co., Ltd. (hereinafter referred to as "Cangzhou Mingzhu" or "the listed company"). On December 18, 2025, the listed company announced the "Detailed Equity Change Report." Guangzhou Light Industry Group Co., Ltd. signed the "Share Transfer Agreement" and "Voting Rights Entrustment Agreement" with Hebei Cangzhou Dongsu Group Co., Ltd. (hereinafter referred to as "Dongsu Group") and its concerted actors (Mr. Yu Lihui and Mr. Zhao Ming), and the actual controller of Dongsu Group, Mr. Yu Guiting. Dongsu Group, Mr. Yu Guiting, Mr. Yu Lihui, and Mr. Zhao Ming issued a "Commitment Letter Not to Seek Control." Guangzhou Light Industry acquired 166,539,465 shares from Dongsu Group through a negotiated transfer, which are unrestricted circulating shares, accounting for 10.10% of the total share capital of the listed company on the date of the agreement. Meanwhile, Dongsu Group and its concerted actors entrusted the voting rights corresponding to the remaining 159,609,160 shares (accounting for 9.68% of the total share capital on the date of the agreement) to Guangzhou Light Industry. Through direct shareholding and the entrusted voting rights, Guangzhou Light Industry obtained 19.78% of the voting rights of the listed company, becoming the new controlling shareholder. On February 9, 2026, the China Securities Depository and Clearing Corporation Limited issued the "Transfer Registration Confirmation," and the transfer of shares was completed on February 6, 2026.
According to Article 71 of the "Measures for the Administration of Acquisitions of Listed Companies," "within 12 months from the announcement of the acquisition report to the completion of the acquisition, the financial advisor shall pay attention to the operating conditions of the listed company through daily communication and regular visits, and perform continuous supervision duties." The continuous supervision period will end on February 6, 2027. On April 22, 2026, the listed company disclosed its 2025 annual report and Q1 2026 report. Through daily communication and in conjunction with the 2025 annual report and Q1 2026 report of the listed company, the financial advisor issued continuous supervision opinions for 2025 and Q1 2026.
1. Delivery or Transfer of Transaction Assets
(1) No Triggering of Mandatory Offer
According to Article 24 of the "Measures for the Administration of Acquisitions of Listed Companies," when the acquirer holds 30% of the issued shares of a listed company, any further increase in shareholding must be conducted through a mandatory offer. After the completion of this transaction, Guangzhou Light Industry directly holds 166,539,465 shares of the listed company, accounting for 10.10% of the total share capital. Meanwhile, Dongsu Group and its concerted actors entrusted the voting rights corresponding to the remaining 159,609,160 shares (accounting for 9.68% of the total share capital) to Guangzhou Light Industry, which obtained 19.78% of the voting rights of the listed company without triggering a mandatory offer.