Qiyuan Law Firm
Legal Opinion on Hunan Gold Co., Ltd.'s Share Issuance for Asset Purchase and Fundraising and Connected Transaction
To: Hunan Gold Co., Ltd.
Hunan Qiyuan Law Firm (hereinafter referred to as "the Firm") has been engaged by Hunan Gold Co., Ltd. (hereinafter referred to as "Hunan Gold" or "the Company") as its special legal counsel for the Company's share issuance to purchase assets and raise supporting funds, and the connected transaction (hereinafter referred to as "the Transaction").
Based on the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Measures for the Administration of Major Asset Restructuring of Listed Companies," "Measures for the Administration of Securities Issuance Registration of Listed Companies," "Supervisory Guideline No. 9 for Listed Companies - Regulatory Requirements for Planning and Implementation of Major Asset Restructuring," "Information Disclosure Content and Format Standards for Public Offering of Securities by Companies No. 26 - Major Asset Restructuring of Listed Companies," "Measures for the Administration of Securities Legal Business of Law Firms," and "Practice Rules for Securities Legal Business of Law Firms (Trial)," and in accordance with the provisions of laws, regulations, and normative documents, and adhering to the industry-recognized business standards, ethical norms, and the spirit of diligence and dedication, the Firm has conducted legal verification and confirmation of the matters related to the Transaction and hereby issues this Legal Opinion.
To issue this Legal Opinion, the Firm (including the lawyers handling this matter) makes the following statements:
I. In issuing this Legal Opinion, the Firm has strictly performed its statutory duties in accordance with the "Securities Law of the People's Republic of China," the "Measures for the Administration of Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance date of this Legal Opinion. The Firm has followed the principles of diligence, dedication, and good faith, conducted thorough verification, and ensures that the facts identified in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or material omissions, and the Firm assumes corresponding legal liabilities.
II. The issuance of this Legal Opinion by the Firm is based on the assurance from the Company and other parties related to the Transaction that they have provided the Firm with all necessary written materials or oral statements for the issuance of this Legal Opinion, and that all facts and materials that could influence this Legal Opinion have been disclosed to the Firm. All materials and statements provided to the Firm are true, accurate, and complete, and the signatures and/or seals on all materials are genuine and valid, with copies being consistent with the originals.
III. In issuing this Legal Opinion, the Firm has exercised the due diligence expected of a legal professional for legal matters and the ordinary diligence expected of a prudent person for other matters. For documents obtained directly from state organs, organizations with public affairs management functions, accounting firms, asset appraisal firms, or independent financial advisors (collectively referred to as "public institutions"), the Firm has used them as the basis for this Legal Opinion after performing the due diligence required by the "Measures for the Administration of Securities Legal Business of Law Firms." For documents not obtained directly from public institutions, the Firm has used them as the basis after verification and confirmation. For materials copied or transcribed from public institutions, the Firm has used them as the basis after confirmation by the relevant public institution. For facts that are crucial to this Legal Opinion but lack independent evidence, the Firm has made judgments after careful verification of certifications issued by Hunan Gold, relevant government departments, and other relevant institutions, organizations, or individuals.