China Merchants Securities Co., Ltd.
Opinion on Whether the Transaction Constitutes a Major Asset Reorganization, Related Party Transaction, and Restructuring Listing of Hunan Gold Corporation Limited
Hunan Gold Corporation Limited (hereinafter referred to as the "Company") intends to acquire 100% equity of Hunan Gold Tianyue Mining Co., Ltd. (hereinafter referred to as "Gold Tianyue") held by Hunan Gold Group Co., Ltd. (hereinafter referred to as "Hunan Gold Group") and Hunan Tianyue Investment Group Co., Ltd. (hereinafter referred to as "Tianyue Investment Group"), and 100% equity of Hunan Zhongnan Gold Smelting Co., Ltd. (hereinafter referred to as "Zhongnan Smelting") held by Hunan Gold Group, by issuing shares. The Company also plans to raise supporting funds by issuing shares to no more than 35 specific investors (hereinafter referred to as the "Restructuring" or "Transaction").