China International Capital Corporation Limited
Verification Opinion on whether the Major Asset Reorganization of Hunan Gold Corporation Constitutes a Major Asset Reorganization, Related-Party Transaction, and Restructuring and Listing
Hunan Gold Corporation (hereinafter referred to as "the Company") proposes 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, through issuing shares. The Company also proposes to raise supporting funds from no more than 35 specific investors by issuing shares (hereinafter referred to as "this Restructuring" or "this Transaction").