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Legal Opinion of Hunan Qiyuan Law Firm on the Exemption of Hunan Gold Group Co., Ltd. from the Obligation to Make a Tender Offer
July 2026
63rd Floor, Shimao Global Financial Center, 393 Jianxiang Road, Furong District, Changsha City, Hunan Province
Tel: 0731-82953778 Fax: 0731-82953779 Postal Code: 410000
Website: www.qiyuan.com
To: Hunan Gold Group Co., Ltd.
Hunan Qiyuan Law Firm (hereinafter referred to as "this Firm") has been engaged by Hunan Gold Group Co., Ltd. (hereinafter referred to as "Hunan Gold Group") to serve as the special legal counsel for its participation in the issuance of shares for asset acquisition and the raising of supporting funds, as well as related-party transactions (hereinafter referred to as the "Restructuring" or "Transaction") of Hunan Gold Corporation.
In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, the Administrative Measures for the Takeover of Listed Companies (hereinafter referred to as the "Takeover Measures"), as well as the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), and other relevant laws, regulations, and normative documents, this Firm has conducted an investigation into whether the acquisition of shares in the listed company by Hunan Gold Group involved in this Transaction complies with the requirements for exemption from a tender offer, and hereby issues this special verification opinion.
This Firm hereby makes the following statements:
(1) This Firm and its practicing lawyers have strictly performed their statutory duties, followed the principles of diligence, due care, and good faith, and conducted sufficient verification based on the facts that occurred or existed prior to the date of this opinion, in accordance with the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial). We guarantee that the facts identified in this opinion are true, accurate, and complete, and that the conclusions reached are legal and accurate, without false records, misleading statements, or major omissions.
(2) This legal opinion is based on the guarantee provided by the company and the acquirer that they have provided all necessary written materials or oral statements required for this opinion, and that all facts and materials sufficient to affect this opinion have been disclosed to this Firm. The materials and statements provided are true, accurate, and complete, without any false records, misleading statements, or major omissions.
(3) For facts that are crucial to this opinion but lack independent evidence, this Firm has made judgments based on certificates issued by the issuer, relevant government departments, and other relevant institutions, organizations, or individuals, after prudent verification.
(4) This Firm expresses its conclusions based on the requirements of the Takeover Measures and other laws, regulations, and normative documents, relying solely on our professional legal knowledge and general knowledge. Therefore, we request users of this opinion to make comprehensive judgments in conjunction with our legal opinions and other professional knowledge.
(5) This Firm agrees that the company may use this opinion as one of the legal documents for applying to relevant approval authorities for the Transaction and submit it along with other application materials.
This opinion is intended solely for the issuer's use in the Transaction and shall not be used for any other purpose without the written consent of this Firm.
Table of Contents
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Definitions
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Main Text
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I. Subject Qualifications of the Acquirer
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II. Legal Basis for the Acquirer's Exemption from Tender Offer
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III. Approval and Authorization of the Transaction
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IV. Conclusion