Table of Contents
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Definitions and Abbreviations
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Statement
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Main Text
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I. Qualifications of the Transferee
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II. Qualifications of the Transferor
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III. Qualifications of the Target Company
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IV. Subject Shares of the Gratuitous Transfer
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V. Gratuitous Transfer Agreement
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VI. Approval and Authorization of the Gratuitous Transfer
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VII. Employee Placement Involved in the Gratuitous Transfer
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VIII. Changes in Share Nature After the Gratuitous Transfer
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IX. Conclusion
Definitions and Abbreviations
In this legal opinion, unless otherwise specified, the following abbreviations have the following specific meanings:
| Abbreviation | Definition |
|---|---|
| Geological and Mineral Group, Acquirer | Tibet Geological and Mineral Group Co., Ltd. |
| Gaozheng Civil Explosives, Listed Company | Tibet Gaozheng Civil Explosives Co., Ltd. |
| Zangjian Group | Tibet Construction Engineering and Building Materials Group Co., Ltd. |
| Tibet SASAC | State-owned Assets Supervision and Administration Commission of the People's Government of Tibet Autonomous Region |
| This Legal Opinion | Legal Opinion of Beijing Shucheng Law Firm on the Acquisition of Controlling Interest in Tibet Gaozheng Civil Explosives Co., Ltd. by Tibet Geological and Mineral Group Co., Ltd. via Gratuitous Transfer |
| This Acquisition, This Gratuitous Transfer | The gratuitous transfer of 94,195,640.00 shares of controlling interest in Gaozheng Civil Explosives (34.00% of total share capital) held by Zangjian Group to Geological and Mineral Group |
| Subject Shares | The 94,195,640.00 shares of controlling interest in Gaozheng Civil Explosives (34.00% of total share capital) intended to be transferred by Zangjian Group |
| Gratuitous Transfer Agreement | Agreement on the Gratuitous Transfer of State-owned Equity in Tibet Gaozheng Civil Explosives Co., Ltd. between Tibet Construction Engineering and Building Materials Group Co., Ltd. and Tibet Geological and Mineral Group Co., Ltd. |
| CSRC | China Securities Regulatory Commission |
| SZSE | Shenzhen Stock Exchange |
| This Firm | Beijing Shucheng Law Firm |
| Company Law | Company Law of the People's Republic of China |
| Securities Law | Securities Law of the People's Republic of China |
| Acquisition Measures | Administrative Measures for the Takeover of Listed Companies |
| Supervision Measures | Administrative Measures for the Supervision of State-owned Equity in Listed Companies |
| Interim Measures for Gratuitous Transfer | Interim Measures for the Administration of Gratuitous Transfer of State-owned Property Rights of Enterprises |
| Yuan, Ten Thousand Yuan, One Hundred Million Yuan | RMB Yuan, RMB Ten Thousand Yuan, RMB One Hundred Million Yuan |
Legal Opinion
SR2026003
To: Tibet Geological and Mineral Group Co., Ltd.
Beijing Shucheng Law Firm is a law firm with Chinese legal practice qualifications. We have been engaged by the Geological and Mineral Group to issue this legal opinion regarding the acquisition of 94,195,640.00 shares of controlling interest in Gaozheng Civil Explosives (34.00% of the total share capital) held by Zangjian Group via gratuitous transfer.
This firm has issued this legal opinion based on facts existing prior to the date of issuance, in accordance with the Company Law, the Securities Law, the Acquisition Measures, the Supervision Measures, the Interim Measures for Gratuitous Transfer, and other current laws, regulations, rules of the State-owned Assets Supervision and Administration Commission of the State Council and the CSRC, and other normative documents, and in accordance with recognized professional standards and the spirit of diligence and responsibility.
Statement
I. Based on the documents, statements, and explanations provided by the Geological and Mineral Group, and in conjunction with the provisions of relevant laws, regulations, and normative documents, this firm has verified the major legal matters and corresponding materials required for this gratuitous transfer, and independently expresses its legal opinion on the relevant matters of this gratuitous transfer.