Legal Opinion
Beijing Shuren Law Firm
Regarding the Exemption from Mandatory Offer for the Acquisition of Controlling Stake in Tibet Zangge Mining Co., Ltd. by Tibet Geological and Mineral Resources Group Co., Ltd. via Gratuitous Transfer
Legal Opinion
SR2026004
To: Tibet Geological and Mineral Resources Group Co., Ltd.
Beijing Shuren Law Firm is a law firm qualified to practice law in China. Our firm has been entrusted by the Geological and Mineral Group to issue this Legal Opinion regarding the matter of exemption from a mandatory offer for the acquisition of the controlling stake of 94,195,640.00 shares in Zangge Mining held by Zangjian Group through a gratuitous transfer.
The lawyers of our firm have issued this Legal Opinion based on the facts existing prior to the issuance of this Legal Opinion, and in accordance with current laws and regulations such as the "Company Law," "Securities Law," and the "Acquisition Management Measures," as well as regulations from the State-owned Assets Supervision and Administration Commission of the State Council and the China Securities Regulatory Commission, and in accordance with the business standards and the spirit of diligence and responsibility recognized by the legal profession.
Declarations
I. Based on the documents, materials, statements, and explanations provided by the Geological and Mineral Group, and in conjunction with relevant laws and regulations and normative documents, our firm has investigated and verified the significant legal matters and corresponding materials required for the review of the exemption from the mandatory offer for this acquisition, and independently expresses a legal opinion and issues this Legal Opinion on the matter of exemption from the mandatory offer for this acquisition.
II. This Legal Opinion is based on facts that have already occurred or existed prior to the issuance of this Legal Opinion, combined with the provisions of current laws and regulations in China, and based on the understanding of the relevant facts and the interpretation of the provisions of relevant laws and regulations and normative documents by the lawyers of our firm.
III. The lawyers of our firm undertake to have strictly fulfilled their statutory duties, followed the principles of diligence and responsibility, and honesty and good faith, and have investigated and verified the relevant materials and matters involved in the exemption from the mandatory offer for this acquisition, ensuring that this Legal Opinion contains no false records, misleading statements, or major omissions.
IV. The lawyers of our firm have obtained assurances from the Geological and Mineral Group: namely, that the original written materials, duplicate materials, or testimony provided by the Geological and Mineral Group to the lawyers of our firm, which are necessary for the issuance of this Legal Opinion, are all true, accurate, and complete, and contain no false records, misleading statements, or major omissions; that the copies of the relevant materials provided by the Geological and Mineral Group are consistent with the originals; that the signatures and seals on the provided documents are authentic, and that the necessary legal procedures for such signatures and seals have been completed, and legal authorization has been obtained; and that all stated facts are consistent with the facts that have actually occurred.
V. For facts that are crucial to the issuance of this Legal Opinion but cannot be independently substantiated by evidence, the lawyers of our firm rely on certificates or relevant explanations issued by relevant government departments, the Geological and Mineral Group, or other relevant entities.
VI. The lawyers of our firm express opinions solely on the legal issues related to the exemption from the mandatory offer for this acquisition. Any reference to certain data and conclusions in accounting statements, audit reports, and other declaration documents for this acquisition in this Legal Opinion does not imply any express or implied guarantee by our firm regarding the truthfulness and accuracy of such data and conclusions. The lawyers of our firm do not possess the appropriate qualifications to verify and evaluate the content of such documents.