Guohao law firm (Nanjing)
About
Flat Glass Group Co.Ltd(601865)
Mining rights involved in the acquisition of equity
of
Special legal opinion
Floors 5, 7-8, block B, 309 Hanzhongmen street, Nanjing, Jiangsu, China Postal Code: 210036
5、7-8/F, Block B, 309 Hanzhongmen Street, Nanjing, China, 210036
Tel: + 86 25 8966 0900 Fax: + 86 25 89660966
Website: http://www.grandall.com.cn.
February 2022
catalogue
interpretation…… Section 1 states that 3 Section II text 5 I. subject qualifications of relevant parties to this transaction 5 (I) subject qualification of the transferee of this transaction 5 (II) the transferor’s subject qualification of this transaction 5 II. The underlying equity of this transaction 6 (I) basic information of the subject company 6 (II) restrictions on the subject equity rights 7 III. mining rights involved in this transaction 8 (I) basic information of the mining right involved 8 (II) restrictions on mining rights 9 IV. approval and authorization of this transaction 9 (I) the transferee’s approval and authorization of this transaction 9 (II) approval and authorization of the transferor on this transaction 10 V. This transaction does not involve the approval of mining right transfer and the qualification of specific minerals or industry access Vi. evaluation procedures for the performance of this transaction 10 VII. Concluding comments 11 section III signature page twelve
interpretation
In this legal opinion, unless otherwise explained according to the context, the following abbreviations and terms have the following meanings: company, listed company, Flat Glass Group Co.Ltd(601865) set
Refers to Flat Glass Group Co.Ltd(601865)
Consortium and transferee
Fengsha group, transferor and counterparty refer to Anhui fengsha Mining Group Co., Ltd
Sanli mining refers to Anhui Sanli Mining Co., Ltd
Dahua mining refers to Anhui Dahua Oriental Mining Co., Ltd
Anhui Sanli Mining Co., Ltd. and Anhui Dahua Dongfang mining target company refer to
Limited company
The 100% equity of Sanli mining held by fengsha group and the subject equity of Dahua mining refer to
100% equity
The equity transfer agreement of Flat Glass Group Co.Ltd(601865) Glass Group Co., Ltd. signed by Flat Glass Group Co.Ltd(601865) group, fengsha group, Sanli mining and Dahua mining on October 27, 2021 refers to the equity transfer agreement between the company and Anhui fengsha Mining Group Co., Ltd., Anhui Sanli Mining Co., Ltd Equity transfer agreement of Anhui Dahua Oriental Mining Co., Ltd. and its supplementary agreement
The listed company purchases the three trading indexes held by fengsha group by means of debt undertaking acquisition
100% equity of Li mining and 100% equity of Dahua mining
Zhejiang Zhiyuan and appraisal institution refer to Zhejiang Zhiyuan Asset Appraisal Co., Ltd
Guohao law firm (Nanjing) has this legal opinion on Flat Glass Group Co.Ltd(601865) Glass Group shares
Special legal opinion on mining rights involved in the acquisition of equity by limited company
This office refers to Guohao law firm (Nanjing)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Guohao law firm (Nanjing)
About Flat Glass Group Co.Ltd(601865)
Mining rights involved in the acquisition of equity
of
Special legal opinion
To: Flat Glass Group Co.Ltd(601865)
Entrusted by Flat Glass Group Co.Ltd(601865) , Guohao law firm (Nanjing) provides legal services for Flat Glass Group Co.Ltd(601865) group’s acquisition of 100% equity of Anhui Sanli Mining Co., Ltd. and Anhui Dahua Oriental Mining Co., Ltd. held by Anhui fengsha Mining Group Co., Ltd.
The exchange is now in accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the memorandum of daily information disclosure of listed companies of Shanghai Stock Exchange No. 1 interim announcement format guidance No. 2: Announcement of acquisition and transfer of mining rights by listed companies (hereinafter referred to as “Interim announcement format guidance No. 2”) And other relevant laws, regulations and normative documents, and issue this legal opinion on the matters related to mining rights in this exchange.
Section I statement
For this legal opinion, our lawyer hereby makes the following statement:
1. The firm is a law firm legally established, validly existing and operating in accordance with the law of the people’s Republic of China on lawyers, and has the right to issue legal opinions on Chinese legal matters involved in this transaction according to law.
2. The exchange issues legal opinions based on the facts that have occurred or existed before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the China Securities Regulatory Commission, and these opinions are based on the lawyers’ understanding of relevant facts and relevant laws.
3. In order to issue this legal opinion, our lawyers checked the originals, copies or copies of documents and materials related to the issuance of this legal opinion provided by Flat Glass Group Co.Ltd(601865) group, and conducted necessary verification and verification on relevant issues. Flat Glass Group Co.Ltd(601865) the group has assured the exchange that the documents and statements and explanations provided to the exchange are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment or omission, and the copies or copies of the documents provided are consistent with the original or the original, And the signatures and seals of these documents are true, and the signatories of these documents are legally authorized and effectively sign the documents.
4. Our lawyers have checked the relevant documents provided by Flat Glass Group Co.Ltd(601865) group according to the recognized business standards of the lawyer industry. For the matters that our lawyers believe are important for issuing this legal opinion and lack independent evidence support, our lawyers rely on relevant government departments This legal opinion is issued by the certificates issued by other relevant institutions and the statements and commitments of all parties on relevant factual and legal issues.
5. Our lawyers have consulted the relevant documents and materials that our lawyers consider necessary to issue this legal opinion, and hereby only issue legal opinions on Chinese legal matters. Our lawyers’ reference to some data, contents and conclusions in relevant financial, audit and evaluation reports in this legal opinion does not mean that our lawyers have a clear understanding of these data Make any express or implied guarantee for the authenticity and accuracy of the content or conclusion.
6. This legal opinion is only used by Flat Glass Group Co.Ltd(601865) group for the purpose of mining rights related matters involved in this transaction, and shall not be used for any other purpose.
7. This legal opinion is issued by the exchange in accordance with the requirements of the guidelines for the format of temporary announcements No. 2, and agrees to take this legal opinion as a necessary legal document for the announcement and declaration of this transaction and submit it to Shanghai stock exchange for review together with other application materials.
Based on the above statement, our lawyers, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue the following legal opinions on the matters related to mining rights involved in this transaction.
Section II main body
1、 Subject qualification of relevant parties to this transaction
（1） Subject qualification of the transferee of this transaction
The transferee of this transaction is Flat Glass Group Co.Ltd(601865) group. Flat Glass Group Co.Ltd(601865) group now holds the business license with the unified social credit code of 913300007044053729 issued by Zhejiang market supervision and administration on August 16, 2021. According to the business license and inquired by the national enterprise credit information publicity system, the basic information is as follows:
Company name Flat Glass Group Co.Ltd(601865)
Address: No. 1999, Yunhe Road, Xiuzhou District, Jiaxing City, Zhejiang Province
Legal representative: Ruan Hongliang
The registered capital is 5367233135 yuan
Company type: limited liability company (invested and listed in Hong Kong, Macao and Taiwan)
General items: glass manufacturing; Technical glass products manufacturing; Mirror making and similar products processing; Loading and unloading
Transportation; Metal structure manufacturing; Manufacturing of special machinery for the production of building materials; Metal cutting services;
Industrial control computer and system manufacturing; Sales of machinery and equipment (except for projects subject to approval according to law, business scope)
Carry out business activities independently according to law with business license). Licensed items: import and export of goods (subject to approval according to law)
For the approved projects, the business activities can be carried out only after the approval of relevant departments, and the specific business projects shall be subject to review
Batch results shall prevail).
Date of establishment: June 24, 1998
Business term: June 24, 1998 to long term
As of the date of the establishment of the company and the existence of the company in accordance with the laws and regulations of the Shanghai Stock Exchange, the lawyers believe that the company’s shares are limited by H shares and the group’s shares are not listed in accordance with the laws and regulations of the Shanghai Stock Exchange If the provisions of the normative documents and the articles of association need to terminate or affect the legal existence of the subject qualification, it has the subject qualification to implement this transaction. （2） The transferor’s subject qualification of this transaction
The transferor of this transaction is fengsha group. Fengsha group now holds the business license with the unified social credit code of 91341126355177446k issued by Fengyang County market supervision and Administration Bureau on May 20, 2019. According to the business license and inquired by the national enterprise credit information publicity system, the basic information is as follows:
Company name: Anhui fengsha Mining Group Co., Ltd
Address: Ningguo modern industrial park, Fengyang, Chuzhou City, Anhui Province
Legal representative: Chen Yong
Registered capital: 150 million yuan
Company type: limited liability company (invested or controlled by natural person)
Quartz sand deep processing, purification, silicon powder production and sales; Import and export of goods and technology;
Business scope: Wharf cargo handling services (items that must be approved according to law can be carried out only after being approved by relevant departments
Operating activities)**
Date of establishment: August 24, 2015
Business term: August 24, 2015 to August 23, 2065
After verification, our lawyers believe that as of the date of issuance of this legal opinion, fengsha group is a limited liability company established and effectively existing according to law. There is no situation that needs to terminate or affect the legal existence of the subject qualification in accordance with laws, regulations, normative documents and the articles of Association, and has the subject qualification to implement this transaction. 2、 The underlying equity of this transaction
The subject equity of this transaction is 100% equity of Sanli mining and 100% equity of Dahua mining held by fengsha group.
（1） Basic information of the target company
1. Sanli mining
Sanli mining now holds the business license with the unified social credit code of 9134112675099952xf issued by Fengyang County market supervision and Administration Bureau on August 27, 2021. According to the business license and Sanli mining industrial and commercial archives, the basic information is as follows:
Company name: Anhui Sanli Mining Co., Ltd
Address: Damiao Town, Fengyang County, Chuzhou City, Anhui Province
Legal representative: Chen Yong
Registered capital: RMB 17 million
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Business scope: open pit mining, sales and processing of quartzite for glass
