Taihetai law firm's supplementary legal opinion on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (III) (2022) tlyz ( Sichuan Development Lomon Co.Ltd(002312) ) No. 7
May 18, 2022
16th floor, Palm Springs International Center, No. 199, middle section of Tianfu Avenue, high tech Zone, Chengdu, China
16/F, Palm Springs International Center, No. 199 Tianfu Avenue (M),
High-tech Zone, Chengdu, People’s Republic of China
Tel: 86-2886625656 Fax: 86-2885256335
www.tahota. com.
16th floor, Palm Springs International Center, No. 199, middle section of Tianfu Avenue, high tech Zone, Chengdu, China
16/F, Palm Springs International Center, No. 199 Tianfu Avenue (M),
High-tech Zone, Chengdu, People’s Republic of China
Tel: 86-2886625656 Fax: 86-2885256335
catalogue
The first part is the text two
1、 Question 1 of the second feedback two
2、 Concluding observations thirty-one
The end of the second part thirty-two
16th floor, Palm Springs International Center, No. 199, middle section of Tianfu Avenue, high tech Zone, Chengdu, China
16/F, Palm Springs International Center, No. 199 Tianfu Avenue (M),
High-tech Zone, Chengdu, People’s Republic of China
Tel: 86-2886625656 Fax: 86-2885256335
Taihe Thai law firm
Notice on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions
Supplementary legal opinion (III)
(2022) tlyz ( Sichuan Development Lomon Co.Ltd(002312) ) No. 7 to: Sichuan Development Lomon Co.Ltd(002312)
Taihetai law firm (hereinafter referred to as "taihetai" or "the firm") has accepted the entrustment of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as " Sichuan Development Lomon Co.Ltd(002312) ") as the special legal consultant specially engaged for the issue of shares, purchase of assets and related party transactions (hereinafter referred to as "the transaction"), in accordance with the company law, the securities law and other relevant laws Regulations and normative documents such as the reorganization measures, No. 26 standard, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) issued by the CSRC, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The legal opinion of taihetai law firm on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (hereinafter referred to as "legal opinion") was issued on January 14, 2022, and the supplementary legal opinion (I) of taihetai law firm on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (hereinafter referred to as "supplementary legal opinion (I)") was issued on February 25, 2022 On April 19, 2022, the supplementary legal opinion (II) of taihetai law firm on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions was issued (hereinafter referred to as "supplementary legal opinion (II)").
On May 5, 2022, the CSRC issued the notice on the second feedback on the examination of administrative licensing projects of the CSRC (hereinafter referred to as the "second feedback"). The exchange has conducted special verification on the relevant legal matters proposed in the second feedback, and now issues the supplementary legal opinion (III) of taihetai law firm on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (hereinafter referred to as the "supplementary legal opinion").
This supplementary legal opinion is an integral part of the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II). Our lawyers will not repeatedly disclose the contents disclosed in the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II); For matters not expressed in this supplementary legal opinion, the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II) shall prevail; If the opinions expressed in this supplementary legal opinion are different from those in the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II), or the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II) are not disclosed or expressed, this supplementary legal opinion shall prevail.
Unless otherwise specified in the supplementary legal opinion, the premises, assumptions and statements of the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II) issued by the exchange are also applicable to the supplementary legal opinion. The meanings of the abbreviations and terms in the supplementary legal opinion are the same as those in the legal opinion, supplementary legal opinion (I) and supplementary legal opinion (II), It will not be repeated here.
In accordance with the relevant provisions of laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the exchange issues this supplementary legal opinion on the progress of this transaction.
The first part is the main body
1、 Question 1 of the second feedback
According to the application documents and the first feedback reply, 1) it is assumed that the technical transformation and production expansion projects of the subject assets (hereinafter referred to as construction projects) can pass the approval and reach the production capacity in time. As of the date of the first feedback reply, all the above projects have not been approved by the safety assessment and environmental assessment, but there are no substantive obstacles expected.
2) Since 2016, the state has successively issued policies to restrict the exploitation of phosphate rock, tightened the approval of phosphate rock production expansion, and began to control the output of phosphate rock in major producing areas such as Guizhou and Sichuan. 3) There have been two tailings pond leakage events in the history of the subject asset, and the output has not been reached until the benchmark date of appraisal. 4) The subject asset is promoting the technical transformation project of filling method. In the future, the mining process of filling method is relatively complex and will bring filling costs. Please your company: 1) in combination with relevant laws and regulations such as the work safety law, the environmental protection law, etc., supplement and disclose whether the commencement of the construction project is based on the approval of safety assessment and environmental assessment; If yes, please supplement and disclose whether there is "construction before approval" in combination with the latest progress of project construction. 2) In combination with the phosphate rock mining restriction policy and implementation of the state and the location of the underlying assets, and the relevant requirements for safety assessment and environmental assessment approval, supplementary disclosure shall be made on whether the specific reasons for the absence of substantive obstacles to the relevant approval of the construction project are sufficient. 3) Quantitatively analyze the estimated investment amount of the filling method technical transformation project and the impact of filling method mining on the operating cost and profitability of the subject assets in the future; Combined with the process characteristics of the filling method, the safety risks of the mining method and the effective countermeasures to be taken are additionally disclosed. 4) In combination with the time point when the construction project is expected to obtain relevant approval, the construction schedule, as well as the influencing factors of construction period such as quantities, construction difficulty and technical maturity, disclose the expected production time point of each construction project one by one and whether it is consistent with the progress assumed in the evaluation and prediction, whether there is great uncertainty in relevant matters and its impact on the evaluation value. Independent financial advisers, lawyers, accountants and appraisers are invited to check and express clear opinions.
reply:
(I) supplementary disclosure of whether the commencement of construction projects is based on the approval of safety assessment and environmental assessment in combination with the provisions of production safety law, environmental protection law and other relevant laws and regulations; If yes, please supplement and disclose whether there is "construction before approval" in combination with the latest progress of project construction
1. Regulations on the commencement of construction projects in laws such as production safety law and environmental protection law
According to Article 14 of the measures for the supervision and administration of "three Simultaneities" of safety facilities of construction projects, "if the design of safety facilities of construction projects is under any of the following circumstances, it shall not be approved and the construction shall not be started:... (III) the safety pre assessment report is prepared by a safety assessment institution without corresponding qualification;..." and Article 25 of the Environmental Impact Assessment Law of the people's Republic of China "If the environmental impact assessment documents of a construction project have not been examined or approved by the examination and approval department according to law, the construction unit shall not start construction." According to the regulations, the commencement of construction projects shall be subject to the approval of safety assessment and environmental assessment in accordance with the regulations.
2. The filling system construction project, concentrate dehydration technical transformation project of beneficiation workshop and mining expansion technical transformation project of Tianrui mining do not have the situation of "construction before approval"
(1) Filling system construction project
Latest progress of project name approval
Project initiation: cczb [202251113304-01318405] fgqb-0005 filing form of fixed filling system construction assets investment project in Sichuan Province
Environmental impact assessment of the project: it has been publicized and will be officially approved
Safety assessment: safety pre assessment report of filling system construction project of Sichuan development Tianrui Mining Co., Ltd
On February 22, 2022, Tianrui mining completed the filing of the filling system construction project to the development and Reform Bureau of Mabian Yi Autonomous County on the national online approval and supervision platform for investment projects (filing No.: chuanzhibei [202251113304-01318405] fgqb-0005).
On March 27, 2022, the safety pre assessment report of Tianrui mining's filling system construction project passed the expert review.
On April 26, 2022, Mabian Ecological Environment Bureau of Leshan City accepted and publicized the environmental impact assessment document of Sichuan Tianrui Mining Development: filling system construction project in Mabian Yi Autonomous County, Leshan City, Sichuan Province. The publicity period was from April 26, 2022 to May 11, 2022. After the publicity, a formal reply was issued; As of the date of issuance of this supplementary legal opinion, the filling system construction project of Tianrui mining has only completed the preliminary preparations for ordering main equipment and auxiliary equipment, and has not officially started construction.
Therefore, the filling system construction project of Tianrui mining does not have the situation of "construction before approval".
(2) Concentrate Dewatering technical transformation project of beneficiation workshop
Latest progress of project name approval
Project initiation: Sichuan investment preparation [210851113307-02618433] jxqb-0051 record form of investment project for concentrate technological transformation of technical beneficiation workshop in Sichuan Province Environmental Assessment of dehydration technological transformation project: exempted
Safety assessment: 2 million T / a Concentrate Dewatering Technology of beneficiation workshop of Sichuan development Tianrui Mining Co., Ltd
Safety pre assessment report of reconstruction project
On September 2, 2021, Tianrui mining completed the filing of the concentrate dehydration technical transformation project of the beneficiation workshop to the economic and Information Bureau of Mabian Yi Autonomous County on the national online approval and supervision platform of investment projects (the filing number is Chuan investment Bei [210851113307-02618433] jxqb-0051).
On March 27, 2022, the safety pre assessment report of the dehydration technical transformation construction project of Tianrui mining passed the expert review.
At present, there are 7 vacuum ceramic filters in the dehydration link of the washing production line of Tianrui mining. The equipment has good dehydration effect for coarse-grained concentrate slurry, but general effect for fine-grained concentrate slurry. The Concentrate Dewatering technical transformation project is mainly to add 8 sector and frame filter presses in the dewatering link to improve the dewatering effect of fine-grained concentrate slurry, so as to improve the processing capacity of the overall dehydration link of Tianrui mining.
In the process of handling environmental assessment procedures for the concentrate dehydration technical transformation project of beneficiation workshop, Tianrui mining consulted the Department of ecological environment of Sichuan Province through the official website, It replied that "the catalogue of classified management of construction projects (2021 Edition) stipulates that the construction content does not involve the reconstruction and expansion projects of the main project, and the environmental impact assessment category shall be determined according to the reconstruction and expansion project content; the construction projects not specified shall not be included in the environmental impact assessment management of construction projects." The construction content of the concentrate dehydration technical transformation project of the beneficiation workshop does not involve the reconstruction and expansion of the main project. According to the provisions of the catalogue of classified management of environmental impact assessment of construction projects (2021 Edition), projects that are not specified are not included in the management of environmental impact assessment of construction projects and are exempted from environmental assessment procedures. As of March 27, 2022, the concentrate dehydration technical transformation project of the beneficiation workshop of Tianrui mining has only completed the preliminary preparations for the commencement of the purchase of main equipment, and the construction has not been officially started.
Therefore, there is no "construction before approval" situation in the dehydration technical transformation construction project of Tianrui mining.
(3) Mining expansion and technical transformation project
Latest progress of project name approval
Project initiation: Sichuan investment preparation [220451113307-02402723] jxqb-0022 record form of technological transformation investment projects in Sichuan Province
EIA: CHSP [2009] No. 651 on the mining of phosphorus ore in tongchanggeng (No. 8 ore block) of Mabian laoheba Phosphate Mine 25
