Legal opinion of taihetai law firm on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (2022) tlyz ( Sichuan Development Lomon Co.Ltd(002312) ) No. 1
January 14, 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: 86-28-8662 5656 Fax: 86-28-8525 6335
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: 86-28-8662 5656 Fax: 86-28-8525 6335
catalogue
Part I Introduction 3 Part II text eleven
1、 The scheme of this transaction eleven
2、 The subject qualifications of the parties involved in this transaction twenty-two
3、 Approval and authorization of this transaction thirty-eight
4、 The substantive conditions of this transaction forty
5、 Agreements related to this transaction forty-eight
6、 The underlying assets of this transaction forty-nine
7、 Related party transactions involved in this transaction and horizontal competition eighty-nine
8、 The handling of creditor's rights and debts and employee placement involved in this transaction one hundred and five
9、 Information disclosure for the performance of this transaction one hundred and six
10、 Qualification of securities service institutions participating in this transaction one hundred and nine
11、 Verification on the purchase and sale of shares of listed companies by relevant parties to this transaction one hundred and nine
12、 Concluding observations one hundred and eighteen
The end of the third part one hundred and nineteen
Taihe Thai law firm
About Sichuan Development Lomon Co.Ltd(002312)
Legal opinion on issuing shares to purchase assets and related party transactions
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 its special legal adviser on the purchase of assets by issuing shares and related party transactions (hereinafter referred to as "the transaction"), in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws Regulations and the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) promulgated by the China Securities Regulatory Commission And other normative documents, and this legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I Introduction
1、 Brief introduction to the firm and the signing lawyer
（1） Introduction to the Institute
Founded in May 2000, taihetai law firm is a large comprehensive law firm covering China and connecting the world. At present, it has been established in Beijing, Chengdu, Chongqing, Guiyang, Jinan, Kunming, Lhasa, Shenzhen, Shanghai, Tianjin, Xi'an, Taiyuan, Xining, Nanjing, Wuhan, Haikou, Urumqi, Fuzhou, Guangzhou, Nanchang, Hong Kong, Washington Offices have been opened in Seoul, Busan, Sydney, Kathmandu, Bangkok and other places. The business covers dozens of industries such as finance, real estate, aviation, high-end manufacturing, environmental protection, energy, medical treatment, commerce, tourism and culture, including dozens of professional fields such as real estate, capital market, investment and financing, M & A and reorganization, government legal counsel, and continues to expand emerging fields such as Internet, artificial intelligence, blockchain, medical health, film and television.
Contact information of Taihe Thai law firm:
Address: 16-17 / F, Palm Springs International Center, No. 199, middle section of Tianfu Avenue, high tech Zone, Chengdu, Sichuan Tel: 028-8662 5656
Fax: 028-8676 1128
website: http://www.tahota.com.
（2） Brief introduction of signing lawyer
The lawyers responsible for undertaking Sichuan Development Lomon Co.Ltd(002312) This transaction and signing the legal opinion are lawyer Yao Gang, lawyer Fei Dong and lawyer Zhou Yong.
1. Lawyer Yao Gang
Full time lawyer of taihetai law firm, lawyer practice certificate No.: 15101200810855731. Lawyer Yao Gang has completed or participated in the issuance and listing of Sichuan Em Technology Co.Ltd(601208) A shares, Shenzhen Jiang&Associates Creative Design Co.Ltd(300668) A shares, the non-public issuance and acquisition of Sichuan longmang Titanium Industry Co., Ltd. by Henan baillian Chemical Co., Ltd., the acquisition of longmang Dadi Agriculture Co., Ltd. by Chengdu Santai Holding Group Co., Ltd., Sichuan Em Technology Co.Ltd(601208) the acquisition of Shandong Shengtong optical material technology Co., Ltd Chengdu Santai Holding Group Co., Ltd. non-public offering of shares and change of actual control in 2020, Sichuan Em Technology Co.Ltd(601208) non-public offering of shares in 2020 and other projects. At the same time, lawyer Yao Gang has long served as legal adviser to financial enterprises, group enterprises and listed companies, and has successively served as independent directors of several listed companies.
Contact: 028-8662 5656
Email: Gang [email protected].
2. Lawyer Fei Dong
Full time lawyer of taihetai law firm, lawyer practice certificate No.: 15101201401118043. Lawyer Fei Dong has completed or participated in the issuance and listing of Shenzhen Jiang&Associates Creative Design Co.Ltd(300668) A shares, the non-public issuance and acquisition of Sichuan longmang Titanium Industry Co., Ltd., Hangzhou Baishi Network Technology Co., Ltd. and Baishi Dianjia Technology (Hangzhou) Co., Ltd., the acquisition of Sichuan oooh Supermarket Chain Management Co., Ltd Sichuan Em Technology Co.Ltd(601208) acquired Shandong Shengtong optical material technology Co., Ltd., Chengdu Santai Holding Group Co., Ltd. in 2020 non-public offering of shares and change of actual control, Sichuan Em Technology Co.Ltd(601208) non-public offering of shares in 2020 and other projects. At the same time, lawyer Fei Dong has served as the legal adviser of group enterprises and listed companies for a long time.
Contact: 028-8662 5656
Email: dong.com [email protected].
3. Lawyer Zhou Yong
Full time lawyer of taihetai (Shanghai) law firm, lawyer practice certificate No.: 13101201710081463. Lawyer Zhou Yong has completed or participated in the issuance and listing of Shenzhen Jiang&Associates Creative Design Co.Ltd(300668) A shares, the non-public issuance and acquisition of Sichuan longmang Titanium Industry Co., Ltd. by Henan baillian Chemical Co., Ltd., Sichuan Em Technology Co.Ltd(601208) the acquisition of Shandong Shengtong optical material technology Co., Ltd., Lier Chemical Co.Ltd(002258) the acquisition of Jiangyou Qixing Shanghai Chlor-Alkali Chemical Co.Ltd(600618) Co., Ltd Chengdu Santai Holding Group Co., Ltd. non-public offering of shares and change of actual control in 2020, Sichuan Em Technology Co.Ltd(601208) non-public offering of shares in 2020 and other projects. At the same time, lawyer Zhou Yong has served as the legal adviser of group enterprises and listed companies for a long time.
Contact: 028-8662 5656
Email: yong.com [email protected]. 。 2、 Statement
1. Taihe Thai only expresses legal opinions on legal issues related to this transaction based on the facts that have occurred or existed before the date of issuance of this legal opinion and the laws, regulations and normative documents officially promulgated and implemented by the state, and based on the understanding of relevant facts and laws, and does not express legal opinions based on any laws outside China.
2. For the fact that this legal opinion is very important and cannot be supported by independent evidence, Taihe Thai has adopted the methods of interview with relevant parties, inquiry of relevant public information, independent investigation in relevant departments, and relied on the certificates issued or provided by relevant government departments, judicial organs, Sichuan Development Lomon Co.Ltd(002312) , Tianrui mining, counterparties, other relevant units or relevant persons Make judgments and give legal opinions on testimony or documents.
During the inspection, our lawyers have specially reminded Sichuan Development Lomon Co.Ltd(002312) , Tianrui mining, the counterparty and other institutions and personnel subject to the inspection of our lawyers that the certificates or testimony provided by them should be true, accurate and complete, and all copies or duplicates should be completely consistent with the original or the original, without any false records, misleading statements or major omissions, It shall bear corresponding legal liabilities for any commitment or confirmation made.
Sichuan Development Lomon Co.Ltd(002312) and Tianrui mining have respectively guaranteed that: (1) they have provided the original written documents, copies, copies, confirmation letters or written certificates and oral testimony necessary for Taihe to issue this legal opinion; (2) All documents and materials provided to Taihe Thai are true, accurate, complete and effective, without concealment, falsehood and major omissions, and if the documents and materials are copies or copies, they shall be consistent with the original; The documents provided and the signatures and seals on the documents are true; All parties who have signed or will sign documents are legally existing and have obtained appropriate authorization to sign such documents.
3. Taihe Thai only expresses opinions on legal issues related to this transaction, and does not express opinions on the value of the underlying assets involved in this transaction, nor on professional matters such as accounting, audit, asset evaluation, investment decision-making, market value estimation, etc. The quotation of some data and conclusions in professional reports such as accounting report, audit report, evaluation report, internal control report and analysis report of estimated market value in this legal opinion does not mean that Taihe Thai makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. Taihe Thai does not have the appropriate qualification to verify and evaluate such data professional matters. Therefore, the concluding opinions of qualified professional institutions constitute one of the judgment bases of this legal opinion.
4. Taihe Thai has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of this transaction, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
5. Taihe Thai agrees Sichuan Development Lomon Co.Ltd(002312) to quote the relevant contents of this legal opinion in the relevant application documents prepared for this exchange in accordance with the review requirements of China Securities Regulatory Commission, but the company shall not make the above quotation in any way that may lead to legal ambiguity or misinterpretation of Taihe Thai's legal opinion.
6. This legal opinion is only for Sichuan Development Lomon Co.Ltd(002312) the purpose of this transaction and shall not be used for any other purpose. Taihe Thai agrees to submit this legal opinion as a necessary legal document for Sichuan Development Lomon Co.Ltd(002312) This transaction together with other application materials to Shenzhen Stock Exchange and China Securities Regulatory Commission for review, and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
7. In order to issue this legal opinion, our lawyers have reviewed the following facts and legal documents related to this transaction: (1) the scheme of this transaction; (2) Subject qualification of relevant parties to this transaction; (3) Approval and authorization of this transaction; (4) Substantive conditions of this transaction; (5) Relevant agreements of this transaction; (6) The underlying assets of this transaction; (7) Related party transactions involved in this transaction and horizontal competition; (8) Handling of creditor's rights and debts and employee placement involved in this transaction; (9) Information disclosure on the performance of this transaction; (10) Qualifications of securities service institutions participating in this transaction; (11) Verification on the trading of shares of listed companies by relevant parties to this transaction.
In accordance with the relevant provisions of laws and regulations, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Taihe Thai has conducted necessary verification and verification of the documents and relevant facts provided by the relevant subjects, and issued this legal opinion. 3、 Interpretation
Unless otherwise specified herein, the following words have the following specific meanings:
Sichuan Development Lomon Co.Ltd(002312) , formerly known as Chengdu Santai 1 Sichuan Development Lomon Co.Ltd(002312) , public Holding Group Co., Ltd., Chengdu Santai Electronic Industry Co., Ltd. and listed company branch Co., Ltd., once referred to as securities Santai electronics and Santai holdings
2 Santai Co., Ltd. refers to Chengdu Santai Electronic Industry Co., Ltd., which is the predecessor of the company
3. Tianrui mining and target refer to Sichuan development Tianrui Mining Co., Ltd., formerly known as Sichuan Chemical Company Tianrui Mining Co., Ltd
4 Chuanfa mining refers to Sichuan Development Mining Group Co., Ltd., formerly known as Sichuan development Guorui Mining Investment Co., Ltd
5 Sichuan development refers to Sichuan development (holding) Co., Ltd
6 Sichuan salt industry refers to Sichuan Salt Industry Corporation
7 ChuanHua group refers to Sichuan Chemical Group Co., Ltd., formerly known as Sichuan Chemical holding (Group) Co., Ltd
8 mining group refers to Sichuan Mining Investment Group Co., Ltd
