北京市天元律师事务所 关于中润资源投资股份有限公司 重大资产置换实施情况的 法律意见 北京市天元律师事务所 中国北京市西城区金融大街 35 号国际企业大厦 A 座 509 单元 邮编：100033 北京市天元律师事务所 关于中润资源投资股份有限公司 重大资产置换实施情况的 法律意见 京天股字（2023）第 093-4 号 致：中润资源投资股份有限公司 北京市天元律师事务所（以下简称"本所"）接受中润资源投资股份有限公 司（以下简称"中润资源"、"上市公司"或"公司"）的委托，担任公司本次重 大资产置换（以下简称"本次重大资产置换"或"本次交易"）的专项法律顾问， 并出具法律意见。 本所已依据《中华人民共和国公司法》、《中华人民共和国证券法》、《律师事 务所从事证券法律业务管理办法》、《律师事务所证券法律业务执业规则（试行）》 等法律、法规及其他规范性文件的规定，就本次重大资产置换出具了《北京市天 元律师事务所关于中润资源投资股份有限公司重大资产置换的法律意见》（京天 股字（2023）第 093 号，以下简称"《法律意见》"）、《北京市天元律师事务所关 于中润资源投资股份有限公司重大资产置换涉及房地产业务的专项 ...

证券代码：000506 证券简称：中润资源 上市地点：深圳证券交易所 中润资源投资股份有限公司 重大资产置换实施情况报告书 独立财务顾问 二零二三年八月 上市公司声明 本公司及全体董事、监事、高级管理人员保证本报告书的内容真实、准确和 完整，并对本报告书的虚假记载、误导性陈述或者重大遗漏承担相应的法律责任。 本次重大资产重组的交易对方已出具承诺函，保证其为本次重大资产重组所提供 的信息不存在虚假记载、误导性陈述或者重大遗漏，并对所提供信息的真实性、 准确性和完整性承担相应的法律责任。 本次交易有关监管部门对本次交易事项所作的任何决定或意见，均不代表其 对本公司股票的价值或投资者收益的实质性判断或保证。任何与之相反的声明均 属虚假不实陈述。 本次交易完成后，公司经营与收益的变化由公司负责；因本次交易引致的投 资风险，由投资者自行负责。 投资者若对本报告书存在任何疑问，应咨询自己的股票经纪人、律师、专业 会计师、或其他专业顾问。 1 | | 上市公司声明 1 | | --- | --- | | 目 | 录 2 | | 释 | 义 3 | | 第一节 | 本次交易概况 5 | | | 一、本次交易方案概述 5 | ...

一、本次交易的资产交割及过户情况 （一）标的资产的过户情况 截至本公告披露日，《重大资产置换协议》及《补充协议》已经生效，标的资产均已交割完 毕，淄博置业 100%股权和济南兴瑞 100%股权已转移至马维钛业，新金公司已成为公司控股子公司。 上市公司与马维钛业已于 2023 年 8 月 7 日签署《关于中润资源重大资产置换的交割确认书》，交 易各方将持续按照《重大资产置换协议》及《补充协议》要求履行相关权利义务。 （二）交易对价的支付情况 证券代码：000506 证券简称：中润资源 公告编号：2023-045 中润资源投资股份有限公司 关于重大资产置换之标的资产过户完成的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 中润资源投资股份有限公司（以下简称公司、中润资源）以其持有的山东中润集团淄博置业 有限公司（以下简称淄博置业）100%股权、济南兴瑞商业运营有限公司（以下简称济南兴瑞）100% 股权，与深圳马维钛业有限公司（以下简称马维钛业）持有的新金国际有限公司（以下简称新金 公司）51%股权进行置换。同时，马维钛业承接公司应付济南兴瑞的 3,757.7 ...

中信建投证券股份有限公司 关于 中润资源投资股份有限公司 重大资产置换实施情况 之 独立财务顾问核查意见 独立财务顾问 二零二三年八月 独立财务顾问声明 中信建投证券股份有限公司接受中润资源投资股份有限公司的委托，担任本次中润 资源投资股份有限公司重大资产置换之独立财务顾问。根据《公司法》《证券法》《上 市公司重大资产重组管理办法》《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》《深圳证券交易所股票上市规则》等有关法律、法规的 要求，按照证券行业公认的业务标准、道德规范，本着诚实信用、勤勉尽责的态度，本 独立财务顾问经过审慎调查，出具本次重组实施情况的核查意见。 1、本核查意见所依据的文件、材料由交易各方提供，本次交易各方均已向本独立 财务顾问承诺并保证本次交易的提供、披露的信息和相关文件的内容真实、准确、完整， 保证不存在虚假记载、误导性陈述或者重大遗漏，并愿意承担相应的法律责任。 2、本独立财务顾问已按照规定履行尽职调查义务，有充分理由确信所发表的专业 意见与上市公司披露的文件内容不存在实质性差异。 3、本核查意见不构成对上市公司的任何投资建议，投资者根据本核查意见所做出 ...

Group 1: Company Performance and Strategy - The company aims to focus on mineral development, enhancing operational capabilities and profitability, particularly in the Watu Kola gold mine [3] - In 2022, the company produced 19,874 ounces (approximately 618 kg) of gold [6] - The company plans to increase production capacity and improve efficiency through technological upgrades and strategic partnerships [6] Group 2: Financial Health and Market Position - As of June 9, 2023, the number of shareholders was approximately 87,000 [4] - The company has faced significant losses, with 99% of retail investors reportedly losing money regardless of gold price fluctuations [2] - The company is working on a private placement of A-shares to alleviate financial pressure and enhance liquidity [3] Group 3: Asset Management and Restructuring - The company is in the process of a major asset restructuring, with a temporary shareholders' meeting scheduled for June 21, 2023, to discuss related proposals [5] - The asset swap involves divesting real estate assets and acquiring the Malawi zircon-titanium sand project, which is expected to contribute to cash flow and profits within 1-2 years after large-scale construction [4] Group 4: Risk Management and Market Perception - The company does not currently face delisting risks, as there are no significant violations or operational disruptions reported [5] - The management acknowledges the volatility in stock prices and is committed to improving company performance and shareholder value [5]

1. 召开时间：2023 年 6 月 14 日（星期三）下午 15:00-16:00； 2. 召开方式：网络互动方式； 3. 出席人员：公司董事长、财务总监郑玉芝女士，董事、总经理毛德宝先生，独立董事刘学 民先生，董事、副总经理、董事会秘书孙铁明先生； 4. 投资者参与方式：投资者可登陆全景网"投资者关系互动平台"（http://ir.p5w.net） 参与本次业绩说明会。 证券代码：000506 证券简称：中润资源 公告编号：2023-036 中润资源投资股份有限公司 关于举办 2022 年度网上业绩说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 中润资源投资股份有限公司（以下简称"公司"）已于 2023 年 4 月 28 日在巨潮资讯网 （http://www.cninfo.com.cn）上披露了《中润资源投资股份有限公司 2022 年年度报告》。 为了让广大投资者进一步了解公司 2022 年度经营情况，公司定于 2023 年 6 月 14 日（星期 三） 15:00-16:00 在全景网举办 2022 年度业绩说明会，具体情况如下： 一、本 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥70,876,731.03, an increase of 12.13% compared to ¥63,210,417.04 in the same period last year[5] - The net profit attributable to shareholders was -¥37,898,030.05, a decrease of 114.34% from a profit of ¥264,317,413.43 in the previous year[5] - The company’s basic and diluted earnings per share were both -¥0.04, a decline of 114.29% from ¥0.28 in the same period last year[5] - Net profit for Q1 2023 was a loss of CNY 43,690,061.93, compared to a profit of CNY 256,122,368.38 in Q1 2022, indicating a significant decline[19] - The total comprehensive income for Q1 2023 was a loss of CNY 44,800,771.75, compared to a profit of CNY 262,863,555.19 in the same period last year[21] Cash Flow - The net cash flow from operating activities improved by 74.83%, reaching -¥10,380,561.09 compared to -¥41,248,590.43 in the previous year[5] - Total cash inflow from operating activities is 75,501,680.82 CNY, compared to 74,976,220.56 CNY in the previous period[22] - Cash outflow from operating activities decreased to 85,882,241.91 CNY from 116,224,810.99 CNY year-over-year[22] - The net cash flow from investing activities is -4,011.60 CNY, a significant decline from 344,824,191.59 CNY in the previous period[23] - Cash inflow from financing activities is 103,890,940.46 CNY, down from 316,077,313.15 CNY in the previous period[23] - The net cash flow from financing activities improved to 7,099,026.97 CNY from -208,599,203.12 CNY year-over-year[23] Assets and Liabilities - Total assets at the end of the reporting period were ¥1,690,794,629.11, a decrease of 1.57% from ¥1,717,700,069.87 at the end of the previous year[5] - Total liabilities increased to CNY 1,063,453,548.24 from CNY 1,045,558,217.25, marking a rise of about 1.7%[17] - The equity attributable to shareholders of the parent company decreased to CNY 604,956,981.20 from CNY 642,306,708.35, a decline of approximately 5.8%[17] Investments and Subsidiaries - The construction in progress increased by 55.45%, attributed to expansion projects at a subsidiary[8] - The company’s long-term equity investments slightly increased to ¥47,754,003.39 from ¥47,583,622.67, showing a marginal growth[15] - The company’s subsidiary Jiangsu Feihan Lifeng Enterprise Management Consulting Co., Ltd. was deregistered on March 30, 2023, with no significant impact on the overall business and financial status[11] Shareholder Information - The company reported a total of 233,000,000 shares held by its largest shareholder, Ningbo Ransheng Shengyuan Investment Management Partnership, accounting for a significant portion of the voting rights[10] - The company plans to issue 190,280,746 A-shares in a private placement, which will account for 17% of the total share capital post-issuance, raising approximately ¥532.79 million[11] - The company’s non-public offering will result in a change of control, with the actual controller shifting from Guo Changwei to Zhu Yifan[12] Other Financial Metrics - Financial expenses increased by 48.01%, mainly due to foreign exchange losses related to receivables[8] - The company recognized government subsidies amounting to ¥13,278.67 during the reporting period[6] - The company reported a credit impairment loss of CNY 5,683,564.19, compared to a gain of CNY -1,807,070.94 in the previous year[20] - The company’s other comprehensive income after tax was a loss of CNY 1,110,709.82, compared to a gain of CNY 6,741,186.81 in Q1 2022[19]

Financial Performance - The company's operating revenue for 2022 was CNY 277,149,195.90, a decrease of 69.42% compared to CNY 906,438,329.02 in 2021[20] - The net profit attributable to shareholders in 2022 was CNY 252,997,202.91, a significant increase of 295.96% from a loss of CNY 129,106,677.83 in 2021[20] - The net cash flow from operating activities was negative at CNY -116,514,558.06, a decline of 314.11% compared to CNY 54,418,031.00 in 2021[20] - Basic and diluted earnings per share for 2022 were CNY 0.27, up 292.86% from a loss of CNY -0.14 in 2021[20] - The weighted average return on equity was 50.49%, an increase of 78.89% from -28.40% in 2021[20] - The company reported a net profit excluding non-recurring gains and losses of CNY -137,565,455.77, a decrease of 24.73% from CNY -110,286,739.16 in 2021[20] - The company reported a net profit of CNY 390,562,658.68 from non-recurring gains in 2022, compared to a loss of CNY 18,819,938.67 in 2021[27] - The total revenue for 2022 was CNY 277,149,195.90, a decrease of 69.42% compared to CNY 906,438,329.02 in 2021[47] Business Operations - The company has undergone several changes in its main business focus, shifting from salt production to real estate development and mineral resource exploration[19] - The company has not disclosed any new product or technology developments, market expansions, or mergers and acquisitions in the report[5] - The company’s real estate project "Zibo Huajiaocheng" has developed a strong brand reputation over more than ten years[31] - The company has a complete mining and smelting industrial chain at the Vatukoula mine, focusing on gold exploration, mining, and sales[32] - The company completed a total of 7,047 meters of exploration drilling and 7,433 meters of grade control drilling at the Vatukoula Gold Mine, with a total investment of 392,000 FJD (approximately 1.22 million RMB) in resource exploration[34] - The Vatukoula Gold Mine produced 19,874 ounces of gold during the reporting period, with a significant decrease in production compared to 2021, and generated operating revenue of 240.94 million RMB[40] - The company is in the process of obtaining exploration rights for the Mount Kasi project in Fiji, expected to be completed in 2023[40] Market and Industry Trends - The average gold price in 2022 was USD 1,800.09 per ounce, slightly up by 0.08% from USD 1,798.61 per ounce in 2021[30] - In 2022, China's gold production increased by 13.09% year-on-year to 372.048 tons, while gold consumption decreased by 10.63% to 1,001.74 tons[30] - The mining production volume decreased by 44% to 19,873.76 ounces due to natural disasters and operational challenges in Fiji[51] - Gold sales are a major source of revenue for the company, with fluctuations in gold prices significantly impacting profitability[91] Financial Position and Assets - Total assets at the end of 2022 were CNY 1,717,700,069.87, an increase of 1.76% compared to CNY 1,688,025,024.90 at the end of 2021[21] - As of December 31, 2022, the company reported total assets of 1,717.70 million RMB, an increase of 1.76% year-over-year, and total liabilities of 1,045.56 million RMB, a decrease of 18.73% year-over-year[39] - The company has a significant amount of restricted cash totaling CNY 3,561,990.07, primarily for environmental protection and compensation guarantees[74] - The fair value of financial assets decreased by CNY 1,441,127.41, resulting in a year-end value of CNY 2,312,324.98[73] Shareholder and Governance Matters - The company plans to issue 190,280,746 A-shares to raise funds, which will represent 17% of the total share capital post-issuance[45] - The company is undergoing a major asset restructuring, exchanging 100% equity in its subsidiaries for a 51% stake in a new company, which has been approved in board meetings[46] - The company held 1 annual and 4 temporary shareholder meetings during the reporting period, ensuring all shareholders, especially minority shareholders, can exercise their rights[98] - The board of directors convened 10 meetings, and a new board was elected based on the professional qualifications of its members[98] - The supervisory board held 9 meetings, ensuring effective oversight of financial and operational compliance[99] - The company has implemented a comprehensive information disclosure system to ensure transparency and compliance with regulations[99] Legal and Compliance Issues - The company is involved in a significant arbitration case with a claim amount of $80 million, which is currently under the jurisdiction of the China International Economic and Trade Arbitration Commission[169] - The arbitration ruling requires the first respondent to repay the principal amount of $80 million, with additional overdue payment penalties calculated at a rate of 0.05% per day until full payment is made[169] - The company has initiated enforcement actions in the Jinan Intermediate People's Court to recover a loan principal of 37.07 million yuan from Peisi International Trade (Beijing) Co., Ltd[169] - The company has faced regulatory scrutiny, resulting in disciplinary actions from the Shenzhen Stock Exchange for failure to disclose significant transactions and related party transactions[173] - The company is actively improving its internal control systems and governance structures to enhance compliance and information disclosure quality[174] Employee and Management Information - The total number of employees at the end of the reporting period was 1,302, with 1,275 from major subsidiaries[137] - The company has a diverse board of directors with members holding various qualifications and experiences in finance and management[108] - The company’s employee training programs focus on new employee orientation, corporate culture, and compliance with financial regulations[140] - The company emphasizes a people-oriented employment philosophy, focusing on talent development and employee rights protection[150] Future Outlook and Strategic Plans - The company plans to continue expanding its market presence and enhance its product offerings through new strategies[129] - The company aims to increase resource reserves through intensified exploration within existing mining rights and additional exploration of current prospecting rights[87] - The company is focused on completing major asset restructuring to improve operational capabilities and profitability, while also optimizing capital structure to enhance risk resilience[88]

Financial Performance - The company's operating revenue for Q3 2022 was ¥73,501,237.54, a decrease of 87.41% compared to the same period last year, and a year-to-date revenue of ¥208,313,801.69, down 73.67% year-on-year[5] - The net profit attributable to shareholders was -¥38,590,416.17, a decline of 236.48%, with a year-to-date net profit of ¥208,121,041.90, an increase of 701.23%[5] - The basic earnings per share for the current period was -¥0.0415, a decrease of 236.51%, while the diluted earnings per share was also -¥0.0415, reflecting the same percentage change[5] - Total operating revenue for Q3 2022 was CNY 208.31 million, a significant decrease of 73.7% compared to CNY 791.13 million in the same period last year[23] - Total operating costs for Q3 2022 were CNY 290.90 million, down 64.0% from CNY 807.61 million year-on-year[23] - Net profit for Q3 2022 reached CNY 172.47 million, a turnaround from a net loss of CNY 38.61 million in Q3 2021[24] - The company reported an operating profit of CNY 175.26 million, compared to an operating loss of CNY 16.05 million in the previous year[24] - Earnings per share for Q3 2022 were CNY 0.2240, recovering from a loss of CNY 0.0373 per share in the same quarter last year[24] Assets and Liabilities - The total assets at the end of the reporting period were ¥1,757,879,180.57, an increase of 4.14% compared to the end of the previous year[5] - The company's total current assets as of September 30, 2022, amount to 420,721,311.79 RMB, an increase from 372,927,359.89 RMB at the beginning of the year[20] - Total non-current assets increased to 1,337,157,868.78 RMB from 1,315,097,665.01 RMB at the beginning of the year[20] - The total assets of the company as of September 30, 2022, are 1,757,879,180.57 RMB, up from 1,688,025,024.90 RMB at the beginning of the year[20] - The total liabilities decreased to CNY 1.14 billion from CNY 1.29 billion year-on-year, indicating improved financial stability[21] - The total equity attributable to shareholders increased to CNY 590.06 million, up from CNY 374.62 million in the previous year[21] Cash Flow - The company's cash flow from operating activities was -¥94,572,481.28, a significant decrease of 2180.40% year-on-year, primarily due to reduced cash receipts from gold and real estate sales[11] - Operating cash inflow for the period was CNY 221,168,731.77, a decrease of 48.6% compared to CNY 430,690,212.00 in the previous period[25] - Operating cash outflow totaled CNY 315,741,213.05, down 27.3% from CNY 434,837,391.21 year-on-year[25] - Net cash flow from operating activities was negative CNY 94,572,481.28, compared to negative CNY 4,147,179.21 in the same period last year[25] - Cash inflow from investment activities reached CNY 357,324,404.82, significantly up from CNY 23,852,584.35 in the previous period[26] - Net cash flow from investment activities was CNY 336,378,459.80, a substantial increase from CNY 2,339,232.75 year-on-year[26] - Cash inflow from financing activities amounted to CNY 356,648,352.62, compared to CNY 92,500,000.00 in the previous period[26] - Net cash flow from financing activities was negative CNY 244,122,254.19, worsening from negative CNY 65,564,727.66 in the same period last year[26] - The ending cash and cash equivalents balance was CNY 2,029,413.18, down from CNY 25,167,560.87 in the previous period[26] - The company reported a total cash outflow of CNY 600,770,606.81 from financing activities, an increase of 279.5% compared to CNY 158,064,727.66 last year[26] Shareholder Information - Total number of common shareholders at the end of the reporting period is 67,991[16] - The largest shareholder, Ningbo Ransheng Shengyuan Investment Management Partnership, holds 25.08% of shares, totaling 233,000,000 shares, which are pledged and frozen[16] Other Key Information - The accounts receivable increased by 202.85% compared to the end of the previous year, mainly due to uncollected rental income from investment properties[9] - Short-term borrowings increased by 205.44% compared to the end of the previous year, primarily due to new borrowings from Yantai Bank[10] - The company reported a year-to-date decrease in revenue from its subsidiary Zibo Real Estate by 97%, attributed to the completion of a major project last year[10] - The company anticipates potential operational disruptions if gold production does not improve and fuel costs remain high, which could lead to temporary shutdowns[13] - The company is involved in ongoing arbitration related to a construction project, with a potential liability of approximately 24.68 million RMB[18] - The company has a significant amount of other receivables totaling 39,435,084.68 RMB, which remained stable compared to the previous period[20] - The company has a total of 10,092,961.55 RMB in other non-current assets as of September 30, 2022[20] - Other comprehensive income after tax was CNY 19.19 million, contrasting with a loss of CNY 0.88 million in Q3 2021[24] - The company’s cash flow management appears to have improved, as indicated by the reduction in financial expenses from CNY 49.34 million to a negative CNY 15.24 million[23]