*ST松发: 北京市康达律师事务所关于广东松发陶瓷股份有限公司重大资产置换及发行股份购买资产并募集配套资金暨关联交易之实施情况的法律意见书

Core Viewpoint - The legal opinion letter outlines the implementation status of a major asset swap and share issuance for Guangdong Songfa Ceramics Co., Ltd, confirming compliance with relevant laws and regulations [2][12][18]. Group 1: Transaction Overview - The transaction involves a major asset swap, share issuance for asset purchase, and fundraising, with Songfa Ceramics exchanging its assets and liabilities for a 50% stake in Hengli Heavy Industry held by Zhongkun Investment [3][4]. - The fundraising aims to raise up to 100% of the transaction price through the issuance of A-shares to no more than 35 specific investors, with the total shares issued not exceeding 30% of the post-transaction total share capital [3][4]. Group 2: Performance and Compensation Arrangements - A performance compensation agreement has been established, with a commitment for Hengli Heavy Industry to achieve a cumulative net profit of no less than 4.8 billion yuan during the performance commitment period from 2025 to 2027 [4][5]. - If the actual net profit falls short of the committed amount, compensation will be made in shares first, with any shortfall covered in cash [5][16]. Group 3: Approval and Authorization - The transaction has received necessary approvals from the board of directors and independent directors of Songfa Ceramics, as well as from the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][10][11]. Group 4: Implementation Status - As of the date of the legal opinion, the transfer of the target assets has been completed, with the 100% equity of Hengli Heavy Industry transferred to Songfa Ceramics [12][18]. - The company has completed the registration of new shares following the asset purchase, resulting in a total of 861,697,311 shares post-transaction [14][18]. Group 5: Compliance and Future Steps - The transaction has adhered to all relevant legal and regulatory requirements, with no significant discrepancies between the actual implementation and prior disclosures [18][19]. - Future steps include completing the transfer of certain assets and liabilities, as well as obtaining necessary approvals for the registration of new capital and changes to the company’s articles of association [17][18].