*ST宝实: 北京德恒律师事务所关于宝塔实业股份有限公司重大资产置换及支付现金购买资产暨关联交易之实施情况的法律意见

Group 1 - The core opinion of the article is that Beijing Deheng Law Firm has provided legal opinions regarding the major asset swap and cash purchase of assets by Baota Industrial Co., Ltd, confirming that the transaction complies with relevant laws and regulations [1][2][15] - The transaction involves Baota Industrial swapping its assets, excluding certain cash and equity investments, for 100% equity of Electric Power Investment New Energy held by Ningxia Electric Power Investment [4][5] - The adjustments to the original restructuring plan include changes in the scope of assets, transaction price, and method of transaction, shifting from a share issuance to a cash payment for the asset swap [5][6] Group 2 - Baota Industrial has obtained all necessary approvals and authorizations for the transaction, including from its board of directors and relevant government authorities [6][7] - The transfer of the target assets has been confirmed, with the ownership of Electric Power Investment New Energy officially registered under Baota Industrial as of July 11, 2025 [8][10] - The payment for the transaction is structured such that Baota Industrial will pay a cash amount of 341.23 million yuan within 12 months following the asset transfer [11][16] Group 3 - The company has fulfilled its information disclosure obligations regarding the transaction, ensuring compliance with regulatory requirements [12][16] - There have been changes in the board and management personnel of both Baota Industrial and Electric Power Investment New Energy during the transaction period [12][13] - The company has confirmed that there are no non-operational fund occupations or guarantees provided to related parties during the transaction [14][16] Group 4 - All relevant agreements related to the transaction are being executed as per the stipulated conditions, with no violations reported [14][16] - The transaction is expected to proceed without substantial legal obstacles, with necessary follow-up actions outlined for completion [14][16]