宝地矿业: 北京德恒律师事务所关于新疆宝地矿业股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易的补充法律意见（二）

Core Viewpoint - The legal opinion from Beijing Deheng Law Firm regarding Xinjiang Baodi Mining Co., Ltd.'s issuance of shares and cash payment for asset acquisition and related fundraising indicates that the transaction complies with relevant laws and regulations, and has received necessary approvals, while still requiring further shareholder and regulatory approvals [4][10]. Group 1: Transaction Overview - The transaction involves Xinjiang Baodi Mining acquiring 87% of Congling Energy's equity through share issuance and cash payment [6]. - The transaction plan has not changed during the supplementary verification period, and it constitutes a related party transaction but does not qualify as a major asset restructuring [5][6]. Group 2: Approvals and Authorizations - The transaction has received necessary approvals from the second extraordinary general meeting of shareholders held on July 18, 2025, including various related resolutions [5][9]. - As of the date of the legal opinion, the transaction still requires approval from the shareholders' meeting, Shanghai Stock Exchange review, and registration consent from the China Securities Regulatory Commission [6][10]. Group 3: Target Assets - The target assets for acquisition include significant contracts and financial obligations of Congling Energy, with no major changes reported in its bank loans or credit agreements during the verification period [6][8]. - Congling Energy has ongoing contracts exceeding 5 million yuan, with specific details on sales and procurement contracts provided [7][8]. Group 4: Information Disclosure - Xinjiang Baodi Mining has fulfilled its information disclosure obligations regarding the transaction's progress, including announcements and reports related to the extraordinary general meeting [9][10]. - The company is required to continue fulfilling information disclosure obligations as the transaction progresses [10]. Group 5: Conclusion - The legal opinion concludes that the transaction complies with relevant laws and regulations, and there are no substantial legal obstacles to its implementation, pending necessary approvals [10][11].