内蒙古加度律师事务所 法律意见书 内蒙古加度律师事务所 关于中盐内蒙古化工股份有限公司 参股公司减资之重大资产重组实施情况的 法律意见书 地址：内蒙古包头市稀土高新区时代广场 B 座 14 层 电话：0472-7159669 传真：0472-7159669 内蒙古加度律师事务所 法律意见书 内蒙古加度律师事务所 关于中盐内蒙古化工股份有限公司 参股公司减资之重大资产重组实施情况的 法律意见书 致：中盐内蒙古化工股份有限公司 内蒙古加度律师事务所（以下简称"本所"或"本法律顾问"或"本所律师"） 接受中盐内蒙古化工股份有限公司（以下简称"上市公司"或"公司"或"中盐 化工"）的委托，担任中盐化工参股公司减资之重大资产重组的专项法律顾问。 本所已根据相关法律法规及规范性文件的规定并按照律师行业公认的业务 标准、道德规范和勤勉尽责精神，对上市公司已经提供的与其本次重组有关的文 件和事实进行了核查和验证，并出具了《内蒙古加度律师事务所关于中盐内蒙古 化工股份有限公司参股公司减资之重大资产重组的法律意见书》《内蒙古加度律 师事务所关于中盐内蒙古化工股份有限公司参股公司减资之重大资产重组的补 充法律意见书（一）》（以下简 ...

内蒙古通辽市查明煤炭储量110亿吨、天然碱储量约20.77亿吨、石盐矿资源量15.6亿吨、年产优质玉米 80亿千克以上……丰富的资源为通辽市发展化工新材料产业提供了原材料和能源保障。近年来，作为共 建"一带一路"倡议的重要节点城市，通辽市依托这些资源，不断优化产业结构，加速打造新型煤化工、 玉米生物（生物化工、生物医药化工）等多个产业集群。截至目前，该市扎鲁特旗工业园区鲁北产业 园、开鲁生物医药开发区、科左中旗工业园区宝龙山精细化工产业园经内蒙古自治区人民政府审批认定 为化工集中区。 一幅聚焦主导产业蓄势、传统产业焕新、新兴产业壮大的新质生产力布局图景，正在通辽大地上缓缓铺 展。8月4日至6日，中国化工报调研组深入通辽市化工集中区，切身感受这里追"新"逐"质"的蓬勃活力 与强劲脉动。 挖潜破难 打造新型煤化工基地 管道纵横交错、厂房整齐排列、厂区绿色洁净，位于通辽市扎鲁特旗工业园区鲁北产业园的中化学（内 蒙古）新材料有限责任公司（下称内蒙新材）年产30万吨煤制乙二醇及下游精细化工项目，彻底颠覆了 传统煤化工"黑、脏、乱"的刻板印象。在这里，一块块乌黑的煤炭正在现代煤化工技术赋能下，变身为 高性能材料及精细化工 ...

Group 1 - Shandong Haihua announced an investment of 2.32 billion yuan to acquire a 29% stake in Zhongyan (Inner Mongolia) Soda Industry Co., Ltd. through capital increase and listing [1] - The investment will be made in two phases: 1.975 billion yuan by August 8, 2025, and 345 million yuan by September 25, 2025 [1] - The total registered capital of Zhongyan Soda Industry is 8 billion yuan, with additional funding sourced through bank project loans [1][2] Group 2 - The Tongliao Naiman natural soda project has a total estimated investment of approximately 26.1 billion yuan, with 8 billion yuan as registered capital and the remaining 18.1 billion yuan to be financed through bank loans [2] - Shandong Haihua aims to diversify its product structure by investing in natural soda while maintaining its existing business operations, enhancing overall competitiveness [2] - The project is expected to lay a solid foundation for building a trillion-level natural soda industry cluster in Inner Mongolia [1]

Core Viewpoint - The announcement of capital increase for the Tongliao Naiman natural soda ash project by Zhongyan Chemical indicates a significant investment opportunity in the natural soda ash sector, which is expected to drive high-quality development in the industry [1][2][4]. Group 1: Investment and Capital Structure - Zhongyan Chemical plans to increase the registered capital of Zhongyan (Inner Mongolia) Soda Industry Co., Ltd. from 40 million to 8 billion yuan, with strategic investors like Shandong Haohua and Inner Mongolia Mengyan Salt Industry Group expressing intent to participate in the capital increase [1][2]. - The total investment for the Tongliao Naiman natural soda ash project is projected to reach 26.1 billion yuan, with 8 billion yuan from the current capital increase and the remaining 18.1 billion yuan to be raised through bank loans [4][5]. - The project aims to deploy 730 wells and achieve an annual production capacity of 5 million tons of soda ash by 2028, significantly expanding the low-cost production capacity in the industry [4][6]. Group 2: Cost and Production Efficiency - The cost of producing natural soda ash is approximately 817 yuan per ton, which is significantly lower than the costs associated with chemical synthesis methods, which can reach up to 2,087 yuan per ton [3][7]. - The project is expected to generate substantial economic returns, with a projected total profit of 50.15 billion yuan over its operational period and a financial internal rate of return of 12.84% [5][6]. Group 3: Market Dynamics and Strategic Positioning - The natural soda ash project is anticipated to impact the existing market structure, as it will introduce significant low-cost production capacity amidst a backdrop of oversupply in the soda ash industry [6][7]. - Companies like Shandong Haohua view participation in the natural soda ash project as essential to maintaining competitiveness and mitigating risks associated with market fluctuations and reliance on single production methods [6][7].

Group 1 - The company will hold its sixth extraordinary general meeting of shareholders on August 8, 2025, with both on-site and online voting options available [1][2] - The meeting agenda includes the review of several proposals related to the company's restructuring and financial matters, including a draft report on the asset restructuring [2][3] - The company plans to acquire 100% ownership of Zhongyan Qianye by reducing the capital of the joint venture with Taihu Investment, which currently holds a 51% stake [3][4] Group 2 - The restructuring involves a capital reduction of 20.4 million yuan, bringing the registered capital of Zhongyan Qianye from 40 million yuan to 19.6 million yuan [4][9] - The transaction is based on an asset evaluation report dated June 30, 2025, and the price for the 51% stake is set at zero, meaning no payment will be made to Taihu Investment [9][10] - The company will fully control the mining rights acquisition project, and Taihu Investment will not participate in future investments or project developments [5][10] Group 3 - The restructuring does not constitute a related party transaction, as there is no relationship between Taihu Investment and the listed company [7][8] - The board has approved the financial assistance of up to 6.8 billion yuan to Zhongyan Qianye to ensure timely payment for the mining rights [29][30] - The financial assistance is necessary for Zhongyan Qianye to pay the 6.8 billion yuan for the mining rights acquired on June 16, 2025 [30][31] Group 4 - The company aims to enhance its competitiveness in the natural soda ash sector, aligning with its strategic goals for high-quality development [30][32] - The company will monitor the use of the financial assistance to control risks associated with the funding [32][34] - The total amount of financial assistance provided will not exceed 6.8 billion yuan, which is within a reasonable proportion of the company's net assets [34]

Core Viewpoint - Zhongyan Chemical is undergoing a significant asset restructuring involving a capital reduction of its subsidiary, Zhongyan (Inner Mongolia) Soda Industry Co., Ltd., through a directed capital reduction to Taihu Investment, a subsidiary of China National Petroleum Corporation [1] Group 1: Asset Restructuring Details - The company disclosed a draft report on the major asset restructuring related to the capital reduction on July 24, 2025 [1] - The restructuring report has been revised to include additional details on the valuation process of the natural soda mining rights being auctioned by the subsidiary [1] - The revisions involved the addition of a section detailing the valuation process and the removal of redundant content from the original report [1]

Summary of Conference Call Notes Industry Overview - The conference call focused on the chemical and coal industries, discussing the impact of government policies and market dynamics on various sectors within these industries [1][2][4]. Key Points and Arguments Chemical Industry - The Ministry of Industry and Information Technology (MIIT) is conducting assessments of outdated production capacity, particularly in Hunan, where the lifespan has been reduced to 20 years. This could lead to significant elimination of outdated capacity in the chemical sector, enhancing market confidence in future profit reversals [1][2]. - In the soda ash industry, natural soda ash is expected to increase its market share to 60% due to environmental advantages, aiding in price recovery. Companies to watch include Yuanxing Energy and Zhongyan Chemical [1][2]. - The urea industry has an operating rate exceeding 80%, with about 30% of old facilities over 20 years old. The elimination of outdated capacity is expected to benefit supply-demand balance, with a focus on companies like Hualu Hengsheng and Hubei Yihua [1][2]. - Glyphosate and glufosinate prices are showing signs of bottoming out, driven by low overseas inventory and seasonal demand peaks. Domestic and international companies are voluntarily halting production, which may lead to price increases. Key companies include Jiangshan Co., Xingfa Group, and Lier Chemical [1][3]. - The organic silicon sector is experiencing strong demand, with DMC apparent demand growth exceeding 20% year-on-year from January to May. The industry operating rate is around 70%, and if this growth continues, rates may exceed 80% in the second half of the year. Companies to monitor include Xin'an Chemical and Xingfa Group [1][3]. Coal Industry - The coal industry is responding to overproduction issues through regulatory measures. A recent document from the Energy Bureau indicates that production exceeding approved capacities will be scrutinized, marking the beginning of a "de-involution" phase aimed at reducing excessive competition and improving resource utilization [4][5]. - The coal market has seen a relatively loose supply-demand balance this year, with prices declining until a slight rebound in late June due to seasonal demand. The current price range of 600-650 RMB/ton is seen as a price floor, with expectations that further declines are unlikely [5][7][8]. - The policies implemented are primarily focused on managing production rather than capacity, similar to past measures taken to address severe oversupply issues. The current market is not in a state of excess, with overproduction mainly observed in Xinjiang [6]. Construction Materials Industry - The construction materials sector is experiencing a "de-involution" phenomenon, characterized by overcapacity leading to intensified price competition. Companies are collaborating to limit production and stabilize prices, particularly in the cement and glass industries [9][10]. - The future focus for the cement industry includes strict enforcement of production limits and carbon emission management, with expectations for stricter policies starting in 2026 [12]. Lithium Carbonate Market - The lithium carbonate market is facing significant internal competition, with production costs varying widely. Prices have dropped from a peak of 600,000 RMB/ton to a low of 60,000 RMB/ton, leading to many hard rock lithium mines operating at a loss. The government aims to increase self-sufficiency in strategic resources, which may lead to supply-side adjustments [15][16]. - Companies to watch in the current market environment include Zhongkuang Resources, which is expected to stabilize its business valuation as prices recover. Other companies with lighter historical burdens, like Shenxinfu, are also worth monitoring [17]. Other Important Insights - The overall sentiment in the chemical and coal industries is cautiously optimistic, with expectations for price recovery and improved profitability as outdated capacities are phased out and regulatory measures take effect [1][2][4][8]. - The construction materials sector is anticipated to benefit from economic recovery and demand rebound, presenting potential investment opportunities [14].

Core Viewpoint - The company is undergoing a significant asset restructuring involving the establishment of a wholly-owned subsidiary, 中盐碱业, through a capital reduction agreement with 太湖投资, which will allow the company to fully control the mining rights for natural soda ash in Inner Mongolia [2][3][27]. Group 1: Restructuring Details - 中盐化工 and 太湖投资 will jointly establish 中盐碱业 with a registered capital of 40 million yuan, where 太湖投资 contributes 20.4 million yuan (51%) and 中盐化工 contributes 19.6 million yuan (49%) [2]. - 中盐碱业 successfully acquired the mining rights for natural soda ash in the Daqintala area of Inner Mongolia for 6.80866 billion yuan [2][89]. - Following the capital reduction, 中盐化工 will hold 100% of 中盐碱业, which will be included in the company's consolidated financial statements [2][3]. Group 2: Financial Assistance - 中盐化工 plans to provide financial assistance to 中盐碱业, with a total loan amount not exceeding 6.8 billion yuan, to ensure timely payment for the mining rights [88][90]. - The loan will be charged at an interest rate not lower than the bank's prevailing loan rate [88]. - This financial support is crucial for 中盐碱业 to fulfill its obligations related to the mining rights acquisition and aligns with 中盐化工's strategic goal of enhancing its competitiveness in the natural soda ash sector [90][92]. Group 3: Governance and Compliance - The restructuring and capital reduction have been approved by the board of directors and will be submitted for shareholder approval [3][27]. - The restructuring does not constitute a related party transaction, as 太湖投资 and 中盐化工 are not related parties under relevant regulations [27]. - The company has ensured compliance with all legal and regulatory requirements throughout the restructuring process [38][47].

Core Viewpoint - The article discusses the major asset restructuring of Zhongyan Inner Mongolia Chemical Co., Ltd. and the potential dilution of immediate returns due to the acquisition of a natural soda ash project, along with the measures the company plans to implement to mitigate this risk [1][2]. Group 1: Immediate Return Dilution Analysis - The acquisition will allow the company to control a natural soda ash project, which is currently in the construction phase, posing a risk of short-term declines in earnings per share and return on equity [1]. - The future profitability of the acquired company may be influenced by various unknown factors, including macroeconomic conditions, industry trends, and competitive environment, leading to further risks of immediate return dilution [1]. Group 2: Measures to Mitigate Return Dilution - The company plans to leverage its strengths to accelerate the development of the natural soda ash resources and enhance project management to convert resources into economic benefits as soon as possible [2]. - The company aims to improve internal management and operational efficiency, implementing comprehensive cost control measures across all business processes to enhance profitability [2]. - A robust corporate governance structure is in place, ensuring effective operation of the board and management, with clear responsibilities among departments to support sustainable development [2]. Group 3: Commitments from Stakeholders - The controlling shareholder and actual controller have committed to exercising shareholder rights in accordance with relevant laws and regulations, ensuring no interference in the company's management [3][4]. - All directors and senior management have pledged to diligently fulfill their responsibilities and maintain the legitimate rights of the company and its shareholders [4]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor has verified that the proposed measures to compensate for immediate return dilution and the commitments from stakeholders align with national policies aimed at protecting the rights of small and medium investors [4].

Core Viewpoint - The company is undergoing a significant asset restructuring involving the acquisition of 100% ownership of a subsidiary, Zhongyan Salt Industry, through a capital reduction by its partner, Taihu Investment [1][2]. Group 1: Asset Restructuring Details - Zhongyan Salt Industry was established as a joint venture between Taihu Investment (51% ownership) and Zhongyan Chemical (49% ownership) [1]. - On June 16, 2025, Zhongyan Salt Industry successfully bid for the natural soda mining rights in the Inner Mongolia region for 6.80866 billion yuan [1]. - Following negotiations, Taihu Investment will exit its stake in Zhongyan Salt Industry, allowing Zhongyan Chemical to consolidate full ownership [1]. Group 2: Regulatory and Approval Process - The restructuring plan is subject to approval from the company's shareholders and must comply with various regulatory requirements [2]. - There is a risk of the transaction being suspended or terminated if it is investigated for insider trading by the China Securities Regulatory Commission or judicial authorities [2]. - The timeline for obtaining necessary approvals remains uncertain, and the company will continue to fulfill its disclosure obligations as required by law [2].