Legal Opinion on the 2025 Annual Shareholders' Meeting of Northern Copper Industry Co., Ltd.
To: Northern Copper Industry Co., Ltd.
Beijing Jindu Law Firm (hereinafter referred to as "our firm") has been entrusted by Northern Copper Industry Co., Ltd. (hereinafter referred to as "the Company") to issue this legal opinion based on the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), and the "Rules for Shareholders' Meetings of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders' Meeting Rules"), as well as other applicable laws, administrative regulations, departmental rules, normative documents, and the current effective "Articles of Association of Northern Copper Industry Co., Ltd." (hereinafter referred to as "Articles of Association") within the territory of the People's Republic of China (including the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Province) for the purpose of issuing this legal opinion.
Our firm appointed lawyers to attend the 2025 Annual Shareholders' Meeting (hereinafter referred to as "this Shareholders' Meeting") scheduled for May 27, 2026, and issued this legal opinion regarding matters related to this Shareholders' Meeting. To issue this legal opinion, our lawyers reviewed the following documents provided by the Company, including but not limited to:
- The Articles of Association approved by the Company's second extraordinary shareholders' meeting in 2025;
- The announcement of the resolutions of the eighth meeting of the tenth board of directors published on the Shenzhen Stock Exchange website (www.szse.cn) on April 25, 2026;
- The notice of the 2025 Annual Shareholders' Meeting published on the Shenzhen Stock Exchange website (www.szse.cn) on April 25, 2026 (hereinafter referred to as "Shareholders' Meeting Notice");
- The shareholder register on the record date for this Shareholders' Meeting;
- The attendance registration records and supporting documents of shareholders present at the meeting;
- The voting statistics provided by Shenzhen Securities Information Co., Ltd. for this Shareholders' Meeting;
- The announcements and documents related to the proposals for this Shareholders' Meeting;
- Other meeting documents.
The Company has assured our firm that it has disclosed all facts that could affect the issuance of this legal opinion and provided the original written materials, copies, commitment letters, or certificates required by our firm for issuing this legal opinion, with no concealment, false statements, or significant omissions. The documents and materials provided by the Company to our firm are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, our firm only expresses opinions on the procedures for convening and holding this Shareholders' Meeting, the qualifications of the attendees, the qualifications of the convener, and whether the voting procedures and results comply with relevant laws, administrative regulations, the Shareholders' Meeting Rules, and the Articles of Association. We do not express opinions on the content of the proposals reviewed at this Shareholders' Meeting or the truthfulness and accuracy of the facts and data presented in those proposals. Our firm only expresses opinions based on the currently effective laws and regulations within the territory of China and does not express opinions based on any laws and regulations outside of China.
Our firm has strictly fulfilled its statutory duties in accordance with the aforementioned laws, administrative regulations, departmental rules, normative documents, and the relevant provisions of the Articles of Association, and has conducted sufficient verification of the matters related to this Shareholders' Meeting, ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, with no false records, misleading statements, or significant omissions, and we bear corresponding legal responsibilities.