Shanghai Jintiancheng Law Firm (hereinafter referred to as "this Firm") accepts the entrustment of Dazhong Mining Co., Ltd. (hereinafter referred to as "the Company") to issue this legal opinion regarding the Company's first extraordinary shareholders meeting in 2026 (hereinafter referred to as "the Meeting"). According to the relevant provisions of the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Articles of Association of the Company (hereinafter referred to as "the Articles"), and the legal services provided by this Firm, we hereby express our legal opinion as follows:
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The convening of this Meeting complies with the relevant laws and regulations, as well as the provisions of the Articles.
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The qualifications of the conveners and attendees of this Meeting are valid, and the Company has conducted the necessary procedures for the Meeting.
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The voting results of this Meeting are valid and comply with the relevant laws and regulations.
1. The Collection of Meeting Participants' Qualifications and Meeting Procedures
(1) Collection of Participants' Qualifications
According to the Company's announcement, the Meeting will be convened on June 1, 2026, at 14:30 at Dazhong Mining Co., Ltd. located at No. 55 Huanghe Road, Xincheng District, Baotou City. The Meeting will be held in a hybrid format, combining on-site voting and online voting.
2. The Opening of the Meeting
The Meeting will officially commence at 14:30 on June 1, 2026, with registration starting from 9:15 to 15:00 on the same day.
3. The Qualifications of Attendees at the Meeting
(1) The shareholders attending the Meeting
According to the examination, there are 479 shareholders attending the Meeting, representing 658,164,288 shares, which accounts for 43.2752% of the total shares of the Company.
- Shareholders attending the Meeting
According to the registration, the shareholders attending the Meeting are 479, representing 658,164,288 shares, which accounts for 43.2752% of the total shares of the Company.
- Other attendees of the Meeting
According to the examination, other attendees of the Meeting include senior management and relevant personnel of the Company.
4. The Proposals for Review at the Meeting
According to the examination, the proposals for review at the Meeting belong to the scope of the Company's authority and have been opened for discussion in accordance with the notice of the Meeting.
5. The Voting Results and Outcomes of the Meeting
The Meeting will conduct voting, and the results will be summarized as follows:
| Proposal | Votes For | Votes Against | Total Votes |
|---|---|---|---|
| Proposal 1 | 657,508,388 | 595,800 | 658,104,188 |
| Proposal 2 | 657,510,688 | 585,600 | 658,096,288 |
| Proposal 3 | 657,511,688 | 585,600 | 658,096,288 |
The results indicate that the proposals have been approved by the shareholders present at the Meeting.
21. Effectiveness of the Next Issuance Plan
The results indicate: It is agreed that the total number of shares with voting rights is 657,511,888 shares, of which the total number of shares with effective voting rights at the meeting is 99.900%: against 585,400 shares, the total number of shares with effective voting rights at the meeting is 0.889%: abstaining 67,000 shares, the total number of shares with effective voting rights at the meeting is 0.012%.
Among them, the results of the voting by minority shareholders are as follows: It is agreed that 19,223,078 shares, accounting for the total number of shares with effective voting rights is 96.7167%: against 585,400 shares, accounting for the total number of shares with effective voting rights is 2.943%: abstaining 67,000 shares, accounting for the total number of shares with effective voting rights is 0.3371%.