Hunan Gold Corporation 2026 Second Extraordinary General Meeting Resolution Announcement

Hunan Gold Corporation Limited·July 29, 2026·18 pages

✨ AI Summary

Hunan Gold Corporation held its second extraordinary general meeting on July 29, 2026. The meeting reviewed and voted on 26 proposals related to asset acquisition and fundraising. Notably, the proposal for the asset acquisition and fundraising plan was not passed, along with most related proposals. However, the proposal for the company's dividend distribution plan for 2026-2028 was approved.

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Exchange Summary

EGM RESOLUTION

The Company held its 2nd Extraordinary General Meeting of 2026 on 29 July 2026, during which the following proposal(s) was/were approved: 1. Plan for the connected transactions regarding assets purchase via share offering and matching fund raising 1.1. Overall plan for the transaction 1.2. Transaction method, underlying assets and transaction counterparties 1.3. Transaction price and payment method 1.4. Assets purchase via share offering: stock type, par value and listing place 1.5. Assets purchase via share offering: issue price, pricing base date and pricing basis 1.6. Assets purchase via share offering: issuing targets and volume 1.7. Assets purchase via share offering: lockup period arrangement 1.8. Assets purchase via share offering: attribution of the profits and losses of the underlying assets during the transitional period 1.9. Assets purchase via share offering: contractual obligations and liabilities for breach of contract of handling the transfer of the ownership of relevant assets 1.10. Assets purchase via share offering: arrangement for the accumulated retained profits 1.11. Assets purchase via share offering: valid period of the resolution 1.12. Matching fund raising: stock type, par value and listing place 1.13. Matching fund raising: issuing targets and method 1.14. Matching fund raising: issue price, pricing base date and pricing basis 1.15. Matching fund raising: total amount of the matching funds to be raised and issuing volume 1.16. Matching fund raising: lockup period arrangement 1.17. Matching fund raising: purpose of the matching funds to be raised 1.18. Matching fund raising: arrangement for the accumulated retained profits 1.19. Matching fund raising: valid period of the resolution 20. Shareholder return plan for the next three years from 2026 to 2028 23. Amendments to the raised funds management system 24. Addition of the post of vice chairman of the board and amendments to the Company's articles of association and its annexes 25. Formulation of the remuneration management system for directors and senior management 26. 2026 remuneration plan for directors and senior management The following proposal(s) was/were vetoed: 2. Report (draft) on the connected transactions regarding assets purchase via share offering and matching fund raising and its summary 3. The transaction is in compliance with relevant laws and regulations 4. The transaction is in compliance with Articles 11, 43 and 44 of the Management Measures on Major Assets Restructuring of Listed Companies 5. The transaction is in compliance with Article 4 of Listed Companies Regulation Guidance No. 9 - Regulatory Requirements for Planning and Implementing Major Assets Restructuring of Listed Companies 6. The occasions prohibiting issuance of stocks to specific parties as provided for by Article 11 of the Management Measures on Securities Issuance and Registration of Listed Companies do not exist in this case 7. The relevant parties of the transaction are qualified to participate in the major assets restructuring according to Article 12 of Listed Companies Regulation Guidance No.7 - Regulation of Abnormal Stock Trading in Listed Companies Related to Major Assets Restructuring and Article 30 of the Shenzhen Stock Exchange Listed Companies Self-regulation Guidelines No. 8 - Major Asset Restructuring 8. Independence of the evaluation institution, rationality of the evaluation hypothesis, correlation between the evaluation method and evaluation purpose, and fairness of the evaluated price 9. Audit report, pro forma review report and asset evaluation report related to the transaction 10. The transaction constitutes a connected transaction 11. The transaction constitutes a major assets restructuring but not a listing by restructuring 12. Conditional agreement on assets purchase via share offering to be signed 13. Conditional agreement on performance commitments and compensation to be signed 14. Diluted immediate return after the transaction and filling measures 15. Statement on the compliance and completeness of the legal procedure of the transaction and the effectiveness of the legal documents submitted 16. Statement of the board on assets purchase and sale within 12 months prior to the transaction 17. The Company's stock price fluctuation for the 20 trading days before the announcement of the transaction 18. Confidentiality measures and system adopted for the transaction 19. Statement on whether there is a direct or indirect paid employment of other third-party institutions or individuals for the transaction 21. Exemption of relevant parties from the tender offer obligation according to relevant regulations 22. Authorization to the board to handle matters regarding the connected transaction of assets purchase via share offering and matching fund raising

Provided by Shenzhen Stock Exchange

Full Translation

AI Translation· gemini_document

Securities Code: 002155

Securities Abbreviation: Hunan Gold

Announcement No.: Lin 2026-64

Hunan Gold Corporation

Announcement of Resolutions from the 2026 Second Extraordinary General Meeting

The Company and all members of the Board of Directors and Senior Management guarantee the truthfulness, accuracy, and completeness of the information disclosed in this announcement, and shall bear joint liability for any false representations, misleading statements, or material omissions.

Important Notice:

This general meeting was convened through a combination of on-site and online voting methods.
The following proposals were not approved at this general meeting:

No.	Proposal Name
Proposal 2	Proposal on the "Report (Draft) and Summary of Hunan Gold Corporation's Share Issuance for Asset Purchase and Fundraising and Related Party Transaction"
Proposal 3	Proposal on the conditions for the transaction
Proposal 4	Proposal on the transaction's compliance with Articles 11, 43, and 44 of the "Administrative Measures for Major Asset Restructuring of Listed Companies"
Proposal 5	Proposal on the transaction's compliance with Article 4 of the "Supervisory Guidelines No. 9 for Listed Companies - Supervision of Planning and Implementation of Major Asset Restructuring"
Proposal 6	Proposal on the company not falling under the circumstances stipulated in Article 11 of the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" that prohibit issuance to specific targets
Proposal 7	Proposal on the relevant parties not being subject to restrictions stipulated in Article 12 of the "Supervisory Guidelines No. 7 for Listed Companies - Supervision of Abnormal Stock Trading in Major Asset Restructuring" or Article 30 of the "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 8 - Major Asset Restructuring" from participating in the major asset restructuring
Proposal 8	Proposal on the independence of the appraisal institution, the reasonableness of the appraisal assumptions, the relevance of the appraisal methods to the appraisal objectives, and the fairness of the appraisal pricing
Proposal 9	Proposal on approving the audit report, pro forma financial statements review report, and asset appraisal report for this transaction
Proposal 10	Proposal on the transaction constituting a related party transaction
Proposal 11	Proposal on the transaction constituting a major asset restructuring but not a restructuring for backdoor listing
Proposal 12	Proposal on signing the conditional "Asset Purchase Agreement through Share Issuance"
Proposal 13	Proposal on signing the conditional "Performance Commitment and Compensation Agreement"
Proposal 14	Proposal on the dilution of immediate returns from the transaction and measures to mitigate it
Proposal 15	Proposal on the completeness, compliance, and validity of legal documents submitted for the transaction
Proposal 16	Proposal on the company's purchase and sale of assets in the twelve months prior to this transaction
Proposal 17	Proposal on the fluctuation of the company's stock price in the twenty trading days prior to the first announcement of this transaction
Proposal 18	Proposal on the confidentiality measures and system for this transaction
Proposal 19	Proposal on whether the transaction involves direct or indirect paid engagement of other third-party institutions or individuals
Proposal 21	Proposal to request the shareholders' meeting to agree that relevant parties are exempt from making a general offer to all shareholders
Proposal 22	Proposal to authorize the Board of Directors to handle matters related to the share issuance for asset purchase and fundraising and related party transactions

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