Tibet Mining: Beijing Jinkai (Chengdu) Law Firm issued the "Legal Opinion on the Third Extraordinary Shareholders' Meeting of Tibet Mining Development Co., Ltd. in 2026" for this shareholders' meeting.
Legal Opinion Beijing Jinkai (Chengdu) Law Firm About
The third extraordinary shareholders' meeting of Tibet Mining Development Co., Ltd.
2026
of
legal opinion
Beijing Jinkai (Chengdu) Law Firm
Room 1609, Building A, Air China Century Center, No. 1 Hangkong Road, Wuhou District, Sichuan, Chengdu, China
Tel: 028-85293955 Fax: 028-85293885
Website: http://www.jklawyers.cn
legal opinion
Beijing Jinkai (Chengdu) Law Firm About Tibet Mining Development Co., Ltd.
The third extraordinary shareholders’ meeting in 2026
legal opinion
To: Tibet Mining Development Co., Ltd.
Beijing Jinkai (Chengdu) Law Firm (hereinafter referred to as the "firm") was entrusted by Tibet Mining Development Co., Ltd. (hereinafter referred to as the "company") and appointed lawyers He Pengkang and Chen Xinhai (hereinafter referred to as the "lawyers of the firm") to attend the company's third extraordinary shareholders' meeting in 2026 (hereinafter referred to as the "shareholders' meeting"). Our lawyers comply with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules") and the "Governance Guidelines for Listed Companies" (hereinafter referred to as the "Governance Guidelines") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). ") and the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Implementation Rules for Online Voting of Shareholders Meetings of Listed Companies" and other laws, administrative regulations, normative documents and the "Articles of Association of Tibet Mining Development Co., Ltd." (hereinafter referred to as the "Articles of Association") issued by the Shenzhen Stock Exchange, witness the relevant matters of this shareholders' meeting, and issue this legal opinion in accordance with the law.
In order to issue this legal opinion, our lawyers reviewed the documents provided by the company regarding this shareholders' meeting and listened to the company's statements and explanations on relevant matters. The company has promised that the relevant documents and statements and explanations it has provided to the Exchange are true, accurate and complete, without any false records, misleading statements or major omissions.
Our lawyers only issue legal opinions on the convening and convening procedures of this shareholders' meeting, the qualifications of the convener and attendees, the voting procedures and voting results of this shareholders' meeting, and other relevant matters based on the facts that have occurred or existed before the date of issuance of this legal opinion and the provisions of China's relevant laws, regulations, normative documents and the Articles of Association. Our lawyers do not express legal opinions on the content of the proposals at this shareholders' meeting and the authenticity, accuracy and completeness of the facts and data involved in the proposals.
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This legal opinion is only for the purpose of the company's shareholders' meeting and may not be used for any other purpose or use. The Exchange agrees that the company can use this legal opinion as an announcement material for the company’s shareholders’ meeting and disclose it to the public together with other information that needs to be announced.
In accordance with the recognized business standards, ethics and diligence of the Chinese lawyer industry, our lawyers issue the following legal opinions:
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1. Convening and convening procedures of this shareholders’ meeting
On August 7, 2026, the company held the 11th meeting of the 8th board of directors, which reviewed and approved the "Proposal on the Board of Directors' Proposal to Convene the Third Extraordinary Shareholders' Meeting in 2026".
On August 11, 2026, the company's board of directors published the "Notice of Tibet Mining Development Co., Ltd. on convening the third extraordinary shareholders' meeting in 2026" (hereinafter referred to as the "Meeting Notice") in "Securities Daily", "Securities Times", "Shanghai Securities News" and Juchao Information Network (http://www.cninfo.com.cn). The "Meeting Notice" states the convener of the shareholders' meeting, the time of the meeting, the location of the on-site meeting, the voting method of the meeting, the attendees of the meeting, the matters to be considered at the meeting, the meeting registration method, the meeting contact information and other matters. It explains that shareholders have the right to attend the shareholders' meeting in person or by entrusting a shareholder representative (or agent) to attend the shareholders' meeting and exercise their voting rights. Since this shareholders' meeting will combine on-site meetings and online voting, the company also made clear instructions on the voting time, voting procedures and other relevant matters for online voting in the "Meeting Notice".
The shareholders' meeting was held as scheduled at 14:30 on August 28, 2026 on the 15th floor of Jinxi Garden, Dondup Financial City, Cijolin Street, Liuwu New District, Lhasa City, Tibet Autonomous Region. The meeting was chaired by Mr. Cai Fangwei, chairman of the company.
In addition to on-site meetings, the company also provides shareholders with an online voting platform through the Shenzhen Stock Exchange trading system and Internet voting system. Among them: the voting time through the Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") system is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on August 28, 2026; the voting time through the Shenzhen Stock Exchange Internet voting system (http://wltp.cninfo.com.cn) is 9:15-15:00 on August 28, 2026.
Lawyers from our firm believe that the actual time, method, location and content of the motions reviewed are consistent with the "Meeting Notice", and that the convening and convening procedures of the company's shareholders' meeting comply with the provisions of the "Company Law", "Shareholders' Meeting Rules", "Governance Code" and other currently effective laws, regulations, normative documents and the "Articles of Association".
2. Qualifications of the convener of this shareholders’ meeting
The convener of this shareholders' meeting is the company's board of directors, which complies with relevant laws, regulations, normative documents and the Articles of Association.
Our lawyers believe that the qualifications of the convener of this shareholders’ meeting are legal and valid.
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3. Qualifications of persons attending and attending this shareholders’ meeting
Lawyers from our firm verified the shareholder list on the equity registration date of this shareholders' meeting, the shareholding certificates and legal representative certificates/or power of attorney of the legal shareholders who attended the shareholders' meeting, as well as the shareholder account cards, personal identity certificates, power of attorney and identity certificates of the natural person shareholders who attended the shareholders' meeting, and confirmed that there were a total of shareholders and shareholder representatives (or agents) attending the on-site meeting of shareholders. 2 persons, representing 108,735,183 shares with voting rights, accounting for 20.8777% of the total number of shares with voting rights of the company.
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this shareholders' meeting, a total of 700 shareholders participated in the online voting of this shareholders' meeting, representing 9,666,850 shares with voting rights, accounting for 1.8561% of the company's total voting shares.
A total of 702 shareholders and shareholder representatives (or agents) attended the on-site meeting and participated in online voting, representing 118,402,033 shares with voting rights, accounting for 22.7338% of the company’s total voting shares. Among them, a total of 701 small and medium-sized shareholders (hereinafter referred to as "small and medium-sized investors") voted on site and online, representing 9,668,550 shares with voting rights, accounting for 1.8564% of the company's total voting shares.
Also attending and attending this shareholders' meeting were some of the company's directors, senior managers and lawyers of the firm.
The qualifications of the aforementioned shareholders who participated in the online voting of this shareholders' meeting have been verified by Shenzhen Securities Information Co., Ltd. Our lawyers are unable to verify the qualifications of these shareholders. On the premise that the qualifications of these shareholders who participated in the online voting of this shareholders' meeting comply with the provisions of relevant laws, administrative regulations, normative documents and the "Articles of Association", our lawyers believe that the qualifications of the personnel attending and attending this shareholders' meeting comply with the provisions of relevant laws, administrative regulations, "Shareholders' Meeting Rules" and "Articles of Association".
4. Deliberation matters and voting procedures of this shareholders’ meeting
The resolutions of this shareholders' meeting are the same as the "Meeting Notice", and there are no other modifications to the original resolutions or the introduction of temporary resolutions. This shareholders' meeting will be voted through a combination of on-site meetings and online voting. The on-site meeting voted on the relevant proposals listed in the "Meeting Notice" one by one by on-site voting. The online voting was conducted through the online voting system according to the time period determined in the "Meeting Notice". After the online voting, Shenzhen Securities Information Co., Ltd. provided the online voting results to the company. Shareholder representatives and our lawyers jointly monitored and counted the on-site voting, and combined the results of the on-site voting and online voting. The host of the meeting combined the statistical results of on-site voting and online voting and announced
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The voting status of the motion was announced, and the passing of the motion was announced based on the voting results. The voting results of this shareholders’ meeting are as follows:
- Review the "Proposal on the Company's Half-Year Profit Distribution Plan for 2026"
117,230,647 shares were approved, accounting for 99.0107% of the total number of shares with valid voting rights present at this shareholders' meeting; 1,067,170 shares were opposed, accounting for 0.9013% of the total number of shares with valid voting rights present at this shareholders' meeting; 104,216 shares were abstained (of which 1,100 shares abstained by default due to non-voting), accounting for 0.0880% of the total number of shares with valid voting rights present at this shareholders' meeting.
Total voting results of small and medium shareholders:
8,497,164 shares were approved, accounting for 87.8846% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 1,067,170 shares were opposed, accounting for 11.0375% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting; 104,216 shares were abstained (of which 1,100 shares abstained by default due to failure to vote) shares), accounting for 1.0779% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders' meeting.
According to the above voting results, this motion was passed.
- Review the "Proposal on Re-appointment of the Accounting Firm"
116,218,247 shares were approved, accounting for 98.1556% of the total number of shares with valid voting rights present at this shareholders' meeting; 2,037,370 shares were opposed, accounting for 1.7207% of the total number of shares with valid voting rights present at this shareholders' meeting; 146,416 shares were abstained (of which 400 shares abstained by default due to non-voting), accounting for 0.1237% of the total number of shares with valid voting rights present at this shareholders' meeting.
Total voting results of small and medium shareholders:
7,484,764 shares were approved, accounting for 77.4135% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 2,037,370 shares were opposed, accounting for 21.0721% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting; 146,416 shares were abstained (among them, default abstention due to failure to vote) 400 shares), accounting for 1.5144% of the total number of shares with valid voting rights of small and medium-sized shareholders attending this shareholders’ meeting.
According to the above voting results, this motion was passed.
- Consider the "Related Transaction Proposal Regarding the Renewal of the Financial Services Agreement between the Company and Baowu Group Finance Co., Ltd."
The company’s controlling shareholder, Dongzang Mining Assets Management Co., Ltd., avoided voting and held 108,733,483 shares.
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It is not included in the total number of shares with valid voting rights in Proposal 3.
6,995,964 shares were approved, accounting for 72.3579% of the total number of shares with valid voting rights present at this shareholders' meeting; 2,561,370 shares were opposed, accounting for 26.4918% of the total number of shares with valid voting rights present at this shareholders' meeting; 111,216 shares were abstained (of which 400 shares abstained by default due to non-voting), accounting for 1.1503% of the total number of shares with valid voting rights present at this shareholders' meeting.
Total voting results of small and medium shareholders:
6,995,964 shares were approved, accounting for 72.3579% of the total number of shares with valid voting rights present at this shareholders' meeting; 2,561,370 shares were opposed, accounting for 26.4918% of the total number of shares with valid voting rights present at this shareholders' meeting; 111,216 shares were abstained (of which 400 shares abstained by default due to non-voting), accounting for 1.1503% of the total number of shares with valid voting rights present at this shareholders' meeting.
According to the above voting results, this motion was passed.
5. Conclusions
In summary, our lawyers believe that: the company’s convening and convening procedures of this shareholders’ meeting comply with the provisions of laws, regulations and the Articles of Association; the qualifications of the personnel attending this shareholders’ meeting are legal and valid, and the voting rights held by shareholders and shareholder representatives (or agents) attending this shareholders’ meeting meet the statutory quota; the voting procedures and results of this shareholders’ meeting comply with the provisions of laws, regulations and the Articles of Association, and the resolutions passed are legal and valid.
This legal opinion is made in two original copies and will take effect after being signed by our handling lawyer and stamped by our firm.
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Legal Opinion (This page has no text, but is the signature page of the "Legal Opinion of Beijing Jinkai (Chengdu) Law Firm on the Third Extraordinary Shareholders Meeting of Tibet Mining Development Co., Ltd. in 2026")
August 28, 2026
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