北京浩天(乌鲁木齐)律师事务所 HYLANDS LAW FIRM URUMQI OFFICE 北京浩天(乌鲁木齐)律师事务所 关于西部黄金股份有限公司 2025 年第一次临时 股东会的法律意见书 致:西部黄金股份有限公司 北京浩天(乌鲁木齐)律师事务所(以下简称"本所")接受西 部黄金股份有限公司(以下简称"公司")的委托,指派本所聂晓江、 王杰律师出席公司 2025年第一次临时股东会,并根据《中华人民共 和国公司法》《中华人民共和国证券法》《上市公司股东会规则》及 公司《章程》的规定,特对本次股东会的召集与召开程序、出席会议 的人员资格、表决程序及结果出具本法律意见书。 公司已向本所保证,其已提供为出具本法律意见书所需要的资料, 并保证该资料真实、准确、完整。 本所及经办律师依据《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则(试行)》等规定及本法律意 见书出具日以前已经发生或者存在的事实,严格履行了法定职责,遵 循了勤勉尽责和诚实信用原则,进行了充分的核查验证,保证本法律 意见所认定的事实真实、准确、完整,所发表的结论性意见合法、准 确,不存在虚假记载、误导性陈述或者重大遗漏,并 ...

Core Viewpoint - The performance of various industries in the first half of the year has shown significant improvement, with 52.88% of the 938 listed companies reporting a year-on-year increase in net profit attributable to shareholders [1] Group 1: Non-ferrous Metals Industry - The non-ferrous metals sector has experienced substantial profit growth, driven by rising prices of raw materials such as copper and gold [2] - 20 companies in the non-ferrous metals industry reported a year-on-year profit increase of over 50%, with 6 companies achieving a profit doubling [2] - For instance, Jincheng Mining expects a net profit of 1.07 billion to 1.12 billion yuan, a year-on-year increase of 74.62% to 82.78%, attributed to increased sales volume and prices of mineral products [2] - Luoyang Molybdenum anticipates a net profit of 8.2 billion to 9.1 billion yuan, reflecting a growth of 51.37% to 67.98% due to rising copper and cobalt prices [2] - Huayou Cobalt's profit is expected to rise by 55.62% to 67.59%, with a projected net profit of 2.6 billion to 2.8 billion yuan, driven by increased cobalt prices [2] Group 2: Gold Industry - The gold sector has also reported strong performance, with companies like Western Gold expecting a net profit of 130 million to 160 million yuan, a year-on-year increase of 96.35% to 141.66% [3] - Shandong Gold anticipates a net profit of 2.55 billion to 3.05 billion yuan, reflecting an increase of 84.30% to 120.50% due to higher gold sales prices and increased sales volume [3] - Other gold companies, including Chifeng Gold and Zhongjin Gold, also expect net profit increases exceeding 50% [3] Group 3: Agricultural Chemicals Industry - The agricultural chemicals sector has seen significant profit growth, with 49 out of 89 companies reporting increases, representing 55.1% [4] - Xian Da Co. expects a net profit of 130 million to 150 million yuan, a staggering year-on-year increase of 2443.43% to 2834.73%, driven by rising market prices of its main product [4] - Su Li Co. anticipates a net profit of 72 million to 86 million yuan, reflecting a growth of 1008.39% to 1223.91% due to increased sales of pesticides [4] - Li Min Co. expects a net profit of 260 million to 280 million yuan, a year-on-year increase of 719.25% to 782.27% [4] Group 4: Fertilizer Industry - Fertilizer companies like Yara International and Dongfang Iron Tower are also forecasting over 50% profit growth due to increased product demand [5] - Yara International expects a net profit of 730 million to 930 million yuan, a year-on-year increase of 170% to 244%, driven by higher production and sales volumes [5] - Dongfang Iron Tower anticipates a net profit of 451 million to 495 million yuan, reflecting a growth of 63.80% to 79.78% [5] Group 5: Fluorochemical Industry - The fluorochemical sector has benefited from rising market prices, with companies like Sanmei Co. expecting a net profit of 948 million to 1.042 billion yuan, a year-on-year increase of 146.97% to 171.67% [6] - Juhua Co. anticipates a net profit of 1.97 billion to 2.13 billion yuan, reflecting a growth of 136% to 155% due to rising prices of fluorinated refrigerants [6] - Yonghe Co. expects a net profit of 255 million to 280 million yuan, a year-on-year increase of 126.30% to 148.49% [6]

Group 1: Gold Price Movement - International gold prices have significantly increased, surpassing $3,400 per ounce, reaching a five-week high, with a closing price of $3,406.4 per ounce on July 21, reflecting a rise of 1.43% [1] - COMEX gold futures rose by 1.6%, reaching $3,412 per ounce, while spot silver also saw a 2% increase, priced at $38.939 per ounce [1] - As of July 22, London spot gold surged to $3,416.65 per ounce, with spot silver hitting a new high since July 14 [1] Group 2: Domestic Gold Price Trends - Since opening at $2,623 per ounce this year, spot gold has risen, peaking at $3,499.45 per ounce on April 22, marking a maximum increase of over 30% before entering a phase of high-level fluctuations [3] - Domestic gold prices have also rebounded, with most gold jewelry prices in local stores returning to the thousand yuan mark [3] Group 3: Gold Companies' Performance - Gold companies have reported strong performance in the first half of 2025, benefiting from a 28% increase in international gold futures prices compared to the beginning of the year [5] - Western Gold expects a net profit attributable to shareholders of 130 million to 160 million yuan, a year-on-year increase of 96.35% to 141.66% [5] - Shandong Gold anticipates a net profit of 2.55 billion to 3.05 billion yuan, reflecting a year-on-year increase of 84.3% to 120.5% [5] - China National Gold forecasts a net profit of 2.614 billion to 2.875 billion yuan, an increase of 50% to 65% year-on-year [5] - Hunan Gold expects a net profit of 613 million to 701 million yuan, a year-on-year increase of 40% to 60% [5] - Chifeng Gold anticipates a net profit of 1.08 billion to 1.13 billion yuan, reflecting a year-on-year increase of 52.01% to 59.04% [6] Group 4: Central Bank Gold Purchases - The People's Bank of China reported that as of June 2025, the country's gold reserves reached 73.9 million ounces (approximately 2,298.55 tons), marking a net increase for the eighth consecutive month [7] - In 2024, global central banks purchased a net total of 1,136 tons of gold, the second-highest on record, with China, Poland, and Turkey being the top three buyers, accounting for over 50% of purchases [7] - A survey indicated that 95% of central banks plan to continue increasing their gold holdings in the next 12 months, the highest percentage since 2019 [7] Group 5: Reasons for Central Bank Gold Accumulation - Central banks are increasing gold holdings to optimize foreign exchange reserve structures, as gold serves as a non-sovereign credit reserve asset, unaffected by unilateral sanctions [8] - The People's Bank of China's gold purchases align with the internationalization of the renminbi, providing tangible asset support for the currency's role in the global monetary system [8]

Core Viewpoint - Western Gold Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance and streamline operations [1][2]. Group 1: Reasons for Abolishing the Supervisory Board - The decision to abolish the supervisory board is based on the need to improve the company's governance structure and promote standardized operations [1]. - The supervisory board's responsibilities will be transferred to the audit committee of the board of directors [1]. Group 2: Amendments to Articles of Association - The articles of association have been revised to reflect the removal of the supervisory board and the corresponding changes in governance rules [2]. - The revised articles emphasize the protection of the rights of the company, shareholders, and creditors, while also ensuring compliance with relevant laws and regulations [2][4]. Group 3: Key Changes in Governance Structure - The new articles of association establish that the legal representative of the company will be the director executing company affairs [4]. - The company will now have a permanent existence as a joint-stock limited company, as opposed to a fixed operational period [4][5]. Group 4: Company Operations and Responsibilities - The company is committed to adhering to national laws and regulations while focusing on the development of mineral resources, particularly gold and manganese [6][7]. - The company aims to establish a modern enterprise system that balances economic benefits with social responsibilities [6][7].

Group 1 - The board of directors of Western Gold Co., Ltd. has received resignation letters from Chairman Tang Xiangyang and directors Jin Guobin and Zhou Jie due to retirement and work adjustments [1][2] - The resignations are effective immediately upon receipt of the letters, and the company expresses gratitude for their contributions during their tenure [2] - The company held a board meeting on July 22, 2025, to approve the election of new non-independent directors, including Qi Xinhui, Zhu Lingxiao, and Ding Kun, pending shareholder approval [3] Group 2 - The company appointed Zhu Lingxiao as the new general manager following the resignation of the previous general manager on May 14, 2025, due to work adjustments [3][4] - Zhu Lingxiao's term will last until the end of the current board's term, and his qualifications have been reviewed and approved by the board's nomination committee [3][4]

Core Viewpoint - The announcement details a related party transaction where the wholly-owned subsidiary of Western Gold, Aktao Kobang Manganese Manufacturing Co., plans to borrow CNY 405 million from its controlling shareholder, Xinjiang Nonferrous Metals Industry Group, to meet its operational funding needs [1][2]. Summary by Sections 1. Overview of Related Party Transaction - Aktao Kobang intends to borrow CNY 405 million for a term of 12 months at an annual interest rate of 2.11%, with no collateral or guarantees required [1][2]. - The transaction is classified as a related party transaction due to Xinjiang Nonferrous being the controlling shareholder, holding 54.99% of Western Gold's shares [3]. 2. Board Meeting and Approval - The fifth board meeting approved the borrowing proposal with unanimous consent (5 votes in favor, 0 against, 0 abstentions), and independent directors supported the submission of the proposal [2][4]. - The transaction does not require shareholder meeting approval as per the relevant stock exchange rules [2]. 3. Related Party Information - Xinjiang Nonferrous Metals Industry Group is the controlling shareholder of Western Gold, with a registered capital of CNY 15.65 billion and established in March 2002 [3]. 4. Loan Agreement Details - The loan agreement stipulates that the borrower must apply for withdrawal three working days before each drawdown, and interest payments are due on specified dates [4]. 5. Purpose and Impact of the Loan - The loan aims to support the business development of Aktao Kobang and is deemed necessary for maintaining operational continuity without adversely affecting the company's independence or harming the interests of shareholders, particularly minority shareholders [4].

Core Points - The document outlines the independent director system of Western Gold Co., Ltd., aiming to enhance corporate governance and protect shareholders' rights [1][2] - Independent directors must not have any direct or indirect interests that could affect their judgment and are required to fulfill their duties independently [1][2] - The proportion of independent directors on the board must be at least one-third, including at least one accounting professional [2][4] Group 1: Independent Director Responsibilities - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and providing professional advice [2][3] - They are responsible for supervising potential conflicts of interest between the company and its major shareholders or management [18][19] - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances [12][19] Group 2: Qualifications and Independence - Independent directors must meet specific independence criteria, including not holding significant shares or positions in related companies [5][6] - Candidates must have relevant experience and knowledge in law, accounting, or economics, and must not have any significant negative records [6][8] - Independent directors can serve on the boards of a maximum of three domestic listed companies to ensure they have adequate time to fulfill their responsibilities [10] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [6][11] - The nomination process requires the consent of the candidates and a thorough review of their qualifications [12][13] - The election of independent directors must follow a cumulative voting system to ensure fair representation of minority shareholders [14] Group 4: Duties and Reporting - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [15][16] - They are required to report any significant issues that may hinder their ability to perform their duties to the relevant authorities [17][19] - The company must provide necessary support and resources for independent directors to effectively carry out their responsibilities [37][38]

第一章 总则 西部黄金股份有限公司董事会议事规则 第一条 为规范公司董事会的议事行为，建立完善的法人治理结构，确保公 司董事会会议决策的科学和效率，根据《中华人民共和国公司法》（以下简称《" 公 司法》"）等法律、法规、规范性文件以及《西部黄金股份有限公司章程》（以下 简称《" 公司章程》"）的有关规定，特制定本规则。 第二条 本议事规则由公司董事会拟订，并经公司股东会通过后实施。 第三条 本议事规则一经实施，对全体董事和董事会的运作具有约束力。 第四条 如遇因国家法律、法规及规范性文件颁布和修订以及《公司章程》 的修改，致使本议事规则的内容与上述法律、法规、规范性文件及《公司章程》 的规定相抵触，公司董事会应及时召开会议修订议事规则。在董事会召开正式会 议修订议事规则之前，议事规则中前述涉及相抵触内容的条款自动失效，按国家 有关法律、法规、规范性文件和《公司章程》的规定执行。 第五条 本议事规则为公司章程的附件，公司召开董事会除应遵守本议事规 则的规定外，还应符合相关法律、法规、规范性文件和公司章程的规定。 第六条 董事会是公司的经营决策机构，依据《公司法》等相关法律、法规 和公司章程的规定，经营和管理公司 ...

西部黄金股份有限公司 年报信息披露重大差错责任追究制度 （四）追究责任与教育改进工作相结合的原则。 第一章 总则 第一条 为规范西部黄金股份有限公司(以下简称"公司")运作水平，增强 信息披露的真实性、准确性、完整性和及时性，加大对年报信息披露责任人的问 责力度， 提高年报信息披露的质量和透明度，根据《中华人民共和国公司法》 （下文简称《公司法》）、《中华人民共和国证券法》（下文简称《证券法》）、 《中华人民共和国会计法》（下文简称《会计法》） 、《上市公司治理准则》、 《上市公司信息披露管理办法》、《上海证券交易所股票上市规则》 等法律、 法规、规范性文件以及《公司章程》、《公司信息披露管理制度》等相关制度的 规定，结合公司实际，制定本制度。 第二条 本制度所指责任追究制度是指年报信息披露工作中有关人员不履行 或者不正确履行职责、义务以及其他个人原因，导致年报信息披露重大差错， 给 公司造成重大经济损失或不良社会影响时的追究与处理制度。 第三条 本制度适用范围：公司董事、高级管理人员，各部门、分公司及控 股子公司负责人，控股股东以及与年报信息披露工作有关的其他人员。 第四条 本制度所称年报信息披露的重大差错 ...

董事会战略委员会工作细则 第一章 总 则 西部黄金股份有限公司 第一条 为适应西部黄金股份有限公司（以下简称"公司"）战略发展需要， 增强公司核心竞争力，确定公司发展规划，健全投资决策程序，加强决策科学 性，提高重大投资决策的效益和决策的质量，完善公司治理结构，根据《中华 人民共和国公司法》《上市公司治理准则》《上海证券交易所股票上市规则》 《公司章程》及其他有关规定，公司特设立董事会战略委员会，并制定本实施 细则。 第二条 董事会战略委员会是公司董事会设立的专门工作机构，主要负责对 公司长期发展战略和重大投资决策进行研究并提出建议。 第二章 人员组成 第三条 战略委员会成员由 3 名董事组成，其中应至少包括一名独立董事。 第四条 战略委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名，并由董事会选举产生。 第五条 战略委员会设主任委员（召集人）一名，由公司董事长担任。 第六条 战略委员会任期与董事会任期一致，委员任期届满，可以连选连任。 期间如有委员不再担任公司董事职务，自动失去委员资格，并由委员会根据上 述第三至第五条规定补足委员人数。 第七条 战略委员会下设投资评审小组，由公司总经理任 ...