Core Viewpoint - The legal opinion letter from Beijing Zhongyin (Chengdu) Law Firm confirms that the procedures and results of the Sichuan Anning Titanium Co., Ltd. 2025 third extraordinary general meeting of shareholders are in compliance with relevant laws and regulations [1][2][3]. Group 1: Meeting Procedures - The company published the notice for the third extraordinary general meeting on August 20, 2025, detailing the time, location, and agenda [2][3]. - The actual time and location of the meeting matched the published notice, and the board of directors had the authority to convene the meeting [3]. Group 2: Attendance and Voting - A total of 3 shareholders and their proxies attended the meeting, representing 306,000,100 shares, which is 64.9577% of the total voting rights [3][4]. - Among the attendees, 124 were minority investors, representing 20,294,958 shares or 4.3082% of the total voting rights [3][4]. Group 3: Voting Results - The meeting utilized a combination of on-site and online voting, with results announced immediately after the voting [4][5]. - The voting results showed overwhelming support for the proposals, with the majority of votes in favor exceeding 99% for most resolutions [5][6][8][10][11][12][13][16].

Meeting Overview - The meeting was held on September 4, 2025, with both on-site and online voting options available [1] - A total of 126 participants attended the meeting, representing 326,294,958 shares, which is 64.96% of the total voting shares [1] Voting Participation - Among the participants, 123 shareholders voted online, representing 20,294,858 shares, accounting for 4.31% of the total voting shares [1][2] - The on-site voting included only 1 shareholder representing 100 shares, which is negligible [2] Resolutions Passed - The meeting approved the proposal regarding the major asset restructuring, with 99.97% of the votes in favor, totaling 326,199,158 shares [3][4] - The proposal for the major asset purchase plan was also approved with 99.97% support, totaling 326,199,158 shares [3][4] - The resolution confirming that the major asset restructuring does not constitute a related party transaction received 99.97% approval [7][8] - Other resolutions related to compliance with regulations and the approval of asset evaluation reports were also passed with similar high approval rates, generally above 99.95% [10][11][12] Legal Compliance - The legal opinion provided by the law firm confirmed that the meeting's procedures and voting results complied with relevant laws and regulations [17]

Core Viewpoint - The legal opinion letter confirms that the 2025 Second Extraordinary General Meeting of Shareholders of Sichuan Anning Titanium Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legality and validity of the meeting and its resolutions [1][2][5]. Group 1: Meeting Procedures - The company published the notice for the meeting on August 7, 2025, detailing the time, location, and agenda on the official website [2][3]. - The actual time and location of the meeting matched the details provided in the notice, and the board of directors was qualified to convene the meeting [3][4]. Group 2: Attendance and Voting - A total of 3 shareholders attended the meeting in person, representing 306,000,600 shares, which is 64.9578% of the total share capital [3][4]. - There were 254 shareholders participating via online voting, representing 5,123,386 shares, or 1.0876% of the total share capital [4]. - The voting process combined both on-site and online methods, with results being verified by Shenzhen Securities Information Co., Ltd. [4][5]. Group 3: Voting Results - The resolutions were approved with 309,359,902 votes in favor, accounting for 99.4330% of the valid votes cast [5]. - Among minority investors, 3,359,902 votes were in favor, representing 65.5720% of their valid votes [5].

Meeting Overview - The company will hold a shareholder meeting on September 4, 2025, to discuss a major asset restructuring plan [1][2] - The meeting will include both on-site and online voting options for shareholders [1][6] Shareholder Rights - All ordinary shareholders registered by August 28, 2025, have the right to attend the meeting and can appoint proxies to vote on their behalf [2][5] - The meeting will also be attended by the company's directors, supervisors, senior management, and appointed lawyers [2] Agenda Items - The agenda includes several proposals related to the major asset restructuring, which require a two-thirds majority approval from attending shareholders [4][10] - Specific proposals include compliance with legal regulations, asset purchase plans, and evaluations of the restructuring process [4][10] Voting Procedures - Shareholders can vote either in person or through the Shenzhen Stock Exchange's online voting system [1][6] - Detailed voting procedures and requirements for registration are provided, including necessary documentation for both individual and corporate shareholders [5][6] Documentation and Transparency - The company will disclose the voting results separately for minority investors, ensuring transparency in the decision-making process [5] - Relevant documents and reports related to the restructuring will be made available for shareholders to review [4][10]

Core Viewpoint - The company is responding to an inquiry regarding a significant asset purchase, detailing the rationale for using simulated financial statements and the adjustments made to reflect the financial status post-restructuring [1][2][3]. Group 1: Reasons for Using Simulated Financial Statements - The company plans to pay a restructuring investment of CNY 650,768.80 million to participate in the substantive merger and restructuring of related enterprises [1]. - The simulated financial statements are necessary to understand the asset-liability situation of the target company after restructuring and to assess its equity value as of March 31, 2025 [1][2]. - The simulated financial statements are also the basis for preparing the consolidated financial statements for the year [2]. Group 2: Differences Between Simulated and Original Financial Statements - The simulated financial statements are based on the audited original financial statements for the first quarter of 2025 and the year 2024, adjusted for the impacts of the restructuring plan [3][4]. - Key differences include adjustments in current assets, liabilities, and equity, reflecting the restructuring's financial implications [4][5][6]. - The simulated financial statements accurately reflect the financial status and operational results under the assumed conditions [3][4]. Group 3: Asset Transfer and Separation Process - The company has completed the necessary approval procedures for the asset transfer and separation of ten companies held through proxy [9][10]. - The asset transfer involves direct transfer of the equity of the ten proxy companies, with their corresponding assets and liabilities being transferred along with the equity [10][11]. - The ownership of the assets is clear, and the business operations are independent and complete after the separation [12][13]. Group 4: Accounting Treatment of Asset Transfer - The equity investments in the ten proxy companies have been derecognized and accounted for as other receivables, with the expected realizable disposal gains reflected in the financial statements [13][14]. - The transfer of equity has been confirmed, and the company has received the transfer payment, completing the separation process [14]. - The restructuring and asset transfer do not affect the evaluation results or the transaction pricing [13][14].

Group 1 - The company has revised its Articles of Association and related documents to adjust its corporate governance structure, transferring the powers of the supervisory board to the audit committee and changing the general meeting of shareholders to a shareholders' meeting [1][2] - The revisions include renaming the "Rules of Procedure for the General Meeting of Shareholders" to "Rules of Procedure for the Shareholders' Meeting" and abolishing the "Rules of Procedure for the Supervisory Meeting" [1][2] - The amendments are in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as guidelines from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [1][2] Group 2 - Specific changes to the Articles of Association include adjustments to the numbering of cross-referenced clauses and modifications to the responsibilities of the chairman and legal representative of the company [2][3] - The company will ensure that the legal consequences of civil activities conducted by the legal representative are borne by the company, and the company will assume civil liability for damages caused by the legal representative in the course of their duties [3][4] - The company has established that shareholders can sue the company, and the company can sue shareholders, directors, supervisors, and senior management [4][5] Group 3 - The company has set forth principles for the issuance of shares, ensuring that each share of the same type has equal rights and that the conditions and prices for shares issued at the same time are identical [6][7] - The company may provide financial assistance for acquiring its shares under certain conditions, with the total amount of financial assistance not exceeding 10% of the total issued share capital [7][8] - The company has outlined the procedures for increasing capital, including issuing shares to specific or unspecified objects and distributing bonus shares to existing shareholders [6][7] Group 4 - The company has specified that shares can be transferred in accordance with the law, and it does not accept its shares as collateral [8][9] - The company has established rules regarding the transfer of shares held by founders and major shareholders, including restrictions on transfer within certain time frames [8][9] - The company has outlined the rights and obligations of shareholders, including the right to dividends and the right to participate in shareholder meetings [11][12] Group 5 - The company has defined the powers of the shareholders' meeting, which includes deciding on the company's operational policies, electing directors and supervisors, and approving financial reports [21][22] - The company has established that certain external guarantees must be approved by the shareholders' meeting if they exceed specified thresholds related to the company's net assets [22][23] - The company has set forth the requirements for convening annual and extraordinary shareholders' meetings, including timelines and conditions under which they must be held [22][23]

Group 1 - The company establishes rules to ensure shareholders can exercise their rights and that shareholder meetings operate efficiently and in compliance with laws and regulations [1][2] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, and temporary meetings can be called under specific circumstances [1][2][3] - Legal opinions must be obtained for the legality of the meeting's procedures, participant qualifications, and voting results [2] Group 2 - The board of directors is responsible for convening shareholder meetings within the specified timeframe and must respond to requests for temporary meetings from independent directors or shareholders holding over 10% of shares [6][9] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [4][9] - Shareholders holding 1% or more of shares can propose temporary agenda items 10 days before the meeting [5][6] Group 3 - Shareholder meeting notifications must include details such as time, location, agenda items, and voting procedures, and must be sent out 20 days prior for annual meetings and 15 days for temporary meetings [6][8] - The company must ensure that all proposals are disclosed fully in the meeting notifications to allow shareholders to make informed decisions [6][7] Group 4 - Voting at shareholder meetings can be conducted in person or through authorized representatives, and the company must ensure that all eligible shareholders can participate [8][9] - The results of the voting must be announced immediately after the meeting, and detailed records of the meeting must be maintained for at least 10 years [16][17] Group 5 - The company must comply with legal requirements regarding the validity of shareholder meeting resolutions, and any violations can lead to legal challenges [17][18] - The rules may be amended if there are changes in laws or regulations that conflict with the existing rules [19]

Group 1 - The core viewpoint of the article is the approval and details regarding the lifting of the lock-up period for shares issued by Sichuan Anning Titanium Co., Ltd. to specific investors [1][2][3] - The company issued a total of 70,989,958 shares at a price of 24.00 RMB per share, raising a total of 1,703,758,992.00 RMB, with the shares set to be listed on January 13, 2025 [1][3] - The lock-up period for the newly issued shares is six months from the date of listing, and the total share capital of the company will increase to 471,989,958 shares [1][3] Group 2 - The shareholders who applied for the lifting of the lock-up period have committed not to transfer their subscribed shares within six months from the listing date, and they have adhered to this commitment [1][2] - As of the date of the verification opinion, there have been no instances of non-operating occupation of company funds or any illegal guarantees by the company to these shareholders [2] - The lifting of the lock-up shares will occur on July 17, 2025, representing 15.04% of the company's total share capital [3]