On 28 November 2025, Zijin Mining Group Co., Ltd.* (the “Company”) convened the eighteenth extraordinary meeting of its eighth term of the Board of Directors. The meeting approved a proposal to amend the Company’s Articles of Association, encompassing the abolishment of the Supervisory Committee, updates to the Company’s registered capital, and adjustments in the Board structure and senior management positions.
The Supervisory Committee will no longer be maintained, and its statutory duties under the Companies Law of the People’s Republic of China will be carried out by the Board’s audit and supervision committee. According to the proposal, once approved at the shareholders’ meeting, the duties of all current supervisors will cease on that date.
The Company's registered capital will be updated to RMB2,657,753,314 following the repurchase and cancellation of certain restricted A Shares under the Restricted A Share Incentive Scheme for 2020, and the completion of a placement of 251,900,000 new H Shares in June 2024. This change in capital reflects an increase in total number of shares from 26,328,172,240 to 26,577,533,140.
Under the proposed amendments, the Board of Directors will expand from 13 to 15 members: seven executive directors, one non-executive director, and seven independent non-executive directors (one being the lead independent director). In recognition of the founder’s notable contributions, Mr. Chen Jinghe will be appointed lifetime honourary chairman. Additionally, new senior management roles will be created, including standing vice-president and joint chief financial officer, aligning with the Company’s evolving management needs.
A circular with further details of the amendments will be issued and dispatched to H Shareholders in due course. This announcement was published in both Chinese and English, with the Chinese version prevailing in the event of any inconsistencies. The Board of Directors advises investors and shareholders to exercise caution when dealing in the Company’s securities.
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