CGN Mining Company Limited has formally adopted a fully amended and restated Memorandum of Association (effective 15 June 2023) and Articles of Association (approved 18 June 2026), replacing all previous versions. The English text prevails over the Chinese translation.
Key corporate provisions
1. Capital Structure • Authorised share capital set at HK$500.00 million, divided into 50 billion ordinary shares of HK$0.01 each. • Board empowered to issue new shares (including preference and redeemable shares), warrants and other securities, to vary class rights and to repurchase the company’s own shares subject to Cayman Islands law and Hong Kong Listing Rules. • Flexibility to increase, consolidate, subdivide, cancel or redenominate share capital by ordinary resolution; capital reduction requires special resolution.
2. Corporate Powers and Objects • Objects of the company are unrestricted, encompassing investment, financing, real estate, manufacturing, trading and other lawful activities. • Company may register by way of continuation in another jurisdiction and deregister in the Cayman Islands, subject to the Companies Act.
3. Governance Enhancements • Annual general meeting must be held within six months after each financial year end. • General meetings can be conducted physically, as hybrid or fully electronic meetings; shareholders participating via electronic facilities are deemed present. • Quorum for general meetings maintained at two shareholders; all resolutions decided by poll unless procedural matters permit a show of hands. • One-third of directors (or the nearest higher number) retire by rotation at each AGM; every director faces re-election at least once every three years.
4. Directors and Management • No minimum shareholding required for directors; maximum board size capped at thirteen unless changed by shareholders. • Board authorised to appoint managing, joint-managing or executive directors and delegate powers to committees. • Directors may receive ordinary remuneration determined by shareholders and additional fees for special services; compensation for loss of office requires shareholder approval.
5. Shareholder Protection and Administrative Updates • Detailed procedures introduced for electronic notice delivery, proxy appointments, and treatment of untraceable shareholders (sale of shares after 12 years of unclaimed dividends). • Subscription Right Reserve mechanism established to ensure full share allotment where warrant exercise prices fall below par value. • Modernised provisions on dividends, capitalisation of reserves, and financial reporting; financial year defined as 1 January to 31 December. • Indemnity confirmed for directors, officers and auditors, with authority to procure insurance cover.
6. Continuation Provision • Company may, with shareholder approval, continue as a body corporate under the laws of another jurisdiction while deregistering in the Cayman Islands.
The revised constitutional documents align CGN Mining’s corporate framework with current Cayman Islands law and Hong Kong listing requirements, providing enhanced flexibility for capital management and modern governance practices.
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