Zijin Mining Group Company Limited(601899)
constitution
Revised on March 18, 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares and registered capital Chapter IV capital reduction and share repurchase Chapter V financial assistance for purchasing shares of the company 7 Chapter VI register of shares and shareholders Chapter VII rights and obligations of shareholders Chapter VIII general meeting of shareholders Chapter IX special procedures for voting of class shareholders Chapter 10 Party committee of the company Chapter XI board of directors 24 Chapter 12 Secretary of the board of directors of the company 29 Chapter 13 president of the company 29 chapter XIV board of supervisors Chapter 15 qualifications and obligations of directors, supervisors, President and other senior managers of the company Chapter 16 financial accounting system and profit distribution Chapter 17 appointment of accounting firm Chapter 18 merger and division of the company Chapter XIX dissolution and liquidation of the company Chapter XX amendment procedures of the articles of Association 46 Chapter 21 notices and announcements 46 Chapter 22 settlement of disputes 47 Chapter 23 Supplementary Provisions forty-eight
Chapter I General Provisions
Article 1 Zijin Mining Group Company Limited(601899) (hereinafter referred to as the “company”) is a joint stock limited company established in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the special provisions of the State Council on overseas share offering and listing of joint stock limited companies (hereinafter referred to as the “special provisions”) and other relevant laws and administrative regulations of the state. The company was approved by the Fujian Provincial People’s government’s min Zhi Zhi Gu [2000] No. 22 document “reply on Approving the establishment of Fujian Zijin Mining Group Company Limited(601899) Co., Ltd.” and was established in the form of sponsorship on August 17, 2000. It was registered with Fujian Provincial Administration for Industry and Commerce on September 6, 2000. The unified social credit code of the company is 9135 Zoomlion Heavy Industry Science And Technology Co.Ltd(000157) 987632g.
Approved by the China Securities Regulatory Commission on November 18, 2003, the company issued 400544000 H shares (with a par value of RMB 0.1 per share) to overseas investors for the first time from December 16 to December 22, 2003, and was listed on the main board of the Hong Kong Stock Exchange on December 23, 2003. After deliberation and approval of the 2003 annual general meeting of shareholders, the company was renamed: Zijin Mining Group Company Limited(601899) . On March 24, 2008, with the approval of the examination and approval department authorized by the State Council, the company issued an additional 140 million domestic shares (with a par value of RMB 0.1 per share) and was listed on the Shanghai Stock Exchange on April 25, 2008.
The promoters of the company are:
l. Minxi Xinghang state owned assets investment and Management Co., Ltd
Address: No. 110, Zhenxing Road, Linjiang Town, Shanghang County
2. New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd
Address: No. 162, Wusi Road, Fuzhou
3. Shanghang Jinshan Trade Co., Ltd
Address: No. 472, Beihuan Road, Linjiang Town, Shanghang County
4. Fujian New Hua Du Supercenter Co.Ltd(002264) Engineering Co., Ltd
Address: Zijinshan, Shanghang County
5. Xiamen Hengxing Industrial Co., Ltd
Address: 1st floor, Hengxing building, Yuehua East Road, Xiamen
6. Fujian New Hua Du Supercenter Co.Ltd(002264) Department Store Co., Ltd
Address: floor 1-2, Lida building, No. 8, East Street, Fuzhou
7. Fujian Gold Group Co., Ltd
Address: No. 36, Liuhe Road, Gulou District, Fuzhou
8. Fujian Minxi Geological Brigade
Address: No. 50, Fuxing Road, Sanming City
Article 2 registered name of the company: Zijin Mining Group Company Limited(601899) .
The English name of the company is Zijin Mining Group Co., Ltd
Article 3 company domicile: No. 1, Zijin Avenue, Shanghang County
Postal Code: 364200
Tel: 05973833115
Fax No.: 86-5973883997
Article 4 the legal representative of the company is the chairman of the company.
Article 5 the company is a permanent joint stock limited company.
Article 6 in accordance with the constitution of the people’s Republic of China, the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”), the company law, special provisions, the necessary provisions of the articles of association of overseas listed companies (hereinafter referred to as the “necessary Provisions”), the guidelines for the articles of association of listed companies (hereinafter referred to as the “guidelines for the articles of association”) and other national laws The articles of Association (or “articles of association” and “articles of association”) are formulated and amended in accordance with the relevant provisions of administrative regulations and the resolutions of the general meeting of shareholders of the company.
From the effective date of the articles of association, the articles of association shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders.
Article 7 the articles of association are binding on the company and its shareholders, directors, supervisors, President and other senior managers; The above-mentioned persons can put forward claims related to the company’s affairs in accordance with the articles of association.
Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, President and other senior managers of the company in accordance with the articles of association.
The chief financial officer and the Secretary of the board of directors refer to the chief financial officer and other senior management personnel of the company.
The term “Prosecution” as mentioned in the preceding paragraph includes bringing a lawsuit to a court or applying to an arbitration institution for arbitration.
Article 8 all the capital of the company is divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 9 the company may invest in other limited liability companies or joint stock limited companies, and shall be liable to the invested company to the extent of its capital contribution.
The company may invest in other enterprises; However, unless otherwise provided by law, it shall not become a contributor jointly and severally liable for the debts of the invested enterprise.
Chapter II business purpose and scope
Article 10 the business purpose of the company is: Based on China, facing the world, focusing on the exploration and development of gold, copper, zinc and other mineral resources, and appropriately extending the industries associated with it; Adhere to the strategy of giving priority to mineral resources and the strategy of cost leadership, adhere to the combination of internationalization, large-scale projects and asset securitization, and further strengthen the competitiveness with innovation as the core; Adhere to the combination of market norms and scientific management, people-oriented, promote the effective integration of excellent elements of Zijin corporate culture and international rules, create the advantages of safety, environmental protection and ecological brand, create greater value for society, employees, shareholders and other related parties of the enterprise, and achieve the general goal of “green high-tech super first-class international mining group”.
Article 11 the business scope of the company shall be subject to the items approved by the company registration authority.
The main business scope of the company includes: mineral resources exploration; Gold mining and beneficiation; Gold smelting; Copper mining and beneficiation; Copper smelting; Information system integration service; Information technology consulting services; Sales of jewelry, arts and crafts, mineral products, mechanical equipment and chemical products (excluding dangerous chemicals and precursor chemicals); Hydropower; Investment in mining, hotel and construction; Foreign trade; Road transport of general goods; Road transport of dangerous goods. Open pit mining of copper and gold mines and underground mining of copper mines; Research and development of mining engineering technology, mining machinery and special metallurgical equipment; Manufacturing of mining machinery and special metallurgical equipment; Tourist hotels (only operated by branches). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The company has no concurrent business scope.
The company may adjust its business scope and mode of operation with the approval of relevant government departments according to the changes of foreign markets, business development and its own ability.
Chapter III shares and registered capital
Article 12 the company shall set up ordinary shares at any time; Where the company is approved by the State Council, other types of shares may be established according to the needs of the company.
Article 13 the shares issued by the company are all shares with par value, with par value of RMB 0.1 per share.
Article 14 with the approval of the CSRC, the company may issue shares to domestic investors and overseas investors. The term “overseas investor” as mentioned in the preceding paragraph refers to the investors from foreign countries, Hong Kong, Macao and Taiwan who subscribe for shares issued by the company; Domestic investors refer to investors within the people’s Republic of China who subscribe for shares issued by the company, except for the above-mentioned regions.
Article 15 the shares subscribed in RMB issued by the company to domestic investors are called domestic shares. The shares issued by the company to foreign investors and subscribed in foreign currencies are called foreign shares. Domestic shares listed in China are called domestic shares listed in China. Foreign shares listed abroad are called foreign shares listed abroad.
Unless otherwise specified in the articles of association, the shareholders of domestic shares and foreign shares are common shareholders and have the same obligations and rights.
Article 16 with the approval of relevant departments, the total number of common shares at the time of establishment of the company is 95000000 shares, with a par value of RMB 1 per share, which are subscribed and held by the promoters, including:
Minxi Xinghang state owned assets investment and Operation Co., Ltd. holds 45 Shanghai Pudong Development Bank Co.Ltd(600000) shares, accounting for 48% of the total number of ordinary shares that can be issued when the company is established. The capital contribution method is physical assets, and the capital contribution time is August 31, 2000;
New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd. holds 17290000 shares, accounting for 18.2% of the total number of ordinary shares that can be issued when the company is established. The capital contribution method is currency and the capital contribution time is August 31, 2000;
Shanghang Jinshan Trading Co., Ltd. holds 17109500 shares, accounting for 18.01% of the total number of common shares that can be issued at the time of the establishment of the company. The capital contribution method is monetary and physical assets, and the capital contribution time is August 31, 2000;
Fujian New Hua Du Supercenter Co.Ltd(002264) Engineering Co., Ltd. holds 6650000 shares, accounting for 7% of the total number of ordinary shares that can be issued when the company is established. The contribution method is currency and the contribution time is August 31, 2000;
Xiamen Hengxing Industrial Co., Ltd. holds 4750000 shares, accounting for 5% of the total number of ordinary shares that can be issued when the company is established. The capital contribution method is currency and the capital contribution time is August 31, 2000;
Fujian New Hua Du Supercenter Co.Ltd(002264) general merchandise Co., Ltd. holds 1636850 shares, accounting for 1.72% of the total number of ordinary shares that can be issued at the time of the establishment of the company. The capital contribution method is currency and the capital contribution time is August 31, 2000;
Fujian Gold Group Co., Ltd. holds 1632100 shares, accounting for 1.72% of the total number of ordinary shares that can be issued when the company is established. The capital contribution method is currency and the capital contribution time is August 31, 2000;
Fujian Minxi Geological Brigade holds 331550 shares, accounting for 0.35% of the total number of ordinary shares that can be issued when the company is established. The contribution method is currency and the contribution time is August 31, 2000.
Article 17 the current share capital structure of the company is as follows: the company has issued 26329312240 ordinary shares with a par value of RMB 0.1 per share, including 20592372240 domestic shares, accounting for 78.21% of the total number of ordinary shares issued by the company; H shares are 5736940000 shares, accounting for about 21.79% of the total number of ordinary shares issued by the company.
Article 18 the board of directors of the company may make implementation arrangements for the issuance of overseas listed foreign shares and domestic shares approved by the CSRC.
The company’s plans to issue overseas listed foreign shares and domestic shares respectively in accordance with the provisions of the preceding paragraph may be implemented separately within 15 months from the date of approval by the CSRC.
Article 19 Where a company issues overseas listed foreign shares and domestic shares respectively within the total number of shares determined in the issuance plan, it shall raise enough shares at one time; Under special circumstances, if it cannot be raised in full at one time, it may also be issued in installments with the approval of the CSRC.
Article 20 the registered capital of the company is RMB 2632931224.
Article 21 according to the needs of operation and development, the company may approve the increase of capital in accordance with the relevant provisions of the articles of association.
The company may increase its capital in the following ways:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
The capital increase and issuance of new shares of the company shall be approved in accordance with the provisions of the articles of association and handled in accordance with the procedures prescribed by relevant national laws and administrative regulations.
Article 22 the company may sell the shares of shareholders who cannot be pursued and retain the proceeds if:
（1） Within 12 years, at least three dividends on the shares are due and paid, and the shareholders do not receive any dividends; And (2) at the expiration of 12 years, the company shall publish an advertisement in the newspaper indicating its intention to sell shares and notify the CSRC and relevant overseas securities regulatory authorities in accordance with the articles of association.
Article 23 unless otherwise provided by laws, administrative regulations and the articles of association, the shares of the company can be freely transferred without any lien.
Chapter IV capital reduction and share repurchase
Article 24 according to the provisions of the articles of association, the company may reduce its registered capital.
Article 25 when a company reduces its registered capital, it must prepare a balance sheet and an inventory of assets.
The company shall notify its creditors within 10 days from the date of making the resolution to reduce its registered capital, and make an announcement in a newspaper (at least) three times within 30 days. If the creditor fails to receive the notice within 30 days from the date of receiving the notice, it shall make a public announcement
