Securities code: Zijin Mining Group Company Limited(601899) stock abbreviation: Zijin Mining Group Company Limited(601899) No.: pro 2022019 Zijin Mining Group Company Limited(601899)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In order to further improve the corporate governance and standardize the operation of the company, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the company held the 10th meeting of the seventh board of directors on March 18, 2022, The proposal on changing the registered capital and amending the articles of association was reviewed and passed, and it was agreed to amend the relevant provisions related to the capital structure and registered capital in the current articles of association. Relevant matters are hereby announced as follows:
1、 Change of registered capital of the company
1. On November 3, 2020, the company publicly issued 6 billion yuan of A-share convertible corporate bonds, and entered the stock conversion period on May 10, 2021. Due to triggering the redemption terms of convertible bonds, the company implemented early redemption. The above convertible bonds have been delisted from the Shanghai Stock Exchange since June 28, 2021, with a cumulative number of 854361694 shares. The total number of shares of the company after conversion is RMB 2540267324, and the total number of shares before conversion is RMB 240260224. For details, please refer to the announcement Lin 2021054 disclosed by the company on the website of Shanghai Stock Exchange on June 29, 2021. 2. On November 15, 2021, the company granted 2.51 million reserved restricted shares to 39 incentive objects. Before the grant, the total number of shares of the company was 26327602240, and the share capital was RMB 2632760224. After the grant, the total number of shares was 26330112240, and the share capital was RMB 2633011224. For details, please refer to announcement Lin 2021077 disclosed by the company on the website of Shanghai Stock Exchange on December 10, 2021.
3. On November 15, 2021, the company decided to buy back 800000 restricted shares held by 7 incentive objects (resignation), which have been granted but have not been lifted. Before the repurchase, the total number of shares of the company was 26330112240, and the share capital was 2633011224 yuan. After the repurchase, the total number of shares was 26329312240, and the share capital was 2632931224 yuan. For details, please refer to announcement Lin 2022001 disclosed by the company on the website of Shanghai Stock Exchange on January 13, 2022.
After the above three changes, the total number of shares of the company before the change was 25473240546, with a share capital of 25473240546 yuan, and the total number of shares was 26329312240, with a share capital of 2632931224 yuan.
2、 Amend some articles of the articles of Association
Due to changes in the guidelines for the articles of association of listed companies and other regulatory rules, some contents of the articles of association are revised in combination with the actual situation of the company, as follows:
Before and after revision
Article 3 company domicile: Zijin, Shanghang County Article 3 company domicile: No. 1, Zijin Avenue, Shanghang County
Postal Code: 364200 postal code: 364200
Tel: 05973845701 Tel: 05973833115
Fax No.: 86-5973883997 Fax No.: 86-5973883997
Article 10 the business purpose of the company is to establish Article 10 the business purpose of the company is: Based on China and facing the world, to make gold, copper and zinc sufficient in China and facing the world, to take the exploration and development of public mineral resources such as gold, copper and zinc as the main business, to moderately extend the exploration and development of mineral resources as the main business, and to moderately extend the related industries; Adhere to the preferential extension of mineral resources and related industries; Adhere to the priority strategy and cost leading strategy of mineral resources, adhere to the internationalization, priority strategy and cost leading strategy, adhere to the combination of internationalization, large-scale project and asset securitization, and the combination of large-scale project and asset securitization, so as to further strengthen the competitiveness with innovation as the core; Adhere to one step to strengthen the competitiveness with innovation as the core; Adhere to the combination of market norms and scientific management, people-oriented market norms and scientific management, people-oriented, promote the excellent elements of Zijin corporate culture and national foundation, promote the effective integration of excellent elements of Zijin corporate culture and international rules, create the effective integration of safety and environmental regulations, create the advantages of safety, environmental protection and ecological brand, provide the advantages of social, employee, ecological brand, society, employees Shareholders and other related parties of the enterprise create greater price, shareholders and other related parties of the enterprise create greater value, realize the “super large international mineral value of high-tech benefit” and realize the general goal of “green high-tech super first-class international mining group”. The general goal of “industry group”.
Article 17 the current capital structure of the company is: the current capital structure of the company is: the company has issued 25473240546 ordinary shares, with a par value of RMB 0.1 per share, including domestic shares, with a par value of RMB 0.1 per share, including 19736 Shenzhen Emperor Technology Company Limited(300546) domestic shares, accounting for 20592372240 shares of the company, accounting for 77.48% of the total number of ordinary shares issued by the company; H shares are 78.21% of the total number of ordinary shares issued; H shares are 5736940000 shares, accounting for about 5736940000 ordinary shares issued by the company, accounting for about 22.52% of the total number of ordinary shares issued by the company. 21.79% of the total number of shares.
Article 20 the registered capital of the company is RMB 254732405460. RMB 2632931224.
Article 61 the general meeting of shareholders shall exercise the following functions and powers: (15) deliberating the equity incentive plan; (XV) to review the equity incentive plan and employee stock ownership plan;
Article 62 the following external guarantee banks of the company Article 62 the following external guarantee acts of the company shall be deliberated and approved by the general meeting of shareholders. To be, it must be deliberated and approved by the general meeting of shareholders.
(I) the total amount of external guarantees of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds the total amount of external guarantees in the latest period, reaches or exceeds 50% of the audited net assets in the latest period, and any guarantee provided after 50% of the audited net assets. protect.
(II) the total amount of external guarantee of the company reaches or (II) the total amount of external guarantee of the company reaches or exceeds 30% of the total assets audited in the latest period, and any guarantee provided after exceeding 30% of the total assets audited in the latest period; Any guarantee provided after;
(III) guarantee for asset liability ratio exceeding 70% (III) the guarantee amount of the company within one year exceeds the guarantee provided by the public object; Guarantee of 30% of the latest audited total assets of the company; (IV) if the amount of guaranteed assets exceeds 70% in the most recent period; The guarantee provided by the object;
(V) the amount of single guarantee for shareholders, actual controllers and their affiliates exceeds the guarantee provided by the auditee in the latest period. Guarantee of 10% of net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 84 shareholders (including shareholders’ proxies) Article 84 when voting at the shareholders’ meeting, shareholders (including shareholders’ proxies) shall exercise their voting rights according to the number of voting shares they represent. Each voting share shall exercise its voting rights, and each share shall have one vote. Shares have one vote.
When any shareholder is required to abandon any individual resolution, when any shareholder is required to abandon any individual resolution
Voting or restriction of voting only on any particular resolution or restriction of voting only for or against any particular resolution, any violation of such voting for or against, any violation of such provision or restriction and the provision or restriction made by the shareholder or its representative, and the vote made by the shareholder or its representative shall not be counted. No vote taken shall be counted.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, when the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be counted in a timely manner. The results of separate vote counting shall be disclosed in a timely manner. Disclosure.
The shares of the company held by the company have no voting rights, and the shares of the company held by the company have no voting rights, and this part of the shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. Total number of voting shares.
The board of directors, independent directors and shareholders who meet the relevant provisions may solicit voting rights if they buy shares with voting rights in the company. The solicitation of shareholders’ voting rights in paragraphs 1 and 2 of Article 63 of the Securities Law shall fully disclose the specific voting intention and other information to the shares exceeding the specified proportion. It is prohibited to solicit shareholders’ voting rights by means of compensation or compensation in disguised form within 36 months after the purchase of shares, which shall not be included in the voting rights to attend the general meeting of shareholders. The company shall not propose the total number of shares with the minimum right to vote.
Shareholding limit. The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights.
The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders’ voting rights by means of compensation or compensation in disguised form. The company shall not impose a minimum shareholding limit on the solicitation of voting rights.
Article 115 the board of directors shall be responsible to the general meeting of shareholders Article 115 the board of directors shall be responsible to the general meeting of shareholders and exercise the following functions and powers: (VIII) be responsible for the general meeting of shareholders and exercise the following functions and powers: (VIII) decide the company’s foreign investment within the scope authorized by the general meeting of shareholders, and decide the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, purchase and sale of assets, asset mortgage, external guarantee Entrusted financial management, related party transactions and other matters; Items, entrusted financial management, related party transactions, external donations and other matters;
Article 117 the board of directors shall determine the authority of the board of directors to determine foreign investment, acquisition and sale of assets, asset mortgage, foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transaction, external guarantee, entrusted financial management, related party transaction, and establish strict review and decision-making procedures; For the authority of external donation, strict examination and decision-making procedures for major investment projects shall be organized by relevant experts and experts; Major investment projects shall be reviewed by professionals and reported to the general meeting of shareholders for approval. Relevant experts and professionals shall review and report to the general meeting of shareholders for approval.
Except for the modification of the above articles, other contents of the articles of association remain unchanged.
The above matters must be
