Resolutions Passed at the First Extraordinary General Meeting in 2013 Announcement
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RESOLUTIONS PASSED AT THE FIRST EXTRAORDINARY GENERAL MEETING IN 2013 ANNOUNCEMENT At the First Extraordinary General Meeting in 2013 (the “EGM”) of Zijin Mining Group Co., Ltd.* (the “Company”) held at the conference room at the Company’s office building, No.1 Zijin Road, Shanghang County, Fujian Province, The People’s Republic of China (the “PRC”) on 25 October 2013 (Friday) at 9:00 a.m., poll voting was taken in accordance with the Company’s articles of association for voting on the proposed resolutions, as set out in the notice of EGM dated 9 September 2013. Resolutions no. 1 to 3 were voted and approved by shareholders, the board of directors (the “Board”) of the Company is pleased to announce the poll results in respect of the resolutions of the EGM of the Company as follows: No. of valid votes Ordinary resolutions (% of total valid votes cast) 1. the election of directors of the fifth board of directors of the Company by way of cumulative voting was approved; Mr. Chen Jinghe 10,085,954,648 (99.90%) Mr. Wang Jianhua 10,093,339,593 (99.97%) Mr. Qiu Xiaohua 10,093,339,593 (99.97%) Mr. Lan Fusheng 10,075,985,593 (99.80%) Mr. Zou Laichang 10,075,985,593 (99.80%) Mr. Lin Hongfu 10,093,339,593 (99.97%) 1 Mr. Li Jian 9,935,329,681 (98.41%) Mr. Lu Shihua 9,995,914,843 (99.01%) Mr. Ding Shida 9,995,914,843 (99.01%) Mr. Jiang Yuzhi 9,995,914,843 (99.01%) Mr. Sit Hoi Wah, Kenneth 10,095,914,841 (100%) 2. the election of supervisors of the fifth supervisory committee of the Company by way of cumulative voting was approved; and Mr. Lin Shuiqing 10,095,855,658 (100%) Mr. Xu Qiang 10,095,855,658 (100%) Mr. Fan Wensheng 10,095,855,658 (100%) Ordinary resolutions No. of valid votes No. of valid No. of valid Total valid For (% of total votes Against votes Abstain votes valid votes cast) (% of total (% of total valid votes valid votes cast) cast) 3. remunerations proposal of directors 10,078,808,788 17,078,870 0 10,095,887,658 and supervisors of the fifth term of (99.83%) (0.17%) (0%) (100%) board of directors and supervisory committee; to authorise the board of directors to enter into service contracts and/or appointment letters with each of the newly elected directors and supervisors respectively subject to such terms and conditions as the board of directors shall think fit and to do all such acts and things and handle all other related matters as necessary were approved. 2 The above resolutions no. 1 to 3 were passed as ordinary resolutions. Shareholders may refer to the notice and circular issued to shareholders dated 9 September 2013 and 25 September 2013 respectively for details of the resolutions. As at the date of the EGM, the total number of issued shares of the Company is 21,811,963,650 comprising 15,803,803,650 domestic/A shares, and 6,008,160,000 H shares listed on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Except for the 25,300,000 H shares repurchased on 21 August 2013, which are under the cancellation process and did not participate in the voting, the total number of issued shares of the Company is 21,786,663,650 comprising 15,803,803,650 domestic/A shares, and 5,982,860,000 H shares listed on the Stock Exchange which was the total number of shares entitling the holders to attend. There is no restriction imposed on the shareholders to cast their votes on any of the aforesaid resolutions passed at the EGM. Among the candidates of director of the fifth term of the Board, Mr. Chen Jinghe, Mr. Lan Fusheng and Mr. Zou Laichang received administrative penalty from the China Securities Regulatory Commission which was issued in April 2012 for the delayed disclosure of the 7.3 incident of the Company in 2010. Pursuant to the relevant provisions of the “Election, appointment and conduct guidelines for directors of listed companies of Shanghai Stock Exchange (2013 revision)” issued by Shanghai Stock Exchange on 13 June 2013, the election of the three directors mentioned above has been individually approved by more than half of the shareholders attending the EGM and approved by more than half of the minority shareholders attending the EGM. Poll results of minority shareholders: No. of valid votes (% of total valid votes cast) Mr. Chen Jinghe 1,172,653,899 (99.16%) Mr. Lan Fusheng 1,162,684,844 (98.32%) Mr. Zou Laichang 1,162,684,844 (98.32%) Computershare Hong Kong Investor Services Limited, the H shares registrar of the Company, acted as the scrutineer for the vote-taking in the EGM of the Company. Particulars of the newly appointed directors and supervisors have been set out in the appendix 1. Each of Mr. 3 Luo Yingnan, Mr. Huang Xiaodong (executive directors of the Company before the EGM), Mr. Peng Jiaqing (non-executive director of the Company before the EGM), Mr. Su Congfu, Mr. Chen Yuchuan, Mr. Lin Yongjing, Mr. Wang Xiaojun (independent non-executive directors of the Company before the EGM), Mr. Lin Xinxi (supervisor representing shareholders of the Company before the EGM) and Mr. Liu Xianhua (supervisor representing the staff and workers of the Company before the EGM) confirmed that they have no disagreement with the Board and there is nothing which needs to be brought to the attention of the shareholders of the Company in relation to their resignations. The Board would like to express its appreciation to Mr. Luo Yingnan, Mr. Huang Xiaodong, Mr. Peng Jiaqing, Mr. Su Congfu, Mr. Chen Yuchuan, Mr. Lin Yongjing, Mr. Wang Xiaojun, Mr. Lin Xinxi and Mr. Liu Xianhua for their valuable contributions to the Company during their tenure of services. 25 October 2013, Fujian, the PRC * The Company’s English name is for identification purpose only 4 APPENDIX 1 PARTICULARS OF NEWLY APPOINTED DIRECTORS AND SUPERVISORS Biographical details of the newly appointed directors and supervisors are set out as follows: EXECUTIVE DIRECTORS Mr. Chen Jinghe (陳景河), aged 56, was born in October 1957 with Fujian Yongding ancestry. He is a professor grade senior engineer, a specialist who enjoys special allowance from the State Council of the PRC, the chairman of chairman group of China Mining Association, the vice president of the China Gold Association and the current chairman and legal representative of the Company. He also serves as the head of the Company’s national key gold laboratory and the chairman of Norton Gold Fields Limited (NGF.AX) of Australia. He graduated from Fuzhou University with a bachelor degree in geology in 1982 and obtained an EMBA degree from Xiamen University; worked with Fujian Minxi Geological Team from 1986 to 1992, was the main discoverer and exploration organizer of Zijinshan gold and copper mine; from January 1993 to 2000, he served as the chairman and general manager of Shanghang County Mining Company and Minxi Zijin Mining Company Limited, the predecessors of the Company; he has been serving as the chairman of the Company since its transformation into a joint stock company from August 2000, he also served as the president of the Company from August 2006 to November 2009. He has high attainments in mining deposit exploration, evaluation, development planning and management, and is the core leader during the Company’s foundation and development periods. He was a delegate of the tenth, eleventh and twelfth National People’s Congress of Fujian Province. Mr. Wang Jianhua (王建華), aged 57, was born in February 1956 with Shandong Weifang ancestry, received tertiary education from the Central Communist Party School, obtained an EMBA, is a senior economist and senior accountant. He is currently the president of the Company. Mr. Wang served as a worker and the accountant in-charge in Shandong Yidu Yangji Forest from December 1974 to January 1981; student of accounting training class of Shandong Agricultural College in the period from July 1977 to January 1978; the accountant in-charge and the head of finance department of Shandong Yidu Silkworm Breeding Farm from January 1981 to October 1985; the deputy head (and chairman of Guangtong Yelusu Co., Ltd.), head, Communist Party committee member (deputy county magistrate level) (and chairman of Guangtong Group), Communist Party committee member (county magistrate level) (and chairman of Guangtong Group) of Shandong Qingzhou Silkworm Breeding Farm from October 1985 to July 1997; student of distant learning school of Central Communist Party School in the period from August 1991 to June 1994; the deputy manager (presiding), deputy secretary of Communist Party committee, manager, deputy secretary of Communist Party committee (deputy departmental level) of Shandong Silk Import & Export Corporation, assistant to general manager and deputy secretary of Communist Party committee of 5 Shandong Provincial Silk Corporation and manager of Shandong Silk Import & Export Corporation, secretary of Communist Party committee, deputy general manager of Shandong Provincial Silk Corporation, committee member of Communist Party committee, manager and secretary of Communist Party committee of Shandong Silk Import & Export Corporation, deputy secretary of Communist Party committee and deputy general manager (presiding) of Shandong Provincial Silk Corporation from July 1997 to October 2003; general manager of Shandong Provincial Silk Corporation and secretary of Communist Party committee (department level), the general manager of Shandong Silk Group Co., Ltd. and secretary of Communist Party committee from October 2003 to February 2006; the chairman and the secretary of Communist Party committee of Shandong Gold Group Co., Ltd. from February 2006 to February 2013 and retired in February 2013.