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Xinjiang Xinxin Mining Industry Co., Ltd. Proxy Solicitation & Information Statement 2025
50896_rns_2025-06-06_1888c8d4-d2fb-4b7d-b067-5312f1e250c1.pdf
Proxy Solicitation & Information Statement
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THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any parts of the contents of this Circular.
If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your Shares in Xinjiang Xinxin Mining Industry Co., Ltd., you should at once hand this Circular and the accompanying proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Xinjiang Xinxin Mining Industry Co., Ltd.*
新疆新鑫礦業股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 3833)
REPORT OF THE DIRECTORS FOR THE YEAR OF 2024,
REPORT OF THE SUPERVISORS FOR THE YEAR OF 2024,
FINANCIAL STATEMENTS FOR THE YEAR OF 2024,
PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDENDS,
PROPOSED ABOLISHMENT OF THE SUPERVISORY
COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE
RELATED RULES OF PROCEDURES,
APPOINTMENT OF EMPLOYEE REPRESENTATIVE DIRECTOR,
PROPOSED APPOINTMENT OF AUDITOR AND
NOTICE OF THE 2024 ANNUAL GENERAL MEETING
A notice convening the AGM to be held at 11:30 a.m. on Friday, 27 June 2025 at Conference Room, 6/F, No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the People's Republic of China is set out in this Circular.
Every Shareholder who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his behalf at the AGM. A proxy must be appointed by an instrument in writing and signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the commencement of the AGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company's H Share registrar. The return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM if he so wishes. If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the AGM.
- For identification purposes only
6 June 2025
CONTENTS
Pages
DEFINITIONS. ... ii
LETTER FROM THE BOARD. ... 1
APPENDIX I - BUSINESS OF THE 2024 ANNUAL GENERAL MEETING. ... I-1
APPENDIX II - COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD. ... II-1
APPENDIX III - COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING OF XINJIANG XINXIN MINING INDUSTRY CO., LTD. ... III-1
APPENDIX IV - COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS OF XINJIANG XINXIN MINING INDUSTRY CO., LTD. ... IV-1
APPENDIX V - PROFILE OF CANDIDATE OF EMPLOYEE REPRESENTATIVE DIRECTOR ... V-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this Circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the 2024 annual general meeting of the Company to be held at 11:30 a.m. on Friday, 27 June 2025 at Conference Room, 6/F, No.501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the People's Republic of China
"AGM Notice"
the notice of the AGM
"Articles of Association"
the articles of association of the Company, as amended, modified or otherwise supplemented from time to time
"Board"
the board of Directors of the Company
"Company"
Xinjiang Xinxin Mining Industry Co., Ltd.* (新疆新鑫礦業股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange
"Director(s)"
one or all of the director(s) of the Company
"Domestic Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB0.25 each, which are subscribed for and/or credited as paid up in Renminbi
"Group"
the Company and its subsidiaries
"H Share(s)"
overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB0.25 each subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
5 June 2025
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
- ii -
DEFINITIONS
"PRC" the People's Republic of China, but for the purposes of this Circular only, excludes the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan
"RMB" Renminbi yuan, the lawful currency of the PRC
"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" ordinary share(s) with a nominal value of RMB0.25 each in the share capital of the Company, including both the H Shares and the Domestic Shares
"Shareholder(s)" holder(s) of the Shares in the registers of members of the Company from time to time
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" per cent
-
For identification purposes only
-
iii -
LETTER FROM THE BOARD
Xinjiang Xinxin Mining Industry Co., Ltd.*
新疆新鑫礦業股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 3833)
Executive Director:
Mr. Chen Yin
Non-executive Directors:
Mr. Qi Xinhui
Mr. Zhou Chuanyou
Mr. Wang Lijian
Ms. Chen Yang
Mr. Hu Chengye
Independent Non-executive Directors:
Mr. Hu Benyuan
Mr. Huang Yong
Mr. Lee Tao Wai
Statutory address and principal place of business in the PRC:
No. 501, Fusion South Road,
Cooperation Zone, Economic and
Technological Development Zone,
Urumqi, Xinjiang
Registered office in Hong Kong:
9/F The Center
99 Queen's Road Central
Central, Hong Kong
6 June 2025
To the Shareholders
Dear Sir or Madam,
REPORT OF THE DIRECTORS FOR THE YEAR OF 2024,
REPORT OF THE SUPERVISORS FOR THE YEAR OF 2024,
FINANCIAL STATEMENTS FOR THE YEAR OF 2024,
PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDENDS,
PROPOSED ABOLISHMENT OF THE SUPERVISORY
COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND THE RELATED RULES OF PROCEDURES,
APPOINTMENT OF EMPLOYEE REPRESENTATIVE DIRECTOR,
PROPOSED APPOINTMENT OF AUDITOR AND
NOTICE OF THE 2024 ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this Circular is to provide you with the notice of the AGM and the information on certain proposed resolutions to be considered at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM.
1. BUSINESS TO BE CONSIDERED AT THE AGM
Resolutions to be proposed at the AGM for the Shareholders to consider and approve are set out on pages AGM-1 to AGM-3 of this Circular.
Business to be transacted at the AGM are set out in further details on pages I-1 to I-3 of this Circular. In order to enable you to have a better understanding of the resolutions at the AGM and to make well-informed decisions, we have provided detailed information in respect of the business of the AGM in Appendix I to this Circular.
2. AGM
The AGM Notice is set out on pages AGM-1 to AGM-3 of this Circular. Every Shareholder who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his behalf at the AGM.
A proxy must be appointed by an instrument in writing and signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the commencement of the AGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company's H Share registrar. Return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM if he so wishes.
If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the AGM.
LETTER FROM THE BOARD
3. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
4. RECOMMENDATION
The Board considers that all resolutions proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the proposed resolutions at the AGM as set out in the AGM Notice.
5. RESPONSIBILITY STATEMENT
This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this Circular misleading.
Yours faithfully,
By Order of the Board
Xinjiang Xinxin Mining Industry Co., Ltd.*
Wu Ning, Lam Siu Wing
Joint Company Secretaries
- For identification purposes only
APPENDIX I
BUSINESS OF THE 2024 ANNUAL GENERAL MEETING
TO CONSIDER AND APPROVE THE ACCUMULATED PROFIT DISTRIBUTION PLAN OF THE COMPANY AND THE RELEVANT DECLARATION AND PAYMENT OF A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2024
The Board proposed payment of a final dividend of RMB0.05 per Share to all Shareholders of which the dividends for Shareholders of H Shares will be distributed to the Shareholders whose names appear on the Company’s register of members at the opening of business on Friday, 11 July 2025.
The register of members of the Company will be closed from Saturday, 5 July 2025 to Friday, 11 July 2025 (both days inclusive), during which time no share transfers will be registered. In order to qualify for the final dividends, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 4 July 2025.
TO CONSIDER AND APPROVE THE PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RELATED RULES OF PROCEDURES
On 28 March 2025, the revised Guidelines on Articles of Association for Listed Companies (the “Guidelines on Articles of Association”) and the Rules Governing Shareholders’ Meetings of Listed Companies issued by the China Securities Regulatory Commission (the “CSRC”) came into effect. In accordance with the Trial Measures for the Administration of Securities Issuance and Listing by Domestic Enterprises Overseas issued by the CSRC, the Company is required to formulate its Articles of Association based on the Guidelines on Articles of Association. In January 2025, the Stock Exchange published the Consultation Conclusions of the Consultation Paper on Proposals to Further Expand the Paperless Listing Regime and Other Rule Amendments, which adopted the proposals in relation to hybrid shareholders’ meetings and e-voting, requiring issuers to ensure that their articles of association allow them to hold hybrid shareholders’ meetings and provide for e-voting on or before the first annual general meeting to be held after 1 July 2025.
- I-1 -
APPENDIX I
BUSINESS OF THE 2024 ANNUAL GENERAL MEETING
Based on the aforementioned policy and regulatory changes, the Board of the Company hereby announces that, pursuant to the Company Law of the People's Republic of China (the "Company Law"), the Transitional Period Arrangements for the Implementation of the Rules of the Supporting System of the New Company Law (the "Transitional Period Arrangements") and the Guidelines on Articles of Association published by the CSRC, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and other relevant laws and regulations, in order to further improve the corporate governance structure and standardise the operation of the Company, taking into account the actual situation of the Company and the needs of its operation and development, the Board proposes to abolish the supervisory committee of the Company (the "Supervisory Committee"), with the powers and functions of the Supervisory Committee to be exercised by the audit committee of the Board (the "Audit Committee"), and one employee representative director shall be appointed in the Board. While the relevant systems of the Supervisory Committee, including the Rules of Procedures for the Supervisory Committee, shall be abolished accordingly, certain amendments shall be made to the Articles of Association, the Rules of Procedure for the Board of Directors and the Rules of Procedures of the Shareholders' General Meeting (collectively referred to as the "Rules of Procedures").
The main contents of the amendments include: (1) the abolishment of the Supervisory Committee, with the statutory powers of the Supervisory Committee to be exercised by the Audit Committee; (2) the appointment of an employee representative Director in the Board; (3) permission for hybrid shareholders' meeting and e-voting; and (4) other miscellaneous amendments. The comparison tables of the amendments to the Articles of Association and the relevant rules of procedures of the Company are set out in Appendices II, III and IV to this Circular.
APPOINTMENT OF AN EMPLOYEE REPRESENTATIVE DIRECTOR
Ms. Zhang Li ("Ms. Zhang") was elected by the employee representative meeting of the Company as the employee representative Director of the seventh session of the Board of the Company, subject to the proposed amendments to the Articles of Association being approved by the Shareholders at the AGM of the Company.
The biographical details of Ms. Zhang are set out in Appendix V to this Circular.
If the appointment of Ms. Zhang takes effect, her term of office as the employee representative director of the Company will commence on the date on which the proposed amendments to the Articles of Association are approved by the Shareholders at the AGM and end on the date of expiry of the seventh session of the Board.
Upon the effective date of the appointment of Ms. Zhang, the Company will enter into a service contract with Ms. Zhang. Ms. Zhang will not receive any director's remuneration for her role as an employee representative director of the Company. Ms. Zhang's remuneration for her other position in the Company shall be paid in accordance with the remuneration standard and payment management method in respect of her role, and such remuneration standard is determined in accordance with the prevailing market rate and the expansion scale of the Company.
APPENDIX I
BUSINESS OF THE 2024 ANNUAL GENERAL MEETING
TO CONSIDER AND APPROVE THE APPOINTMENT OF BDO CHINA SHU LUN PAN CERTIFIED PUBLIC ACCOUNTANTS AS THE AUDITOR OF THE COMPANY
The Board announces that the term of the Company’s auditor, ShineWing Certified Public Accountants LLP (“ShineWing”) will expire on the date of the conclusion of the 2024 AGM. In accordance with the Administrative Measures for the Selection and Engagement of Accounting Firms by State-owned Enterprises and Listed Companies (Cai Kuai [2023] No. 4) and other relevant regulations, the Company is required to select and appoint its auditor by way of public tender and other means. After completing the public tender process and based on the tender evaluation results, as considered by the audit committee, the Board is recommended to appoint BDO China SHU LUN PAN Certified Public Accountants LLP (“BDO”) as the auditor of the Company for a term commencing after the conclusion of the 2024 AGM and ending at the conclusion of the next annual general meeting of the Company. Other than abovementioned, there is no other reason for the Company to change its auditor.
When recommending BDO as the new auditor of the Company to the Board, the Audit Committee has considered a number of factors in accordance with section 2 “Selection and Appointment of Auditors” of the “Guidelines for Effective Audit Committees – Selection, Appointment and Reappointment of Auditors” issued by the Hong Kong Accounting and Financial Reporting Council in December 2021, in order to assess the audit quality of the candidate auditors, including its governance and leadership structure, its compliance with relevant ethical requirements, its industry knowledge and technical competence, its project execution capability, its communication and interaction with the Audit Committee, and its procedures for monitoring the quality of the audit project. The Audit Committee considers that BDO is independent, competent and capable (including manpower, expertise, time and other resources) to perform a high-quality audit and is suitable to act as the new auditor of the Company.
ShineWing has confirmed to the Company that there are no matters relating to its retirement that need to be brought to the attention of the Shareholders of the Company. The Board and the audit committee have also confirmed that there is no disagreement between the Company and ShineWing and there are no other matters concerning the proposed change of the auditor that need to be brought to the attention of the Shareholders.
- I-3 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
Xinjiang Xinxin Mining Industry Co., Ltd.*
Comparison Table on the Amendments to the Articles of Association
EXPLANATION:
- In the amended articles, the text proposed to be deleted is presented in the form of a strikethrough line, while the text proposed to be added is presented in the form of an underline;
- When the relevant provisions are amended, their serial numbers will be automatically adjusted accordingly to maintain the order, and the table below does not contain a comparison of the amendments corresponding only to the change in the serial numbers of the articles.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Full text Supervisor supervisory committee | Full text Supervisor supervisory committee | Delete supervisors and supervisory committee in full in accordance with the Guidelines on the Articles of Association of Listed Companies. |
| Full text Audit committee (審核委員會) | Full text Audit committee (審計委員會) | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the formulation of the audit committee (審核委員會) is amended to the audit committee (審計委員會). |
| CHAPTER 12 SUPERVISORY COMMITTEE | Delete all contents of Chapter 12 Supervisory Committee. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
- II-1 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 55 Where directors, senior management of the Company violates laws, administrative regulations or the Articles in performance of their duties for the Company, and thus cause losses to the Company, shareholders individually or jointly holding more than 1% of the shares for more than 180 consecutive days shall be entitled to request, in writing, the supervisory committee to initiate proceedings in a people’s court. Where the supervisory committee violates laws, administrative regulations or the Articles in performance of its duties for the Company, and thus causes losses to the Company, the shareholders shall be entitled to request, in writing, the board to initiate proceedings in a people’s court. | Article 55 Where directors, senior management other than members of the Audit Committee of the Company violates laws, administrative regulations or the Articles in performance of their duties for the Company, and thus cause losses to the Company, shareholders individually or jointly holding more than 1% of the shares for more than 180 consecutive days shall be entitled to request, in writing, the supervisory committee Audit Committee to initiate proceedings in a people’s court. Where the supervisory committee members of the Audit Committee violates laws, administrative regulations or the Articles in performance of its duties for the Company, and thus causes losses to the Company, the aforesaid shareholders shall be entitled to request, in writing, the board to initiate proceedings in a people’s court. | Adjust the terms of reference of the Audit Committee in accordance with the Guidelines on the Articles of Association of Listed Companies. |
| Where the supervisory committee or the board refuses to take legal proceedings after receiving the written request from the shareholders as specified in the preceding paragraph, or fails to take legal proceedings within 30 days from the date on which it receives such request, or under emergency situations, failure to take legal proceedings immediately will result in irreparable damage to the interests of the Company, the shareholders specified in the preceding paragraph shall have the right, in their own names, directly to initiate proceedings in a people’s court in the interests of the Company. | Where the supervisory committee Audit Committee or the board refuses to take legal proceedings after receiving the written request from the shareholders as specified in the preceding paragraph, or fails to take legal proceedings within 30 days from the date on which it receives such request, or under emergency situations, failure to take legal proceedings immediately will result in irreparable damage to the interests of the Company, the shareholders specified in the preceding paragraph shall have the right, in their own names, directly to initiate proceedings in a people’s court in the interests of the Company. | |
| Where a third party infringes upon the legal rights and interests of the Company and thus causes losses to the Company accordingly, the shareholders specified in the first paragraph of this Article initiate proceedings in a people’s court in accordance with the provisions of the preceding two paragraphs. | Where a third party infringes upon the legal rights and interests of the Company and thus causes losses to the Company accordingly, the shareholders specified in the first paragraph of this Article initiate proceedings in a people’s court in accordance with the provisions of the preceding two paragraphs. |
– II-2 –
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 61 The shareholder’s general meeting shall exercise the following functions and powers: | ||
| (1) to decide on the Company’s business policies and investment plans; | ||
| (2) to elect and replace directors and to decide on matters relating to the remuneration of directors; | ||
| (3) to elect and replace supervisors who are not representatives of employees and to decide on matters relating to the remuneration of supervisors; | ||
| (4) to consider and approve the reports the board of directors; | ||
| (5) to consider and approve the reports of the supervisory committee; | ||
| (6) to consider and approve the Company’s proposed annual financial budgets and final accounts; | Article 61 The shareholder’s general meeting shall exercise the following functions and powers: | |
| (1) to decide on the Company’s business policies and investment plans; | ||
| (2) to elect and replace directors and to decide on matters relating to the remuneration of directors; | ||
| (3) to elect and replace supervisors who are not representatives of employees and to decide on matters relating to the remuneration of supervisors; | ||
| (3) to consider and approve the reports the board of directors; | ||
| (5) to consider and approve the reports of the supervisory committee; | ||
| (4) to consider and approve the Company’s proposed annual financial budgets and final accounts; | Delete the relevant expressions of the supervisor and the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies. | |
| Article 64 Shareholders’ meetings include annual general meetings and extraordinary general meetings. Annual shareholders’ meetings are held once every year and within six months from the end of the preceding financial year. | ||
| …… | ||
| (5) whenever the supervisory committee so requests; | Article 64 Shareholders’ meetings include annual general meetings and extraordinary general meetings. Annual shareholders’ meetings are held once every year and within six months from the end of the preceding financial year. | |
| …… | ||
| (5) whenever the supervisory committee Audit Committee so requests; | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
– II-3 –
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 65 Where the Company convenes an annual shareholders’ meeting, the date and the venue of and matters to be considered at the meeting shall be notified to all shareholders twenty-one days before the date of the meeting; extraordinary shareholders’ meeting shall be notified to all shareholders fifteen days before the date of the meeting. | Article 65 Where the Company convenes an annual shareholders’ meeting, the date and the venue of and matters to be considered at the meeting shall be notified to all shareholders twenty-one days before the date of the meeting; extraordinary shareholders’ meeting shall be notified to all shareholders fifteen days before the date of the meeting. |
The place for holding shareholders’ meetings shall include: The domicile of the Company or other locations stated in the notice of the shareholders’ meeting.
The Company shall set up a venue for shareholders’ meeting and the meeting will be convened in the manner of live meeting. Subject to ensuring the legitimacy and validity of the shareholders’ meeting, the Company shall also, according to needs, provide convenience to the shareholders by adopting safe, economical, convenient online and other means, including but not limited to providing modern information technologies such as online voting platforms and electronic communication meetings permitted by securities regulatory rules of the jurisdiction where the Company’s shares are listed, and increase the proportion of public shareholders participating in the meeting. | In accordance with the Listing Rules, the relevant expressions permitting hybrid shareholders’ meetings and electronic voting have been added. |
| Article 66 Where the Company convenes a general meeting, the board of directors, the supervisory committee and shareholder(s) who individually or jointly hold(s) more than 1% of total voting shares issued by the Company are entitled to put forward new proposals in writing to the Company and the Company shall include matters of those proposals that are within terms of reference of shareholders’ meetings in the agenda of such meeting. | Article 66 Where the Company convenes a general meeting, the board of directors, the supervisory committee Audit Committee and shareholder(s) who individually or jointly hold(s) more than 1% of total voting shares issued by the Company are entitled to put forward new proposals in writing to the Company and the Company shall include matters of those proposals that are within terms of reference of shareholders’ meetings in the agenda of such meeting. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
– II-4 –
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Newly added article | Article 89 Where the Audit Committee proposes to the board of directors to convene an extraordinary shareholders' meeting, it shall submit a proposal to the board of directors in writing. The board of directors shall within ten days upon receipt of the proposal issue its feedback opinion in writing whether it agrees or not to convene the extraordinary shareholders' meeting in accordance with the laws, administrative regulations and the Articles. |
Where the board of directors agrees to convene the extraordinary shareholders' meeting, a notice of convening the shareholders' meeting shall be issued within five days of the resolution of the board of directors. In respect of changes to the original proposal in the notice, an agreement from the Audit Committee shall be obtained.
Where the board of directors disagrees to convene the extraordinary shareholders' meeting, or no feedback is made within ten days after receipt of the proposal, it shall be deemed as the failure of the board of directors to fulfill or unable to fulfill its duties to convene the shareholders' meeting, and the Audit Committee shall be entitled to convene and to preside at the meeting. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
- II-5 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 89 Convening of an extraordinary general meeting is required to take the following procedures: |
……
(2) Where the board agrees to convene an extraordinary shareholders’ meeting, it shall issue a notice of the shareholders’ meeting within five days after the resolution was made. Any change to the original request in the notice shall be subject to the approval from the relevant shareholders.
Where the board disagrees to convene an extraordinary shareholders’ meeting or fails to give a reply within 10 days upon receipt of the request, shareholders individually or jointly holding more than 10% of the shares of the Company shall have the right to submit a request to the supervisory committee on holding an extraordinary shareholders’ meeting and such request shall be made to the supervisory committee in writing. | Article 90 Convening of an extraordinary general shareholders’ meeting is required to take the following procedures:
……
(2) Where the board agrees to convene an extraordinary shareholders’ meeting, it shall issue a notice of the shareholders’ meeting within five days after the resolution was made. Any change to the original request in the notice shall be subject to the approval from the relevant shareholders.
Where the board disagrees to convene an extraordinary shareholders’ meeting or fails to give a reply within 10 days upon receipt of the request, shareholders individually or jointly holding more than 10% of the shares of the Company shall have the right to submit a request to the supervisory committee Audit Committee on holding an extraordinary shareholders’ meeting and such request shall be made to the supervisory committee Audit Committee in writing. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
- II-6 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| (3) Where the supervisory committee agrees to convene an extraordinary shareholders’ meeting, it shall issue a notice of shareholders’ meeting within five days after receiving the request. Any changes to the original proposal in the notice shall be approved by the relevant shareholders. Where the supervisory committee disagrees to convene an extraordinary or fails to give a reply within 10 days upon receipt of the request, shareholders individually or jointly holding more than 10% of the shares of the Company for 90 or more consecutive days may convene and preside over the meeting on their own. |
Where a meeting is convened by shareholders on their own because the board fails to convene the meeting at the request referred to above, reasonable expenses incurred are to be borne by the Company and to be deducted from the Company’s payable to the director(s) negligent in performing his/their duties.
At a shareholders’ meeting, except for trade secrets which cannot be disclosed to the public, the board and supervisory committee shall give replies or explanations on queries and suggestions made by shareholders. | (3) Where the supervisory committee Audit Committee agrees to convene an extraordinary shareholders’ meeting, it shall issue a notice of shareholders’ meeting within five days after receiving the request. Any changes to the original proposal in the notice shall be approved by the relevant shareholders. Where the supervisory committee Audit Committee disagrees to convene an extraordinary or fails to give a reply within 10 days upon receipt of the request, shareholders individually or jointly holding more than 10% of the shares of the Company for 90 or more consecutive days may convene and preside over the meeting on their own.
Where a meeting is convened by shareholders on their own because the board fails to convene the meeting at the request referred to above, reasonable expenses incurred are to be borne by the Company and to be deducted from the Company’s payable to the director(s) negligent in performing his/their duties.
At a shareholders’ meeting, except for trade secrets which cannot be disclosed to the public, the board and supervisory committee Audit Committee shall give replies or explanations on queries and suggestions made by shareholders. | |
- II-7 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Newly added article | Article 91 The Audit Committee or the shareholders that decide to hold the shareholders’ meeting by itself or themselves shall notify the board of directors thereof in writing. |
The Audit Committee or the convening shareholders shall, upon issuing the notice of shareholders’ meeting and announcement of any resolution approved at such meeting, submit the relevant supporting materials to the stock exchange.
The shareholders who convene the shareholders’ meeting shall hold at least 10% of the shares prior to the announcement of the resolutions of such meeting.
For the shareholders’ meetings convened by the Audit Committee or the shareholders, the board of directors and the secretary to the board of directors shall coordinate accordingly. The board of directors will provide the register of shareholders as of the record date.
All necessary expenses incurred by the Audit Committee or the shareholders to convene the shareholders’ meeting shall be assumed by the Company. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
- II-8 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 90 The general meeting shall be convened and chaired by the chairman of the board. If the chairman of the board is unable to attend the meeting, the vice-chairman of the board shall convene and chair the meeting. If both of the chairman and vice-chairman of the board are unable to attend the meeting, the board may designate a director of the Company to convene and chair the meeting. Where the chairman of the meeting has not been designated, shareholders attending the meeting may elect one person to be the chairman. If the shareholders fail to elect a chairman due to any reason, the shareholder (including his proxy) with the maximum number of voting shares among the shareholders attending the meeting shall be the chairman of the meeting. | Article 92 The general shareholders’ meeting shall be convened and chaired by the chairman of the board. If the chairman of the board is unable to attend the meeting, the vice-chairman of the board shall convene and chair the meeting. If both of the chairman and vice-chairman of the board are unable to attend the meeting, the board may designate a director of the Company to convene and chair the meeting. Where the chairman of the meeting has not been designated, shareholders attending the meeting may elect one person to be the chairman. If the shareholders fail to elect a chairman due to any reason, the shareholder (including his proxy) with the maximum number of voting shares among the shareholders attending the meeting shall be the chairman of the meeting. |
A shareholders’ meeting convened by the Audit Committee shall be presided over by the convener of the Audit Committee. Where the convener of the audit committee is unable to perform or fails to perform his/her duties, a majority of the members of the Audit Committee shall elect a member of the Audit Committee to preside over such meeting.
A shareholders’ meeting convened by shareholders themselves shall be presided over by the convener or a representative elected by him/her.
If when convening a shareholders’ meeting, the chairman of the meeting is in violation of these Rules of Procedures causing the shareholders’ meeting unable to be continued, subject to the agreement by over half of the attending shareholders with voting rights at the shareholders’ meeting, the shareholders’ meeting may elect a person as the chairman and continue with the meeting. | Pursuant to the Guidelines on the Articles of Association of Listed Companies, the expression relating to the convener of the shareholders’ meeting convened by the Audit Committee or by the shareholders themselves has been added. |
– II-9 –
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 97 Directors shall be cautious, careful and diligent when exercising rights granted by the Company and ensure that: |
……
(5) they will report relevant situation and information to the supervisory committee faithfully and will not impede the supervisory committee or the supervisors to exercise their functions and powers;
(6) they will perform other duties of diligence specified in the laws, administrative regulations, department rules, and the Articles. | Article 99 Directors shall be cautious, careful and diligent when exercising rights granted by the Company and ensure that:
……
(5) they will report relevant situation and information to the supervisory committee Audit Committee faithfully and will not impede the supervisory committee or the supervisors Audit Committee to exercise their functions and powers;
(6) they will perform other duties of diligence specified in the laws, administrative regulations, department rules, and the Articles. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
| Article 112 Shareholders representing more than 10% of the voting shares or more than one third of directors or the supervisory committee or the general manager may convene an extraordinary board meeting. The chairman of the board shall convene and preside over the extraordinary board meeting within 10 days after receiving such proposal. | Article 114 Shareholders representing more than 10% of the voting shares or more than one third of directors or the supervisory committee Audit Committee or the general manager may convene an extraordinary board meeting. The chairman of the board shall convene and preside over the extraordinary board meeting within 10 days after receiving such proposal. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
| Newly added article | Article 124 The board of directors of the Company shall establish the Audit Committee, which shall exercise the functions and powers of the supervisory committee as stipulated under the Company Law. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
- II-10 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Newly added article | Article 125 The Audit Committee shall comprise three members, who shall be directors not serving as senior management of the Company, with a majority of independent directors, and independent non-executive director being accounting professional shall serve as the convener. |
Article 126 The Audit Committee is responsible for reviewing and disclosing the Company’s financial information, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the board of directors for consideration after the consent of more than half of all members of the Audit Committee:
(1) disclosure of the financial information and the internal control evaluation report in financial accounting reports and periodic reports;
(2) appointment or dismissal of the accounting firm undertaking audits of listed companies;
(3) appointment or dismissal of the listed companies’ head of finance;
(4) changes in accounting policies, accounting estimates or corrections of major accounting errors for reasons other than changes in accounting standards;
(5) Other matters as stipulated by laws, administrative regulations, the provisions of CRSC, and the provisions of the Articles. | Adjust the relevant expressions of the Audit Committee meeting in accordance with the Company Law and the Guidelines on the Articles of Association of Listed Companies. |
– II-11 –
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Newly added article | Article 127 The Audit Committee shall meet at least once every six months. An extraordinary meeting can be convened as proposed by two or more members, or when the convener deems it necessary. A meeting of the Audit Committee shall be convened with the attendance of more than two-thirds of the members. |
Resolutions made at the Audit Committee shall be approved by a majority of its members.
Voting on resolutions of the Audit Committee shall be conducted on a one-person-one-vote basis.
Minutes of meeting shall be recorded for the resolutions of the Audit Committee in accordance with the requirements and shall be signed by the attending member.
The board of directors shall be responsible for formulating the working procedures of the Audit Committee. | Adjust the terms of reference of the Audit Committee in accordance with the Company Law and the Guidelines on the Articles of Association of Listed Companies. |
- II-12 -
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 122 The board may establish several special committees such as audit committee, nomination committee, remuneration and assessment committee and strategic and sustainable development (ESG) committee, which, under the leadership of the board, assist the board to perform its functions and powers, or to provide suggestions and advisory opinions to the board for decision-making. The special committees shall be responsible to the board and shall perform their duties as stipulated in the Articles and as authorized by the board. Proposals shall be submitted to the board for consideration and approval. All members of the special committees shall be directors, among which, the majority of the members of the audit committee, the nomination committee and the remuneration and assessment committee shall be independent directors who also convene the meeting of such committees, and the convener of the audit committee shall be an accounting professional. The board shall be responsible for formulating the rules of procedures for the special committees to regulate their operations. | Article 128 In addition to the Audit Committee. The board may establish several special committees such as audit committee, nomination committee, remuneration and assessment committee and strategic and sustainable development (ESG) committee as required, which, under the leadership of the board, assist the board to perform its functions and powers, or to provide suggestions and advisory opinions to the board for decision-making. The special committees shall be responsible to the board and shall perform their duties as stipulated in the Articles and as authorized by the board. Proposals shall be submitted to the board for consideration and approval. All members of the special committees shall be directors, among which, the majority of the members of the audit committee, the nomination committee and the remuneration and assessment committee shall be independent directors who also convene the meeting of such committees, and the convener of the audit committee shall be an accounting professional. The board shall be responsible for formulating the rules of procedures for the special committees to regulate their operations. | Adjust the relevant expressions in accordance with the Company Law and the Guidelines on the Articles of Association of Listed Companies. |
– II-13 –
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 151 Party Committee of the Company shall play a leading role, supervising the Company’s direction of development, monitoring the whole picture and ensuring implementation, discussing and making decisions on significant matters of the Company in accordance with the regulations. The main responsibilities are: |
……
(3) to investigate and discuss the significant operation and management matters of the Company and support the shareholders’ meeting, the Board of Directors, the supervisory committee and the management to exercise their rights and perform their duties in accordance with the laws;
…… | Article 143 Party Committee of the Company shall play a leading role, supervising the Company’s direction of development, monitoring the whole picture and ensuring implementation, discussing and making decisions on significant matters of the Company in accordance with the regulations. The main responsibilities are:
……
(3) to investigate and discuss the significant operation and management matters of the Company and support the shareholders’ meeting, the Board of Directors, the Supervisory Audit Committee and the management to exercise their rights and perform their duties in accordance with the laws;
…… | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
| Article 218 The notice of the meeting of the supervisory committee shall be issued by way of an announcement or in the manners specified in the Articles. | Article 218 The notice of the meeting of the supervisory committee shall be issued by way of an announcement or in the manners specified in the Articles. | Delete the relevant expressions of the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies. |
- II-14 -
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF
PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING OF
XINJIANG XINXIN MINING INDUSTRY CO., LTD.
Xinjiang Xinxin Mining Industry Co., Ltd.*
Comparison Table on the Amendments to the Rules of Procedure of the Shareholders' Meeting
EXPLANATION:
- In the amended articles, the text proposed to be deleted is presented in the form of a strikethrough line, while the text proposed to be added is presented in the form of an underline;
- When the relevant provisions are amended, their serial numbers will be automatically adjusted accordingly to maintain the order, and the table below does not contain a comparison of the amendments corresponding only to the change in the serial numbers of the articles.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Full text Supervisor supervisory committee | Full text Supervisor supervisory committee | Delete supervisors and supervisory committee in full in accordance with the Guidelines on the Articles of Association of Listed Companies. |
| Full text Audit committee (審核委員會) | Full text Audit committee (審計委員會) | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the formulation of the audit committee (審核委員會) is amended to the audit committee (審計委員會). |
| Article 20 At the annual shareholders' meeting, shareholders who individually or jointly hold more than one percent of the total voting shares of the Company or the supervisory committee may propose temporary proposals in accordance with the relevant provisions of the Articles of Association. | Article 20 At the annual shareholders' meeting, shareholders who individually or jointly hold more than one percent of the total voting shares of the Company or the Audit Committee may propose temporary proposals in accordance with the relevant provisions of the Articles of Association. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
- III-1 -
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF
PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING OF
XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 56 The Board shall be responsible for implementing resolutions passed by the shareholders’ meeting and shall require the general manager to organize and execute such resolutions in accordance with their content and the division of powers and responsibilities. For matters requiring handling by the supervisory committee as stipulated in shareholders’ meeting resolutions, the chairman of the supervisory committee shall directly organize and execute them. | Article 56 The Board shall be responsible for implementing resolutions passed by the shareholders’ meeting and shall require the general manager to organize and execute such resolutions in accordance with their content and the division of powers and responsibilities. For matters requiring handling by the supervisory committee as stipulated in shareholders’ meeting resolutions, the chairman of the supervisory committee shall directly organize and execute them. | Delete the relevant expressions of the supervisor and the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies. |
| Article 57 The general manager shall report the implementation results of shareholders’ meeting resolutions to the Board, and the Board shall subsequently report to the shareholders’ meeting. For matters implemented by the supervisory committee, the supervisory committee shall report directly to the shareholders’ meeting. Where the supervisory committee deems necessary, it may first notify the Board. | Article 57 The general manager shall report the implementation results of shareholders’ meeting resolutions to the Board, and the Board shall subsequently report to the shareholders’ meeting. For matters implemented by the supervisory committee, the supervisory committee shall report directly to the shareholders’ meeting. Where the supervisory committee deems necessary, it may first notify the Board. | Delete the relevant expression of the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies. |
| Article 58 The chairman of the Board shall supervise and inspect the implementation of shareholders’ meeting resolutions, except those matters handled by the supervisory committee. Where any violation of the Board meeting resolutions is identified, the chairman shall require and urge the general manager and relevant responsible persons to rectify such violation within a specified time limit. In cases of persistent non-compliance, the chairman shall convene an interim Board meeting to adopt a disciplinary resolution. | Article 58 The chairman of the Board shall supervise and inspect the implementation of shareholders’ meeting resolutions, except those matters handled by the supervisory committee. Where any violation of the Board meeting resolutions is identified, the chairman shall require and urge the general manager and relevant responsible persons to rectify such violation within a specified time limit. In cases of persistent non-compliance, the chairman shall convene an interim Board meeting to adopt a disciplinary resolution. | Delete the relevant expression of the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies. |
- III-2 -
APPENDIX IV
COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
Xinjiang Xinxin Mining Industry Co., Ltd.*
Comparison Table on the Amendments to the Rules of Procedure of the Board of Directors
EXPLANATION:
- In the amended articles, the text proposed to be deleted is presented in the form of a strikethrough line, while the text proposed to be added is presented in the form of an underline;
- When the relevant provisions are amended, their serial numbers will be automatically adjusted accordingly to maintain the order, and the table below does not contain a comparison of the amendments corresponding only to the change in the serial numbers of the articles.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Full text Supervisor supervisory committee | Full text Supervisor supervisory committee | Delete supervisors and supervisory committee in full in accordance with the Guidelines on the Articles of Association of Listed Companies. |
| Full text Audit committee (審核委員會) | Full text Audit committee (審計委員會) | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the formulation of the audit committee (審核委員會) is amended to the audit committee (審計委員會). |
| Article 4 For all matters subject to consideration and approval at the shareholders' meeting, the Board shall review and approve the issues and proposals to be submitted to the shareholders' meeting prior to convening such meeting. | ||
| The chairman of the Board shall convene an extraordinary Board meeting under one of the following circumstances: | ||
| ... | ||
| (4) demanded by the supervisory committee; | ||
| (5) demanded by the general manager. | Article 4 For all matters subject to consideration and approval at the shareholders' meeting, the Board shall review and approve the issues and proposals to be submitted to the shareholders' meeting prior to convening such meeting. | |
| The chairman of the Board shall convene an extraordinary Board meeting under one of the following circumstances: | ||
| ... | ||
| (4) demanded by the supervisory committee; | ||
| (5) demanded by the general manager. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
APPENDIX IV
COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 5 The shareholders, directors, supervisory committee and general manager propose to convene an extraordinary Board meeting, which shall be conducted in accordance with the following procedures: | ||
| …… | Article 5 The shareholders, directors, supervisory committee Audit Committee and general manager propose to convene an extraordinary Board meeting, which shall be conducted in accordance with the following procedures: | |
| …… | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. | |
| Article 7 If the Board convenes a regular meeting, all directors and supervisors shall be notified 10 days prior to such meeting; if the Board convenes an extraordinary meeting, all directors and supervisors shall be notified 5 days prior to such meeting, except for extraordinary Board meetings convened under special or emergency circumstances and Board meetings voted by correspondence. |
Notices of meetings shall be issued by the chairman of the Board and shall be sent by the secretary to the Board to all directors and copied to the general manager and the chairman of the supervisory committee in accordance with the contents and manner stipulated in the Articles of Association.
If the director has attended the Board meeting and has not raised any objection to not receiving the meeting notice at the meeting, it shall be deemed that the meeting notice has been issued to them. | Article 7 If the Board convenes a regular meeting, all directors and supervisors shall be notified 1014 days prior to such meeting; if the Board convenes an extraordinary meeting, all directors and supervisors shall be notified 510 days prior to such meeting, except for extraordinary Board meetings convened under special or emergency circumstances and Board meetings voted by correspondence.
Notices of meetings shall be issued by the chairman of the Board and shall be sent by the secretary to the Board to all directors and copied to the general manager and the chairman of the supervisory committee in accordance with the contents and manner stipulated in the Articles of Association.
If the director has attended the Board meeting and has not raised any objection to not receiving the meeting notice at the meeting, it shall be deemed that the meeting notice has been issued to them. | Delete the relevant expressions of the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies.
Adjust the notice time of meeting in accordance with the Articles of Association. |
| Article 12 The non-director general manager and the secretary to the Board shall attend the meeting; the supervisors of the Company may attend the meeting. The convener of the meeting may request other senior management to attend the meeting according to practical needs. The failure of a supervisor to attend a Board meeting after due notice was given by the Board shall not affect the convening of such Board meeting. | Article 12 The non-director general manager and the secretary to the Board shall attend the meeting; the supervisors of the Company may attend the meeting. The convener of the meeting may request other senior management to attend the meeting according to practical needs. The failure of a supervisor to attend a Board meeting after due notice was given by the Board shall not affect the convening of such Board meeting. | Delete the relevant expressions of the supervisor and the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies. |
– IV-2 –
APPENDIX IV
COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.
| Original articles | Amended articles | Basis for amendments |
|---|---|---|
| Article 17 The determination of the topics of the Board meeting shall be mainly based on the following factors: |
……
(4) matters submitted for consideration by shareholders representing more than one-tenth of the voting rights, by more than one-third of the directors jointly, or by the supervisory committee proposing to convene the Board meeting;
…… | Article 17 The determination of the topics of the Board meeting shall be mainly based on the following factors:
……
(4) matters submitted for consideration by shareholders representing more than one-tenth of the voting rights, by more than one-third of the directors jointly, or by the supervisory committee Audit Committee proposing to convene the Board meeting;
…… | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
| Article 32 Provided that the directors can be assured to fully express opinions in the extraordinary Board meeting, such meeting may be conducted and resolutions be passed by means of facsimile and other written communication with the resolutions signed by the directors who have attended the meeting. However, if the directors consider that their right to express their opinions has not been fully guaranteed, and more than one-third of the directors jointly request it, the Board shall convene an on-site meeting to consider the proposed resolution before making a resolution.
The Board meeting proposed at the request of the supervisory committee shall not be voted by correspondence. | Article 32 Provided that the directors can be assured to fully express opinions in the extraordinary Board meeting, such meeting may be conducted and resolutions be passed by means of facsimile and other written communication with the resolutions signed by the directors who have attended the meeting. However, if the directors consider that their right to express their opinions has not been fully guaranteed, and more than one-third of the directors jointly request it, the Board shall convene an on-site meeting to consider the proposed resolution before making a resolution.
The Board meeting proposed at the request of the supervisory committee shall not be voted by correspondence. | Delete the relevant expression of the supervisory committee in accordance with the Guidelines on the Articles of Association of Listed Companies. |
| Article 35 Within one working day after the deadline for the delivery of votes, the Company shall assign two members of the supervisory committee and the secretary to the Board to jointly tally the voting results, and the aforesaid employees shall sign the voting results for confirmation. | Article 35 Within one working day after the deadline for the delivery of votes, the Company shall assign two members of the supervisory committee Audit Committee and the secretary to the Board to jointly tally the voting results, and the aforesaid employees shall sign the voting results for confirmation. | Pursuant to the Company Law and the Guidelines on the Articles of Association of Listed Companies, the Audit Committee performs its statutory duties and responsibilities after the abolition of the supervisory committee. |
– IV-3 –
APPENDIX V PROFILE OF CANDIDATE OF EMPLOYEE REPRESENTATIVE DIRECTOR
The biographical details of Ms. Zhang Li
Ms. Zhang Li, aged 53, graduated from the Central Party School, majoring in economic management. Ms. Zhang successively served as an office clerk, a section member and a deputy section member of the office of Xinjiang Light Industry Department (新疆輕工業廳) from January 1992 to February 2002, a deputy section member and a section member of the office of Xinjiang Enterprises Work Committee (新疆企業工委) from February 2002 to November 2004, a section member and a deputy director of the office (party committee office), a deputy director of the department of planning and development, a deputy director and a researcher of the supervisory committee work department (state-owned enterprises supervisory committee management office) of Xinjiang State-owned Assets Supervision and Administration Commission (Xinjiang SASAC) from November 2004 to February 2015, and a regular departmental-level disciplinary inspector of the discipline inspection committee of Xinjiang SASAC from February 2015 to October 2016. She served as a deputy secretary of the party committee and deputy general manager of Western Gold Corporation Limited (西部黃金股份有限公司) from October 2016 to August 2018, and a deputy secretary of the party committee and secretary of the discipline inspection committee of Western Gold Corporation Limited. Since January 2024, she has been the deputy secretary of the party committee and secretary of the discipline committee of Xinjiang Xinxin Mining Industry Co., Ltd.
As at the Latest Practicable Date, save as disclosed above, Ms. Zhang (i) had not held any directorships in any public listed companies in the past three years; (ii) did not have any relationship with any Directors, senior management, substantial or controlling Shareholder (as defined under the Listing Rules) of the Company; and (iii) had no interest or deemed interest in the shares or underlying shares or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the proposed appointment of Ms. Zhang as the independent supervisor that need to be brought to the attention of the Shareholders or the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
- V-1 -
NOTICE OF ANNUAL GENERAL MEETING
Xinjiang Xinxin Mining Industry Co., Ltd.*
新疆新鑫礦業股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 3833)
NOTICE OF THE 2024 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the “AGM”) of Xinjiang Xinxin Mining Industry Co., Ltd. (the “Company”) will be held at 11:30 a.m. on Friday, 27 June 2025 at Conference Room, 6/F, No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the People’s Republic of China (the “PRC”) for the following purposes:
To consider and, if thought fit, pass with or without amendments, the following resolutions:
SPECIAL RESOLUTION
- to consider and approve the abolishment of the supervisory committee and amendments to the Articles of Association and the related rules of procedures.
ORDINARY RESOLUTIONS
- to consider and approve the report of the directors of the Company for the year ended 31 December 2024;
- to consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2024;
- to consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2024;
- to consider and approve the accumulated profit distribution plan of the Company and the relevant declaration and payment of a final dividend of RMB0.05 per share of the Company for the year ended 31 December 2024 as recommended by the board of directors of the Company (the “Board”);
-AGM-1-
NOTICE OF ANNUAL GENERAL MEETING
-
to consider and approve no director’s remuneration payable by the Company to Ms. Zhang Li, and that the remuneration received by Ms. Zhang Li in the Company shall be determined in accordance with the remuneration standard and payment management method in respect of her role;
-
to consider and approve the authorisation of the chairman of the Board of the Company to enter into service contracts on behalf of the Company with Ms. Zhang Li, an employee representative director, on such terms and conditions as the Board thinks fit, and to take such action as may be necessary to give effect thereto; and
-
to consider and approve the appointment of BDO China SHU LUN PAN Certified Public Accountants LLP as the auditor of the Company and to authorise the Board to fix its remuneration.
By order of the Board
Xinjiang Xinxin Mining Industry Co., Ltd.*
Wu Ning, Lam Siu Wing
Joint Company Secretaries
Xinjiang, the PRC, 6 June 2025
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
- CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING THE AGM
The register of members of the Company will be closed from Monday, 23 June 2025 to Friday, 27 June 2025 (both days inclusive), during which time no share transfers will be registered. In order to be eligible to attend the AGM, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 20 June 2025.
Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Friday, 27 June 2025 are entitled to attend the AGM.
- PROXY
Every shareholder of the Company who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his behalf at the AGM.
A proxy must be appointed by an instrument in writing and signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person’s seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the commencement of the AGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company’s H Share registrar. Return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM if he so wishes.
If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the AGM.
- OTHERS
Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), all votes at the general meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
The AGM is expected to last for approximately two hours. Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.
As at the date of this notice, the executive Director is Mr. Chen Yin; the non-executive Directors are Mr. Qi Xinhui, Mr. Zhou Chuanyou, Mr. Wang Lijian, Ms. Chen Yang and Mr. Hu Chengye; and the independent non-executive Directors are Mr. Hu Benyuan, Mr. Huang Yong and Mr. Lee Tao Wai.
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For identification purposes only
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AGM-3 -