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Zijin Mining Group Co., Ltd. Proxy Solicitation & Information Statement 2026

May 15, 2026

50795_rns_2026-05-15_d858683a-a798-454a-a05d-e5162b01f607.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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Zijin Mining Group Co., Ltd.*
紫金礦業集團股份有限公司

(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 2899)

Notice of 2025 Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the annual general meeting for the year ended 31 December 2025 (the "AGM") of Zijin Mining Group Co., Ltd.* (the "Company") will be held at 9 a.m. on Friday, 5 June 2026, at the conference room at 21/F., Zijin Headquarters, No. 1 Zijin Road, Shanghang County, Fujian Province, the People's Republic of China (the "PRC") to consider, approve and authorise the following matters:

  1. Ordinary Resolution: "To consider and approve the Report of the Board of Directors of the Company for 2025";
  2. Ordinary Resolution: "To consider and approve the Company's 2025 annual report and its summary";
  3. Ordinary Resolution: "To consider and approve the profit distribution proposal of the Company for the year ended 31 December 2025";
  4. Ordinary Resolution: "To consider and approve the proposal to the shareholders' meeting in relation to the authorisation to the Board of Directors to formulate the profit distribution proposal for the six months ending 30 June 2026";
  5. Special Resolution: "To consider and approve the proposal in relation to the formulation of the Profit Distribution and Return Plan for the Next Three Years (Year 2026-2028) of the Company";
  6. Ordinary Resolution: "To consider and approve the calculation and distribution proposal for the remuneration of the Executive Directors and Chairman of the Supervisory Committee of the Eighth Term for the year ended 31 December 2025";
  7. Ordinary Resolution: "To consider and approve the proposal in relation to reappointment of auditor for the year ending 31 December 2026";

  1. Ordinary Resolution: “To consider and approve the proposal in relation to the plan of guarantees for the year ending 31 December 2026”;

  2. Ordinary Resolution: “To consider and approve the proposal in relation to the development of futures and derivative trading businesses of subsidiaries”;

  3. Special Resolution: “To consider and approve the proposal in relation to a general mandate to issue debt financing instruments of the Company”;

  4. Special Resolution: “To consider and approve the proposal to the shareholders’ meeting in relation to the grant of a general mandate to the Board of Directors to issue A Shares and/or H Shares of the Company”;

  5. Ordinary Resolution: “To consider and approve the proposal in relation to the Employee Stock Ownership Scheme for 2026 (Draft) of the Company and its summary”;

  6. Ordinary Resolution: “To consider and approve the proposal in relation to the Administrative Policy of the Employee Stock Ownership Scheme for 2026 of the Company”; and

  7. Ordinary Resolution: “To consider and approve the proposal to the shareholders’ meeting in relation to the authorisation to the board of directors to handle matters relating to the Employee Stock Ownership Scheme for 2026 of the Company”.

By order of the Board of Directors
Zijin Mining Group Co., Ltd.*
Zou Laichang
Chairman

15 May 2026, Fujian, the PRC

Notes:

(A) The Company’s register of H Share members will be closed from 2 June 2026 (Tuesday) to 5 June 2026 (Friday) (both days inclusive), during such period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the register of H Share members on 5 June 2026 (Friday, being the record date) will be entitled to attend and vote at the AGM to be convened on 5 June 2026 (Friday) at the conference room at 21/F., Zijin Headquarters, No. 1 Zijin Road, Shanghang County, Fujian Province, the PRC. In order to be qualified for attending and voting at the AGM, all transfer documents of H Shares must be lodged with the Registrar of H Shares of the Company no later than 4:30 p.m. on 1 June 2026 (Monday).


The address of the Registrar of H Shares of the Company is:

Computershare Hong Kong Investor Services Limited
Shops 1712-1716,
17th Floor, Hopewell Centre,
183 Queen's Road East,
Wanchai,
Hong Kong

(B) Holders of H Shares who intend to attend the AGM must complete and return the reply slip for the AGM in writing to the Secretariat of the Board of Directors or Registrar of H Shares of the Company – Computershare Hong Kong Investor Services Limited, the address is: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before 3 June 2026 (Wednesday).

Details of the office of the Secretariat of the Board of Directors of the Company are as follows:

41/F., Tower B, Zhonghang Zijin Plaza,
No. 1811 Huandao Road East, Siming District,
Xiamen City, Fujian Province,
the People's Republic of China
Tel: (86)592-2933058

(C) Holders of H Shares who have the right to attend and vote at the AGM are entitled to appoint one or more proxies (whether or not a shareholder) in writing to attend and vote at the AGM on their behalf. For those shareholders who appoint more than one proxy, such proxies can only exercise their voting rights by way of polls.

(D) The instrument appointing a proxy must be in writing and signed by the appointer or his/her attorney duly authorised in writing. In the event that such instrument is signed by an attorney of the appointer, an authorisation instrument that authorises such signatory shall be notarised.

(E) To be valid, the proxy form (and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, then together with such power of attorney or other authority) must be deposited at the Registrar of H Shares of the Company – Computershare Hong Kong Investor Services Limited no later than 24 hours before the specified time for the holding of the AGM (i.e., no later than 9 a.m. on 4 June 2026 (Thursday), Hong Kong time). The address is: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

(F) If a proxy is appointed to attend the AGM on behalf of a shareholder, the proxy must present his/her identification document and the authorisation instrument with the date of issue and duly signed by the appointer or his/her legal representative, and in the case of legal representative of legal person shareholders, such legal representative must present his/her own identification document and valid document to prove his/her identity as legal representative. If a legal person shareholder appoints a company's representative other than its legal representative to attend the AGM, such representative must present his/her own identification document and the authorisation instrument bearing the company seal of the legal person shareholder and duly signed by its legal representative.

(G) Completion and delivery of the proxy form will not preclude a holder of H Shares from attending and voting in person at the AGM if he/she so wishes.

(H) The AGM is expected to last for half a day, and shareholders attending the AGM will be responsible for their own travelling and accommodation expenses.

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EXPECTED TIMETABLE

Year 2026 (Note)

Latest time for lodging documents on transfer of shares 4:30 p.m. on 1 June (Monday)

Book closure period (both days inclusive) . . . . . .2 June (Tuesday) to 5 June (Friday)

Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 June (Friday)

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 June (Friday)

Announcement on results of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 June (Friday)

Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 June (Monday)

Note: All times refer to Hong Kong local times

As at the date of this notice, the Board of Directors of the Company comprises Mr. Zou Laichang (Chairman), Mr. Lin Hongfu, Mr. Xie Xionghui, Mr. Wu Jianhui, Mr. Shen Shaoyang, Mr. Zheng Youcheng and Mr. Wu Honghui as executive directors, Mr. Li Jian as non-executive director, and Ms. Wu Xiaomin, Mr. Bo Shao Chuan, Mr. Lin Shoukang, Ms. Qu Xiaohui, Mr. Hong Bo and Mr. Wang Anjian as independent non-executive directors.

  • The English name of the Company is for identification purpose only

Should there be any discrepancies, the Chinese version of this notice shall prevail.

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