Zijin Mining Group Company Limited announced In order to improve and enhance the decision-making and supervisory mechanism of profit distribution of Zijin Mining Group Co. Ltd., while taking into consideration the Company's production and operation, sustainable development and establishing a sustainable, stable and scientific return mechanism for investors, pursuant to requirements of relevant laws, regulations and regulatory documents including the Companies Law of the People's Republic of China, Regulatory Guidelines for Listed Companies No. 3 - Distribution of Cash Dividends of Listed Companies (2025 revised) and the provisions of the articles of association and Rules on Market Value Management, the Company formulated the "Profit Distribution and Return Plan for the Next Three Years (Year 2026-2028) of the Company" (the "Profit Distribution and Return Plan").
The details are as follows: Factors to be considered during the formulation of the Profit Distribution and Return Plan; During the formulation of the Profit Distribution and Return Plan, the Company has made institutional arrangements for profit distribution so as to ensure the continuity and stability of the profit distribution policies, by paying attention to the long-term and sustainable development of the Company, while comprehensively analysing the Company's actual operating conditions, shareholders' views, capital cost of the society, external financing environment, etc., and giving full consideration to the Company's current and future profit scale, cash flow conditions, development stage, capital demand for project investment, bank credit facilities, debt financing environment, etc. Principles of the formulation of the Profit Distribution and Return Plan; The Company shall fully regard reasonable returns to the investment of investors as an important matter in profit distribution, while taking into account the sustainable development of the Company and maintaining the continuity and stability of the profit distribution policies, which shall comply with the provisions of the relevant laws and regulations. The profits distributed by the Company shall not exceed the amount of accumulated distributable profits, and shall not damage the Company's capacity in sustainable operation.
The Company shall actively promote the distribution of cash dividends. Details of the Profit Distribution and Return Plan for the next three years of the Company; Forms of profit distribution; The Company may distribute dividends in cash, bonus shares or by other means as allowed by laws and regulations. Among the above means of profit distribution, the Company shall take distribution of cash dividends as the preferential means.
Conditions of profit distribution in cash; In accordance with the provisions of the relevant laws and regulations, when the distributable profit of current year's net realised profit of the Company after covering losses, full provisions of statutory reserve and discretionary surplus reserve is positive, and the audit institution has issued a standard unqualified audit report on the Company's annual financial report (financial report in relation to interim profit distribution in cash can be unaudited), the Company shall propose a cash distribution plan except under special circumstances (such as material investment plans or material cash expenditures, etc.). When the Company meets the above conditions of profit distribution in cash but does not distribute cash dividends for special reasons, the Board shall provide specific reasons for not distributing cash dividends, and the usage of non-distributed retained profits, and after the independent directors have expressed their opinions, it shall be tabled to the shareholders' meeting for consideration. Intervals and proportion of profit distribution; Subject to the premise of fulfilling the profit distribution conditions under the provision of the articles of association, the Company shall carry out profit distribution at least once a year.
The Board can propose to distribute interim cash dividends depending on the operating results and capital requirements of the Company. Subject to the premise of fulfilling the abovementioned conditions of profit distribution in cash, the Company's cumulative profit distribution in cash for the year 2026 to 2028 shall, in principle, not be less than 35% of the cumulative distributable profits realised for the year 2026 to 2028. If there are major changes in the external environment or the Company's own operating conditions which require the adjustment of the profit distribution policy, the Company shall fully consider the protection of the interests of the minority shareholders.
The amended profit distribution policy shall not violate the provisions of relevant laws, regulations and regulatory documents. The proposal to amend the profit distribution policy shall be submitted to the Board and shareholders' meeting for consideration. When the Board considers a proposal for amendment of the profit distribution policy, it shall be approved by voting by over half of all the members of the audit and supervision committee and not less than two-thirds of all directors of the Board.
When the shareholders' meeting considers a proposal for amendment of the profit distribution policy, it shall be approved by not less than two-thirds of the voting rights held by shareholders attending the shareholders' meeting. The Profit Distribution and Return Plan for the Next Three Years (Year 2026-2028) is subject to the consideration at the Company's shareholders' meeting.
