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POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 27 JUNE 2024 AND PAYMENT OF FINAL DIVIDEND

2024-06-28 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 part of the contents of this announcement.China Nonferrous Mining Corporation Limited中国有色矿业有限公司 (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 01258) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 27 JUNE 2024 AND PAYMENT OF FINAL DIVIDEND The Board is pleased to announce that all the resolutions as set out in the Notice were duly passed by poll at the AGM held on 27 June 2024.Reference is made to the circular (the “Circular”) and the notice (the “Notice”) of the annual general meeting (the “AGM”) dated 4 June 2024 of China Nonferrous Mining Corporation Limited (the “Company”). Unless otherwise defined terms used herein shall have the same meaning as defined in the Circular and the Notice. All Directors attended the AGM.The board of directors of the Company (the “Board”) is pleased to announce that all the resolutions as set out in the Notice were duly passed by poll at the AGM held on 27 June 2024. As at the date of the AGM the total number of issued shares of the Company was 3902036000 ordinary shares (the “Shares”) which was the total number of eligible Shares that entitled the shareholders of the Company (the “Shareholders”) to attend and to vote at the AGM.As stated in the Circular CNMC is a connected person of the Company which indirectly owns an aggregate of approximately 66.63% of the issued share capital of the Company (2600000000 Shares) through CNMD and has a material interest in the transactions contemplated under resolution numbers 8 and 9 in the table below therefore CNMD and its associates were required to and did abstain from voting on such resolutions at the AGM. Accordingly the total number of Shares entitling the Independent Shareholders to attend and vote on resolution numbers 8 and 9 at the AGM was 1302036000 Shares representing approximately 33.37% of the total number of Shares in issue. 1Saved as disclosed above there was no other Shareholder that was required to abstain from voting in respect of the resolutions at the AGM and there were no other restrictions on any Shareholders casting votes on any of the proposed resolutions at the AGM. There was no Share entitling any Shareholder to attend but abstain from voting in favour of the resolutions proposed at the AGM pursuant to Rule 13.40 of the Listing Rules. There was no party who had stated his/her/its intention in the Circular to vote against or abstain from voting on the resolutions proposed at the AGM.The total number of Shares represented by the Independent Shareholders attending the AGM were 671119623 Shares representing approximately 51.54% of the total number of Shares entitling the Independent Shareholders to attend and vote on resolution numbers 8 and 9 at the AGM (1302036000 Shares).The total number of Shares represented by the Shareholders attending the AGM were 2986312423 Shares representing approximately 76.53% of the total number of Shares entitling the Shareholders to attend and vote on the resolution numbers 1 to 7 at the AGM (3902036000 Shares).The Company’s share registrar Computershare Hong Kong Investor Services Limited was appointed as the scrutineer for the poll at the AGM. The following are the poll results of the resolutions passed at the AGM: Number of Shares (% of voting Shares Ordinary Resolutions at the AGM) For Against 1. To receive and consider the audited consolidated 2985109423 1203000 financial statements and the reports of the 99.96% 0.04% directors of the Company and independent auditor for the year ended 31 December 2023. 2. To declare a final dividend of US?2.9702 per 2986312423 0 share of the Company for the year ended 31 100.00% 0.00% December 2023. 3. (a) To re-elect the Directors: (i) to re-elect Ms. Yani GONG as a 2975211486 11100937 non-executive Director; 99.63% 0.37% (ii) to re-elect Mr. Dingfan QIU as an 2955539431 30772992 independent non-executive Director; 98.97% 1.03% 2Number of Shares (% of voting Shares Ordinary Resolutions at the AGM) For Against (iii) to re-elect Mr. Guangfu GAO as an 2968986101 17326322 independent non-executive Director; 99.42% 0.58% and (iv) to re-elect Mr. Huanfei GUAN as an 2887747510 98564913 independent non-executive Director; 96.70% 3.30% and (b) t o a u t h o r i s e t h e B o a r d t o f i x t h e 2984725195 1587228 remuneration of each Director. 99.95% 0.05% 4. To re-appoint KPMG as the auditor of the 2986312423 0 Company and to authorise the Board to fix its 100.00% 0.00% remuneration. 5. To consider and approve the proposal on the 2775429212 210883211 general mandate to the Directors to exercise all 92.94% 7.06% the powers of the Company to allot issue and deal with new Shares (Ordinary resolution 5 as set out in the Notice). 6. To consider and approve the proposal on the 2986312423 0 general mandate to the Directors to exercise all 100.00% 0.00% the powers of the Company to buy-back or otherwise acquire Shares (Ordinary resolution 6 as set out in the Notice). 7. To add the aggregate number of Shares which are 2775895790 210416633 bought-back or otherwise acquired under the 92.95% 7.05% general mandate in resolution 6 by the Company to the aggregate number of Shares which may be issued under the general mandate in resolution 5 (Ordinary resolution 7 as set out in the Notice). 8. To approve the revision of annual caps under the 667327483 3792140 2023 Mutual Supply Framework Agreement for 99.43% 0.57% the financial years ending 31 December 2024 31 December 2025 and 31 December 2026 and the transactions contemplated thereunder (Ordinary resolution 8 as set out in the notice of AGM). 3Number of Shares (% of voting Shares Ordinary Resolutions at the AGM) For Against 9. To approve ratify and confirm the Financial 526280985 144838638 Services Framework Agreement dated 27 May 78.42% 21.58% 2024 entered into between the Company and CNMC Finance in relation to the provision of certain financial services by CNMC Finance to the Company and its subsidiaries (including its representative entities in mainland China) and to approve the relevant annual caps and the transactions contemplated thereunder (Ordinary resolution 9 as set out in the Notice).Note: The full text of these resolutions are set forth in the Notice.As more than 50% of the votes were cast in favour of resolution numbers 1 to 9 resolution numbers 1 to 9 were passed as ordinary resolutions.PAYMENT OF FINAL DIVIDEND In relation to the resolution number 2 above the Final Dividend will be paid on or around 15 July 2024 to the Shareholders whose names appear on the register of members of the Company on Thursday 4 July 2024. The register of members of the Company will be closed on Thursday 4 July 2024 and no transfer of Shares will be registered on that day. In order to be qualified for the Final Dividend all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar Computershare Hong Kong Investor Services Limited at Shops 1712– 1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not later than 4:30 p.m. on Wednesday 3 July 2024 for registration. The Shares will be traded on an ex-dividend basis on Tuesday 2 July 2024.The HK$ equivalent of the Final Dividend US?2.9702 is HK$0.231916 per share which is based on average exchange rate of US$ against HK$ at US$1 to HK$7.8081 as announced by The Hongkong and Shanghai Banking Corporation Limited on 27 June 2024. By Order of the Board China Nonferrous Mining Corporation Limited Chaoran ZHU and Man Yi WONG Joint Company Secretaries 27 June 2024 As at the date of this announcement the Board comprises Mr. He YANG as an executive Director; Mr. Yaoyu TAN and Ms. Yani GONG as non-executive Directors; and Mr. Dingfan QIU Mr. Guangfu GAO and Mr. Huanfei GUAN as independent non-executive Directors.* Translation of English or Chinese terms for reference purpose only. 4