China Nonferrous Mining Corporation Limited (CHINFMINING) disclosed that shareholders approved a special resolution on 25 June 2026 to adopt an entirely new Articles of Association, replacing the previous version in full. Key features of the updated charter are summarised below.

1. Corporate Structure • The company name, limited-liability status, and Hong Kong place of incorporation remain unchanged. • The liability of members continues to be limited to any amount unpaid on their shares.

2. Share Capital & Treasury Shares • Unissued shares remain at the board’s disposal, subject to Hong Kong Companies Ordinance and Listing Rules. • The board is empowered to issue redeemable shares, warrants, and options, and may hold repurchased shares as treasury stock or cancel them. • Share transfers are unrestricted for fully-paid shares, with the board retaining the right to refuse registration of partly-paid shares under defined conditions.

3. General Meetings • Annual general meetings must be held within six months after each financial year-end. • The company formally incorporates physical, hybrid and fully virtual meeting formats, with detailed procedures covering quorum, voting and technology failures. • Members retain the right to speak and vote, except where restricted by Listing Rules.

4. Board Composition & Independence • The board must have at least two directors, with no upper limit. • Independent non-executive directors (INEDs) must represent not less than one-third of the board. • Directors retire by rotation at least once every three years and are eligible for re-election.

5. CNMC-Related Transactions • Matters involving transactions between CHINFMINING and parent group China Nonferrous Metal Mining (Group) Co., Ltd. (CNMC) or its close associates require approval by a majority of INEDs and any non-CNMC-affiliated directors, with overlapping directors abstaining.

6. Director Duties & Conflicts • Detailed provisions govern director interests, voting restrictions, alternate directors, and indemnification. • Directors may be reimbursed for reasonable expenses and are eligible for special remuneration for additional services.

7. Dividend Policy & Capital Management • Dividends may be declared only out of distributable profits, ensuring the company remains solvent post-distribution. • Scrip dividend and capitalisation options are available, subject to shareholder election procedures.

8. Communication & Record Dates • Corporate communications can be delivered in electronic form, by posting on the company’s website, or through other means permitted by law, after obtaining member consent. • The board may set record dates for dividends or corporate actions independent of the declaration date.

9. Winding-Up & Indemnity • In liquidation, assets may be distributed in specie with requisite member approvals, and directors and officers are indemnified against liabilities incurred in the course of their duties, subject to statutory limits.

10. Effective Date • The new Articles of Association took effect immediately upon shareholder approval on 25 June 2026.

The comprehensive overhaul aligns CHINFMINING’s constitutional documents with Hong Kong’s latest regulatory requirements, clarifies shareholder rights, and strengthens governance standards. No financial figures were disclosed in connection with this update.