Zhongjin Gold updates articles of association for corporate governance overhaul

Zhongjin Gold Corp. (SSE:600489) will hold a second extraordinary general meeting on December 22, 2025, to vote on significant revisions to its Articles of Association, as well as updated rules for its Shareholders' Meeting and Board of Directors' Deliberation. These changes, approved by the board on December 5, 2025, aim to comply with the "Company Law of the People's Republic of China" effective July 1, 2024, and directives from the China Securities Regulatory Commission and Shanghai Stock Exchange.

The proposed amendments include integrating "employees" as a stakeholder group, clarifying the legal representative's appointment and alteration, and updating rules on share issuance, capital increases, repurchases, and transfers. Key governance adjustments include revising the powers of the Shareholders' Meeting, the procedures for convening and presiding over meetings, and rules for related-party transactions and proxy voting. New sections will also regulate independent directors and specialized committees, with the Audit Committee assuming the legal functions of the former Supervisory Board.

The revisions also encompass changes to financial accounting, profit distribution, and internal audit policies, including how capital reserves can offset losses and dividend distribution criteria. The updates further refine regulations for mergers, divisions, capital increases, reductions, dissolution, and liquidation. All proposals passed the board with 100% approval, with certain directors abstaining on performance-related items.