Chifeng Jilong Gold Mining Group Limited (“CHIFENG GOLD”) has released its Fourth-Amended Articles of Association, approved by special resolution at the 2025 annual general meeting on 8 May 2026. The document establishes a revised corporate governance framework, updated capital information and a detailed dividend policy.

Key governance adjustments • Board composition is capped at 10 directors, with executive, non-executive and independent members; at least three directors must be independent. • An Audit Committee, comprising three non-executive directors (two independent), replaces the traditional Supervisory Committee and assumes full oversight of financial reporting, internal control and auditor appointment. • Additional standing committees include Strategy & Sustainability, Nomination and Remuneration & Appraisal. • Independent directors gain expanded authority to convene board or shareholder meetings, engage external advisers and publicly solicit voting rights when minority interests are at risk.

Capital structure • Registered capital is RMB 1.90 billion, equal to 1,900,411,178 ordinary shares with a par value of RMB 1.00 each. • A-shares total 1,663,911,378, representing 87.56% of the share count. • H-shares total 236.50 million, or 12.44% of the share count.

Share repurchase and major transactions • The Company may buy back shares only for specific purposes such as capital reduction, employee incentives or bond conversion; purchases related to incentives, bond conversion or value maintenance must be executed via centralised trading and, after repurchase, must be transferred or cancelled within three years. • Any single external guarantee exceeding 10% of net assets, or aggregate guarantees breaching 50% of net assets, require shareholder approval. • Asset acquisitions or disposals above 30% of total assets within 12 months must be approved at a general meeting.

Dividend and profit-distribution policy • CHIFENG GOLD favours cash dividends, targeting annual payouts and permitting interim dividends when conditions allow. • Cumulative cash dividends over any three-year period must reach at least 30% of the average annual distributable profit for those years. • Cash dividends are barred when audited reports carry modified opinions, when the debt-to-asset ratio exceeds 60%, or when net operating cash flow is negative. • Distribution must be completed within two months after approval by shareholders.

Shareholder rights and meeting procedures • Shareholders holding 10% of shares for 90 consecutive days can convene an extraordinary general meeting if the board fails to act. • Proposals from holders of at least 1% of shares can be added to meeting agendas with 10 days’ notice. • Separate counting and disclosure of minority shareholders’ votes is mandatory for material matters.

Internal controls and audit • A dedicated internal-audit function reports directly to the board and its Audit Committee, oversees risk management and prepares the annual internal-control evaluation. • The Articles require appointment of an external auditor each year, with remuneration set by shareholders.

Dissolution triggers • Statutory events include expiry of operating term, shareholder resolution, merger or division, licence revocation, or court-ordered dissolution. • Directors act as liquidators unless creditors request court intervention.

The Fourth-Amended Articles take effect immediately, superseding all prior versions and reinforcing CHIFENG GOLD’s commitment to transparent governance, shareholder protection and disciplined capital management.