Core Viewpoint - Luoyang Molybdenum Co., Ltd. held its 2024 annual shareholders' meeting, where key personnel changes were announced, including the election of Liu Jianfeng as the chairman of the board, amidst discussions on cobalt exports from the Democratic Republic of Congo and the acquisition of Lumina Gold [1][6]. Personnel Changes - The company announced significant personnel changes, including the resignation of Chairman Yuan Honglin and Vice Chairman Li Zhaochun, with Qu Zhaoyang appointed as Executive Vice President and COO, and Liu Jianfeng as Chief Investment Officer [3][6]. - Liu Jianfeng and Qu Zhaoyang addressed shareholder questions during the meeting, emphasizing their commitment to enhancing operational efficiency and strategic acquisitions [4][6]. Cobalt Export Situation - The Democratic Republic of Congo announced a four-month suspension of cobalt exports, which is significant as the country accounts for 76% of global cobalt production. Luoyang Molybdenum is the world's largest cobalt producer, operating two major mines in the region [4][6]. - The company is closely monitoring the cobalt export situation and is in communication with relevant authorities, acknowledging the uncertainty surrounding potential extensions of the export suspension [4][6]. Acquisition of Lumina Gold - Luoyang Molybdenum plans to acquire all issued and unissued common shares of Lumina Gold for approximately CAD 581 million. Lumina Gold owns the Cangrejos gold project in Ecuador, which has significant resource potential [5][6]. - The Cangrejos project is considered a "greenfield project," marking a shift from the company's previous strategy of acquiring existing assets. The project is currently in the preliminary research stage [5][6]. Future Outlook - The new management team aims to enhance resource development and operational efficiency, with a focus on optimizing mining processes and reducing costs [4][6]. - The company is committed to expanding its resource reserves and coverage, with Liu Jianfeng highlighting the team's confidence in achieving long-term growth [7].

Group 1 - The company is named Luoyang Luanchuan Molybdenum Industry Group Co., Ltd., and it was established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The company was founded on August 25, 2006, and registered with the Market Supervision Administration of Luoyang City, obtaining a business license [2][3] - The company issued H-shares to the public for the first time on March 8, 2007, with a total of 1,191,960,000 shares, and issued RMB ordinary shares on July 13, 2012, totaling 200,000,000 shares [2][3] Group 2 - The company's registered capital is RMB 4,278,862,035.2 [2] - The company is a permanent joint-stock company, and its legal representative is appointed from the board of directors or management [3] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [3] Group 3 - The company's business purpose is to maximize shareholder interests while providing quality service and adhering to the principles of a socialist market economy [5] - The company's business scope includes the mining, smelting, and deep processing of tungsten and molybdenum products, as well as the export of related chemical products [5] Group 4 - The company’s shares are issued in the form of stocks, with each share having a par value of RMB 0.2 [6][7] - The total number of shares issued by the company is 21,394,310,176, with A-shares accounting for 81.61% of the total [7][8] - The company can issue shares to both domestic and foreign investors, with domestic shares referred to as "internal shares" and foreign shares as "external shares" [6][7] Group 5 - The company can increase its capital through various means, including issuing convertible bonds and employee stock ownership plans [9][12] - The company is allowed to repurchase its shares under specific circumstances, such as reducing registered capital or merging with other companies [10][12] Group 6 - Shareholders have the right to sue the company based on the company’s articles of association, and the company can also sue shareholders and management [4][5] - The company’s articles of association serve as a legally binding document for the company, shareholders, and management [3][5]

Core Viewpoint - Luoyang Molybdenum Group Co., Ltd. plans to cancel repurchased shares and reduce registered capital, following the approval of relevant board meetings [1][2]. Group 1: Share Cancellation and Capital Reduction - The company will cancel 104,930,443 shares from its repurchase account, reducing total share capital from 21,499,240,619 shares to 21,394,310,176 shares [1]. - Registered capital will decrease from 4,299,848,123.8 yuan to 4,278,862,035.2 yuan as a result of the share cancellation [1]. Group 2: Notification to Creditors - The company notifies creditors that they have 30 days from receiving the notice, or 45 days from the announcement date if no notice is received, to claim debts or request guarantees [2]. - Creditors must provide valid debt documents and related evidence to the company to exercise their rights [2].

Core Viewpoint - The company has appointed Mr. Chen Xingyao as the Vice President and Chief Financial Officer, effective until the date of this announcement, with no prior shareholding in the company and meeting all legal qualifications for senior management [1]. Group 1: Appointment Announcement - The board of directors held meetings to approve the appointment of senior management personnel [1]. - Mr. Chen Xingyao's appointment is welcomed by the board [1]. Group 2: Executive Profile - Mr. Chen Xingyao holds a master's degree in materials science from Beihang University, an MBA from Tsinghua University, and an EMBA from CEIBS, along with being a certified public accountant [1]. - His previous roles include positions at New Hope Investment Co., Ltd., Shandong New Hope Liuhe Group Co., Ltd., and he is currently an independent director at JD Health [1]. - He has extensive experience in financial system construction, overseas fund planning, and resource integration across industry sectors [1].

Group 1 - The legal opinion letter is issued by Shanghai Tongli Law Firm regarding the amendment proposal of the Articles of Association of Luoyang Luanchuan Molybdenum Industry Group Co., Ltd. [2][4] - The proposal involves changes to the company's registered capital and the Articles of Association, which have been approved by the company's board and various shareholder meetings [3][4] - The registered capital is revised from RMB 4,299,848,123.8 to RMB 4,278,862,035.2, and the total number of shares is adjusted from 21,499,240,619 to 21,394,310,176 [3][4] Group 2 - The proportion of A-shares is reduced from 81.70% to 81.61%, while the proportion of H-shares increases from 18.30% to 18.39% [3] - The legal opinion confirms that the amendment proposal complies with the relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [4]

Core Points - The company held its third temporary board meeting of the seventh session on May 30, 2025, where all eight directors participated and unanimously agreed to waive the notice period for the meeting [1][2] - Liu Jianfeng was elected as the chairman of the board and legal representative, with a term lasting until the annual general meeting in 2026 [1][2] - The board approved the adjustment of the specialized committee members, with Liu Jianfeng appointed as the chairman of the investment committee [2][3] - Chen Xingyao was appointed as the vice president and chief financial officer, with a term until the annual general meeting in 2026 [2][3] - The board approved a salary scheme for senior management, which includes a base salary and annual bonus based on company performance and individual evaluations [3][4] - The board authorized the chairman or CFO to manage idle funds for purchasing structured deposits and financial products, as well as handling external guarantees and debt financing tools [4][5] Management Profiles - Liu Jianfeng, born in January 1977, holds degrees in economics, law, and an MBA. He has over 20 years of experience in the natural resources sector and has held various senior positions, leading significant multinational mergers and resource integration projects [5] - Chen Xingyao, with a master's degree in materials science and an MBA, has extensive experience in financial management and resource integration, having served in various leadership roles prior to joining the company in April 2025 [5]

Meeting Overview - The annual general meeting was held on May 30, 2025, at the Luoyang International Hotel, Henan Province [1] - A total of 2,888 A-share shareholders and 3 H-share shareholders attended the meeting, representing 63.18% of the total shares [1] Voting Results - All resolutions were passed with significant majority votes. For instance, the first resolution received 99.63% approval from ordinary shareholders [1] - A-share shareholders voted 87.76% in favor of the resolutions, while H-share shareholders voted 11.88% in favor [1][2] Shareholder Participation - A-share shareholders held a total of 11,872,268,852 shares, accounting for 55.49% of the total shares, while H-share shareholders held 1,644,224,655 shares, accounting for 7.69% [1] - The participation of A-share shareholders was notably higher compared to H-share shareholders, indicating a stronger engagement from domestic investors [1] Legal Compliance - The meeting was presided over by Chairman Yuan Honglin and complied with the Company Law and the company's articles of association [1] - The voting procedures and results were confirmed to be legally valid and effective by the attending legal representatives [6] Resolutions Passed - Key resolutions included the profit distribution plan for 2024, the appointment of external auditors for 2025, and the use of idle funds for financial products [5] - The resolutions received overwhelming support, with the majority of votes exceeding 99% in favor [2][5]

Core Viewpoint - The legal opinion letter confirms that the procedures for the shareholder meetings of Luoyang Luanchuan Molybdenum Co., Ltd. are in compliance with relevant laws and regulations, and the voting results are valid and legal [1][10]. Group 1: Meeting Procedures - The company has announced the shareholder meetings for 2024 and 2025, ensuring that all shareholders were notified at least twenty days prior to the meetings [2][3]. - The meetings will be conducted through a combination of on-site and online voting, with specific time slots designated for each voting method [3]. Group 2: Attendance and Voting - A total of 2,891 participants attended the 2024 annual meeting, representing 13,516,493,507 shares, which is 63.18% of the total voting shares [3]. - For the 2025 first A-share meeting, 2,888 participants represented 11,872,268,852 shares [4]. - The 2025 first H-share meeting had 3 participants representing the voting shares [5]. Group 3: Voting Results - The voting for the 2024 annual meeting included several key proposals, all of which were approved, including the annual report and profit distribution plan [6][9]. - The voting results for the 2025 first A-share and H-share meetings also showed that all proposed resolutions were passed, including capital reduction and amendments to the company’s articles of association [8][9]. Group 4: Legal Conclusion - The legal opinion concludes that the convening, attendance, and voting procedures of the shareholder meetings are in accordance with the law and the company's articles of association, affirming the legality of the voting results [10].

案。 根据董事会各专门委员会人员组成的相关规定，结合公司董事会 成员的技能及经验，董事会同意调整第七届董事会各专门委员会成 员，具体情况如下： 股票代码：603993 股票简称：洛阳钼业 编号：2025—033 洛阳栾川钼业集团股份有限公司 第七届董事会第三次临时会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导 性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法 律责任。 洛阳栾川钼业集团股份有限公司（以下简称"本公司"或"公司"） 第七届董事会第三次临时会议通知于2025年5月30日以电子邮件方式 发出，会议于2025年5月30日以传阅方式召开。会议应参加董事8名， 实际参加董事8名。全体董事一致同意豁免会议通知时限。本次会议 的召集、召开符合相关法律法规和本公司《公司章程》及有关规定， 会议决议合法、有效。会议审议通过如下议案： 一、审议通过关于选举本公司第七届董事会董事长的议案。 董事会同意选举刘建锋先生为公司第七届董事会董事长，同时担 任公司法定代表人，任期至公司 2026 年年度股东大会召开之日止。 该议案的表决结果为：8 票赞成, 0 票反对, 0 票弃权。 二 ...

（于中华人民共和国注册成立的股份有限公司） （HK：03993 SH：603993） 公司章程 （于二零二五年五月三十日以特别决议案方式通过修订并于同日生效） （本章程中英文版本如有歧义，概以中文版本为准） 1 | | | | 第一章 | 总则 4 | | | --- | --- | --- | | 第二章 | 经营宗旨和范围 6 | | | 第三章 | 股份 6 | | | 第一节 | 股份发行 6 | | | 第二节 | 股份增减和回购 8 | | | 第三节 | 股份转让 | 10 | | 第四章 | 股东和股东大会 12 | | | 第一节 | 股东 | 12 | | 第二节 | 股东大会的一般规定 | 15 | | 第三节 | 股东大会的召集 | 18 | | 第四节 | 股东大会的提案与通知 | 20 | | 第五节 | 股东大会的召开 | 23 | | 第六节 | 股东大会的表决和决议 | 27 | | 第五章 | 类别股东表决的特别程序 33 | | | 第六章 | 董事会 36 | | | 第一节 | 董事 | 36 | | 第二节 | 董事会 | 41 | | 第三节 | 董事会专门委员会 ...