Corporate Governance-Zijin Gold International

Zijin Gold International is committed to safeguarding the stable development of its global business through high-standard corporate governance. The Company is dedicated to building a governance structure with clear responsibilities, effective checks and balances, and a high degree of independence and diversity, strengthening a comprehensive and fully integrated risk management system, and adhering to the tax laws and transparency requirements of the jurisdictions in which it operates, thereby laying a solid foundation for long-term value creation and shared value for stakeholders.

BOARD COMMITTEE STRUCTURE

Sustainable Development and Risk Management Committee

The Sustainable Development and Risk Management Committee comprises six members, including three executive directors, one non-executive director and two independent non-executive directors. The Committee assists the Board in fulfiling its supervisory duties regarding the Company's sustainability (including environmental, social and governance ("ESG") and related matters) and comprehensive risk management, conducts research and makes recommendations on policies related to sustainability and ESG, with a view to further improving the corporate governance system, strengthening the risk prevention and control mechanism, enhancing ESG management levels, and achieving the Company's sustainable development goals.

Audit Committee

The Audit Committee comprises three members, all of whom are independent non-executive directors to ensure a high level of independent oversight capability. The purpose of the Committee is to assist and advise the Board in establishing formal and transparent arrangements to consider how the Board should apply financial reporting and internal control principles and maintain an appropriate relationship with the Company' s auditor to ensure compliance with the relevant legal and regulatory requirements.

Nomination Committee

The Nomination committee comprises three members, including one non-executive director and two independent non-executive directors, with a majority of independent non-executive directors. The purpose of the Committee is to identify, consider and recommend to the Board appropriate candidates to serve as directors of the company, to oversee the process for evaluating the performance of the Board, to develop and recommend to the Board the nomination guidelines, which shall be consistent with any applicable laws, regulations and listing standards.

Remuneration Committee

The Remuneration Committee comprises three members, including one non-executive director and two independent non-executive directors and is chaired by an independent non-executive director. This ensures a high degree of independence in remuneration decisions, avoids conflicts of interest,and enables the Committee to effectively discharge its oversight responsibilities.

Articles of Association

Terms of Reference of Board Committees

Procedures for Shareholders to Propose a Person for Election as a Director of the Company

Directors of Subsidiaries

Anti-corruption Policy & Whistleblowing Policy

Anti-corruption Policy

The Company consistently upholds high ethical standards and is committed to conducting business in a compliant, professional and honest manner, believing that integrity is the cornerstone of corporate development. The Company maintains a “zero tolerance” stance against any form of bribery and corruption. To this end, the Company has formulated a comprehensive anti-corruption policy to further regulate integrity in professional conduct, enhance awareness of self-discipline, strengthen the Company’s anti-corruption and clean governance work, promote the healthy and sustainable development of the Company and safeguard the corporate image.

Whistleblowing Policy

To implement transparent management and effectively deter improper conduct, the Company has established and implemented the “Whistleblowing Policy”, which is aimed at providing alerts on potential, suspicious or actual misconduct within the organisation. The Company actively encourages employees, partners and other stakeholders to report any behaviour that violates the laws of the project locations, industry standards or the Company’s internal policies.

The Company has established an objective, confidential and independent whistleblowing and investigation mechanism. Whistleblowers can submit complaints via the dedicated email account whistleblowing@zijingoldintl.com, ensuring that the investigation process is conducted without prejudice against the whistleblower or witnesses. To earn the trust of stakeholders, we protect whistleblowers from retaliation and manage whistleblowing information as confidential documents through strict measures such as designated personnel oversight, encrypted archiving and the redaction of whistleblowers’ personal information. Whistleblowers have the right to report anonymously. The Company will seriously deal with any personnel who threaten or carry out acts of retaliation; those whose actions constitute a criminal offense will be referred to judicial authorities for prosecution. Furthermore, we have established a conflict-of-interest avoidance mechanism, where personnel handling the matter should proactively apply for recusal if they have an interest in the content of the report.