PDF《江西铜业股份有限公司》

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1 ― 江西铜业股份有限公司JIANGXI COPPER COMPANY LIMITED (a Sino-foreign joint venture joint stock limited company incorporated in the People'

s Republic of China) (Stock Code : 0358) Overseas Regulatory Announcement and Change of Company Secretary The Company and all members of its board of directors warrant the authenticity, accuracy and completeness of the information contained in this announcement, and jointly and severally accept full responsibility for any misrepresentation, misleading statement or material omissions contained in this announcement.

THE 24TH MEETING OF THE THIRD SESSION OF THE BOARD The twenty-fourth meeting (the Meeting ) of the third session of the board of directors (the Board ) of Jiangxi Copper Company Limited (the Company ) was convened on

19 April,

2006 at the Conference Room of the Company. There were eight directors present at the Meeting, five of whom attended the Meeting by way of telephone conference. A quorum as set out in the provision of the Articles of Association of the Company was present. The Meeting was convened and chaired by Mr. He Changming (Chairman). The convening of the Meeting complied with the relevant rules and regulations and the Articles of Association of the Company. After consideration by the directors at the Meeting (including the independent non- executive directors), the following resolutions were passed : 1. the financial statements prepared in accordance with the international accounting standards and the PRC accounting standard, the auditor'

s report, the

2005 annual report and its summary, report of the Board, report from the Chairman and report on corporate governance were approved. The financial statements and auditor'

s report and report from the Board will be submitted to the shareholders for approval at the annual general meeting of the Company for the year

2005 to be held on

15 June,

2006 (the AGM );

2. the Chinese and English versions of the result announcement of the Company for the year

2005 were approved and authorization was given to any one director or the secretary or the securities representative of the Company;

to deliver the announcements and the notice of AGM to the The Stock Exchange of Hong Kong Limited, the London Stock Exchange and the Shanghai Stock Exchange and to arrange for publication on their website;

to amend the result announcement, if required and to publish the result announcement on the designated newspapers in the places where the shares of the Company are listed;

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2 ― 3. the expiry of the third session of the Board was noted. The Board nominated candidates for the fourth session of the Board and agreed to submit these candidates for election at the AGM and agreed to seek authorization from shareholders for entering into service contracts or appointment letters with these directors and to deal with other relevant matters. The shareholder holding more than 5% of the total issued share capital of the Company nominated Mr. He Changming, Ms. Qi Huaiying, Mr. Li Yihuang, Mr. Wang Chiwei, Mr. Wu Jinxing, Mr. Gao Jianmin and Mr. Liang Qing as executive directors and Mr. Kang Yi, Mr. Yin Hongshan, Mr. Tu Shutian and Ms. Zhang Xin as independent directors. Biographical details of all candidates will be set out in a circular to be dispatched to holders of H Shares on or about

28 April,

2006 (the Circular );

4. the expiry of the term of service of the supervisors representing the shareholders and employees and staff of the Company was noted and it is required to form the fourth session of the supervisory committee. The shareholder holding more than 5% of the total issued share capital of the Company nominated Mr. Wang Maoxian, Mr. Li Ping and Mr. Gan Chengjiu as supervisors representing the shareholders of the Company. The committee representing the employees and staff of the Company nominated Mr. Li Baomin and Mr. Wu Faliang as supervisors representing the employees and staff of the Company. It was agreed to submit these candidates for election at the AGM and agreed to seek authorization from shareholders for entering into service contracts or appointment letters with these supervisors and to deal with other relevant matters. Biographical details of all candidates will be set out in the annual report of the Company for the year 2005;