China Metal Resources Utilization Limited — Capital/Financing Update 2014

Mar 16, 2014

Unless otherwise defined in this announcement, terms defined in the prospectus of China Metal Resources Utilization Limited (the “ Company ”) dated February 11, 2014 (the “ Prospectus ”) have the same meanings when used in this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. The information contained herein does not, and does not intend to, constitute an offer to sell or an invitation or solicitation of an offer to buy or subscribe for the securities of our Company in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the “ US Securities Act ”), or an applicable exemption from the registration requirements of the US Securities Act. No public offering of securities will be made in the United States.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is made pursuant to the requirement under section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

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China Metal ResouRCes utilization liMited 中國金屬資源利用有限公司

(a company incorporated under the laws of the Cayman Islands with limited liability)

(stock Code: 1636)

PaRtial eXeRCise oF oVeR-allotMent oPtion, staBilizinG aCtions and end oF staBilization PeRiod

The Company announces that the Over-allotment Option described in the Prospectus was partially exercised by the Sole Global Coordinator (on behalf of the International Underwriters) on 14 March 2014 in respect of an aggregate of 6,824,000 Shares, representing approximately 1.10% of the Offer Shares initially available under the Global Offering. The 6,824,000 Shares will be issued and allotted by the Company at HK$1.13 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

The Company further announces that the stabilization period in connection with the Global Offering ended on March 16, 2014, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. The stabilizing actions undertaken during the stabilization period were:

• (1) over-allocations of an aggregate of 92,760,000 Shares in the International Placing, representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;

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• (2) the Stock Borrowing Agreement entered into between Epoch Keen Limited and the Stabilization Manager on 14 February 2014 pursuant to which Epoch Keen Limited agreed to lend to the Stabilization Manager up to 92,760,000 Shares to cover over-allocations in the International Placing;

• (3) the purchase of an aggregate of 85,936,000 Shares in the price range of HK$0.86 to HK$1.03 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period, which will be returned to Epoch Keen Limited on 18 March 2014; and

• (4) the partial exercise of the Over-allotment Option in respect of 6,824,000 additional Shares, representing approximately 1.10% of the Offer Shares initially available under the Global Offering.

The last purchase made by the Stabilization Manager on the market during the course of the stabilization period was on 14 March, 2014 at the price of HK$0.88 per Share.

1. PaRtial eXeRCise oF the oVeR-allotMent oPtion

The Company announces that the Over-allotment Option described in the Prospectus was partially exercised by the Sole Global Coordinator on 14 March 2014 in respect of an aggregate of 6,824,000 Shares (the “ over-allotment shares ”), representing approximately 1.10% of the Offer Shares initially available under the Global Offering. The 6,824,000 Shares will be issued and allotted by the Company at HK$1.13 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering. The Over-allotment Shares will be returned to Epoch Keen Limited, the lender of the Shares pursuant to the Stock Borrowing Agreement.

Immediately after the issuance and allotment of the Over-allotment Shares, the public float will be approximately 29.70%.

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The shareholding structure of our Company immediately before and immediately after the issue and allotment by our Company of the Over-allotment Shares is as follows:

Epoch Keen LimitedFirst Harvest GlobalLimitedSilver HarvestHoldings LimitedGold Wide EnterprisesLimitedSilvery Boom LimitedPraise Get LimitedOcean ThroughLimitedCheung Ying KwanKwong Wai SunWilsonChan Ngai ChiOther PublicShareholders	immediately before the issue ofthe over-allotment sharesnumber ofsharesapproximatepercentage ofour Company’sissued sharecapital958,574,40045.7%167,952,4008.0%103,205,2004.9%102,963,0004.9%68,682,6003.3%22,904,0001.1%39,401,6001.9%6,633,2000.3%4,772,6000.2%4,772,6000.2%618,460,00029.5%2,098,321,600100.0%	immediately before the issue ofthe over-allotment sharesnumber ofsharesapproximatepercentage ofour Company’sissued sharecapital958,574,40045.7%167,952,4008.0%103,205,2004.9%102,963,0004.9%68,682,6003.3%22,904,0001.1%39,401,6001.9%6,633,2000.3%4,772,6000.2%4,772,6000.2%618,460,00029.5%2,098,321,600100.0%	immediately before the issue ofthe over-allotment sharesnumber ofsharesapproximatepercentage ofour Company’sissued sharecapital958,574,40045.7%167,952,4008.0%103,205,2004.9%102,963,0004.9%68,682,6003.3%22,904,0001.1%39,401,6001.9%6,633,2000.3%4,772,6000.2%4,772,6000.2%618,460,00029.5%2,098,321,600100.0%	immediately before the issue ofthe over-allotment sharesnumber ofsharesapproximatepercentage ofour Company’sissued sharecapital958,574,40045.7%167,952,4008.0%103,205,2004.9%102,963,0004.9%68,682,6003.3%22,904,0001.1%39,401,6001.9%6,633,2000.3%4,772,6000.2%4,772,6000.2%618,460,00029.5%2,098,321,600100.0%	immediately after the issue ofthe over-allotment sharesnumber ofsharesapproximatepercentage ofour Company’sissued sharecapital958,574,40045.5%167,952,4008.0%103,205,2004.9%102,963,0004.9%68,682,6003.3%22,904,0001.1%39,401,6001.9%6,633,2000.3%4,772,6000.2%4,772,6000.2%625,284,00029.7%2,105,145,600100.0%
			percentage ofour Company’sissued sharecapital45.7%80%
		,,		.
		103,205,200		4.9%	103
		102,963,000		4.9%	102
		68,682,600		3.3%	68
			1.1%1.9%0.3%0.2%0.2%29.5%100.0%
Total

The net proceeds of approximately HK$7 million from the issue and allotment by the Company of the Over-allotment Shares will be used for the purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.

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2. staBilizinG aCtions and end oF staBilization PeRiod

The Company further announces that, pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong), the stabilization period in connection with the Global Offering ended on March 16, 2014 being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.

The stabilizing actions that have been taken by the Stabilization Manager during the stabilization period were:

• (1) over-allocations of an aggregate of 92,760,000 Shares in the International Placing, representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;

• (2) the Stock Borrowing Agreement entered into between Epoch Keen Limited and the Stabilization Manager on 14 February 2014 pursuant to which Epoch Keen Limited agreed to lend to the Stabilization Manager up to 92,760,000 Shares to cover overallocations in the International Placing;

• (3) the purchase of an aggregate of 85,936,000 Shares in the price range of HK$0.86 to HK$1.03 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period, which will be returned to Epoch Keen Limited on 18 March 2014; and

• (4) the partial exercise of the Over-allotment Option in respect of 6,824,000 additional Shares, representing approximately 1.10% of the Offer Shares initially available under the Global Offering.

The last purchase made by the Stabilization Manager on the market during the course of the stabilization period was on 14 March, 2014 at the price of HK$0.88 per Share.

The Company continues to comply with the public float requirements under Rule 8.08(1) (a) of the Listing Rules. No new Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rule 10.08 of the Listing Rules.

By Order of the Board China Metal Resources utilization limited Yu Jianqiu Chairman

Hong Kong, 16 March, 2014

As at the date of this announcement, the executive Directors of the Company are YU Jianqiu, LIU Hanjiu, KWONG Wai Sun Wilson, HUANG Weiping, ZHU Yufen; and the independent non-executive Directors of the Company are PAN Liansheng, LEE Ting Bun Denny, and LIU Rong.

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