China Metal Resources Utilization Limited — Major Shareholding Notification 2017

Dec 8, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

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CHINA METAL RESOURCES UTILIZATION LIMITED 中國金屬資源利用有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code : 1636)

INSIDE INFORMATION DISPOSAL OF SHARES BY CONTROLLING SHAREHOLDER

This announcement is made by China Metal Resources Utilization Limited (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Company was informed by Mr. Yu Jianqiu, the chairman and an executive director of the Company, and Epoch Keen Limited (" Epoch Keen "), a controlling shareholder (as defined under the Listing Rules) of the Company wholly owned by Mr. Yu Jianqiu, that on 8 December 2017:

• (i) Epoch Keen has entered into a conditional sale and purchase agreement with Taihe Group (Hong Kong) Limited (" Taihe "), pursuant to which Epoch Keen has agreed to sell, and Taihe has agreed to purchase 715,401,281 shares of the Company (" Shares "), representing approximately 29.0% of the issued share capital of the Company, at HK$3.0 per share;

• (ii) Mr. Yu Jianqiu has entered into a conditional sale and purchase agreement with Silvery Boom Limited (" Silvery Boom "), pursuant to which Mr. Yu Jianqiu has agreed to sell and Silvery Boom has agreed to purchase 30,964,000 Shares, representing approximately 1.26% of the issued share capital of the Company, at HK$3.0 per Share; and

• (iii) Mr. Yu Jianqiu has entered into a conditional sale and purchase agreement with Silvery Boom, pursuant to which Mr. Yu Jianqiu has agreed to sell and Silvery Boom has agreed to purchase the entire shareholding in Epoch Keen subsequent to the completion of the disposal as stated in (i) above, at a consideration reflecting an effective purchase price of HK$3.0 per Share in relation to the remaining 290,989,119 Shares held by Epoch Keen at the time of completion, representing approximately 11.8% of the issued share capital of the Company,.

  • ((i) to (iii), together, the " Disposals ")

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The Company has been informed by Mr. Yu Jianqiu and Epoch Keen that Taihe and Silvery Boom are unrelated to each other. To the knowledge of the Company, Taihe is not a connected person (as defined in the Listing Rules) of the Company prior to the Disposals. To the knowledge of the Company, Silvery Boom is wholly-owned by a director of the Company's indirectly wholly-owned subsidiary, and Silvery Boom's acquisition funds is not financed by Mr Yu Jianqiu. Following the completion of the Disposals, Mr. Yu Jianqiu will cease to hold any shares in the Company and will no longer be a controlling shareholder of the Company. It is expected that Taihe will at completion of the Disposal enter into an 18-month lock-up undertaking in favour of the Company.

The completion of the Disposals is subject to certain conditions under the relevant sale and purchase agreements. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

By order of the Board China Metal Resources Utilization Limited Mr. YU Jianqiu Chairman

Hong Kong, 8 December 2017

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely, Mr. Yu Jianqiu (Chairman), Mr. Kwong Wai Sun Wilson, Mr. Huang Weiping and Ms. Zhu Yufen; and three independent non-executive directors, namely, Mr. Lee Ting Bun Denny, Mr. Pan Liansheng and Ms. Ren Ruxian.

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