China Metal Resources Utilization Limited — Share Issue/Capital Change 2017

Dec 12, 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.

==> picture [115 x 53] intentionally omitted <==

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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board of directors (the “ Board ”) of China Metal Resources Utilization Limited (the “ Company ”, together with its subsidiaries, collectively the “ Group ”) hereby announces that on 12 December 2017 (the “ Date of Grant ”), the Company granted 29,564,000 share options (the “ Share Options ”) to certain eligible participants (the “ Grantees ”) subject to acceptance of the Grantees under the share option scheme adopted by the Company on 28 January 2014 and based on the shareholders’ resolutions passed on 9 June 2015 of the Refreshment of the 10% Share Option Scheme Limit. The Grantees are entitled, subject to the terms and conditions of grant and upon exercise, to subscribe for an aggregate of 29,564,000 shares of the Company with nominal value of HK$0.10 per share (the ‘‘ Shares ’’), representing approximately 1.20% of the total 2,466,900,969 Shares in issue as at the Date of Grant.

The purpose of the grant of share options is to encourage the relevant suppliers to achieve their procurement targets of a total of 866,900 tones as stated in the 13-month procurement agreements and encourage the relevant customers to achieve their purchase targets of a total of 611,300 tones as stated in the 13-month sales agreements respectively. The relevant suppliers should be entitled to 20 Share Options for each tone of scrap copper raw material supplied to the Group, the relevant customers should also be entitled to 20 Share Options for each tone of copper products purchased from the Group.

A summary of such grant is set out below:

Date of grant:	12 December 2017
Exercise price of Share Options granted:	HK$3.70 per Share
Number of Share Options granted:	29,564,000
Closing price of the Shares on the Date of Grant:	HK$3.70 per Share

Average closing price of the Share for the five business days immediately preceding the Date of Grant:	HK$3.29 per Share
Vesting period of the Share Options:	The Share Options granted to each Grantee will vest on 31 March 2019, subject to the vesting/performance conditions set out below and each Grantee remaining an eligible person at the date of vesting of the Share Options.
Validity period of the Share Options:	The Share Options are exercisable for a period of 5 years from the date of vesting.
Vesting/Performance conditions:	Vesting of the Share Options is conditional upon the Grantees achieving their respective performance targets during the periods from 1 December 2017 to 31 December 2018. The number of vested Share Options for each Grantee shall be calculated at the end of 2018 as followed: 1. in the event that the Grantee is a supplier to the Group, in accordance with the ratio of the total volume of scrap copper raw material supplied by the relevant suppliers to the Group for the 13 months ending 31 December 2018 to the targeted volume of raw materials to be supplied by the relevant supplier as set out in the relevant procurement agreements for the 13 months ending 31 December 2018; or 2. in the event that the Grantee is a customer to the Group, in accordance with the ratio of the total volume of copper products purchased by the relevant customers from the Group for the 13 months ending 31 December 2018 to the targeted volume of copper products to be purchased by the relevant customers as set out in the relevant sales agreements for the 13 months ending 31 December 2018. Summary details of the performance targets and the vesting of Share Options will be disclosed in the annual report of the Company following the vesting of the Share Options.

None of the Grantees is a director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined under the Listing Rules) of any of them.

Each Share Option shall entitle the holder of the Share Options to subscribe for one Share upon exercise of such Share Option at an exercise price of HK$3.70 per Share, which is the highest of (i) the closing price of HK$3.70 per Share as stated in the daily quotation sheets issued by the Stock Exchange on 12 December 2017, being the Date of Grant; (ii) the average closing price of HK$3.29 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant; and (iii) the nominal value of the Shares.

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

Hong Kong, 12 December 2017

As at the date of this announcement, the Board 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.