CMOC Group Limited — Board/Management Information 2018

Aug 5, 2018

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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(Stock Code: 03993)

POLL RESULTS OF THE 2018 FIRST EXTRAORDINARY GENERAL MEETING HELD ON 3 AUGUST 2018 AND

APPOINTMENT OF DIRECTORS AND SUPERVISORS

References are made to the notice of the extraordinary general meeting (the “ EGM ”) and the circular (the “ Circular ”) of China Molybdenum Co., Ltd. * (the “ Company ”) dated 15 June 2018, containing details of the resolutions tabled before the EGM for Shareholders’ approval. Unless otherwise indicated, capitalized terms used herein have the same meanings as those defined in the Circular.

The Board is pleased to announce that the EGM was held on Friday, 3 August 2018 at Yunhe Meeting Room, Dockside Boutique Hotel, Wuzhen, Tongxiang, the People’s Republic of China.

I. ATTENDANCE OF THE EGM

The number of issued Shares of the Company as at the date of the EGM was 21,599,240,583 Shares, being the total number of Shares entitling the holders to attend and vote for or against any of the resolutions proposed at the EGM. Online voting method was provided to A Shareholders at the EGM.

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Shareholders and authorised proxies holding an aggregate of 11,540,027,350 Shares, representing approximately 53.42793% of the total issued Shares were present at the EGM. Among those Shareholders, A Shareholders and authorised proxies holding an aggregate of 10,386,440,381 A Shares, representing approximately 48.08706% of the total issued Shares were present at the EGM; H Shareholders and authorised proxies holding an aggregate of 1,153,586,969 H Shares, representing approximately 5.34087% of the total issued Shares were present at the EGM.

There were no Shares entitling the holders to attend and abstain from voting in favour at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No Shareholder was required under the Hong Kong Listing Rules to abstain from voting on any of the resolutions at the EGM and none of the Shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the EGM.

The holding of the EGM was in compliance with the requirements of the Company Law of the PRC and the provisions of the Articles of Association. The EGM was chaired by Mr. Li Chaochun, the Chairman of the Board.

II. VOTING RESULTS OF THE EGM

All resolutions were considered and passed at the EGM by way of open ballot of one share for one vote, and the voting results are as follows:

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	No. of votes (%)	No. of votes (%)	No. of votes (%)
		For	Against	Abstain
1.	“To consider and approve the proposal to re-elect Mr. Li Chaochun as an executive Director of the fifth session of the Board”	11,497,210,405 (99.62897%)	35,368,845 (0.30649%)	7,448,100 (0.06454%)
2.	“To consider and approve the proposal to re- elect Mr. Li Faben as an executive Director of the fifth session of the Board”	11,515,286,334 (99.78561%)	18,371,916 (0.15920%)	6,369,100 (0.05519%)
3.	“To consider and approve the proposal to re- elect Mr. Yuan Honglin as a non-executive Director of the fifth session of the Board”	11,395,879,258 (98.75089%)	137,778,992 (1.19392%)	6,369,100 (0.05519%)
4.	“To consider and approve the proposal to re- elect Mr. Ma Hui as a non-executive Director of the fifth session of the Board”	11,504,781,563 (99.69458%)	28,876,687 (0.25023%)	6,369,100 (0.05519%)

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SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	No. of votes (%)	No. of votes (%)	No. of votes (%)
		For	Against	Abstain
5.	“To consider and approve the proposal to re- elect Mr. Cheng Yunlei as a non-executive Director of the fifth session of the Board”	11,504,781,563 (99.69458%)	28,876,687 (0.25023%)	6,369,100 (0.05519%)
6.	“To consider and approve the proposal to elect Mr. Li Shuhua as an independent non- executive Director of the fifth session of the Board”	11,533,650,050 (99.94474%)	8,200 (0.00007%)	6,369,100 (0.05519%)
7.	“To consider and approve the proposal to elect Ms. Yan Ye as an independent non- executive Director of the fifth session of the Board”	11,533,650,050 (99.94474%)	8,200 (0.00007%)	6,369,100 (0.05519%)
8.	“To consider and approve the proposal to elect Mr. Wang Yougui as an independent non-executive Director of the fifth session of the Board”	11,533,647,050 (99.94471%)	11,200 (0.00010%)	6,369,100 (0.05519%)
9.	“To consider and approve the proposal to re- elect Mr. Zhang Zhenhao as a non-employee representative Supervisor of the fifth session of the Supervisory Committee”	11,467,408,678 (99.37072%)	66,249,572 (0.57409%)	6,369,100 (0.05519%)
10.	“To consider and approve the proposal to re- elect Ms. Kou Youmin as a non-employee representative Supervisor of the fifth session of the Supervisory Committee”	11,532,581,913 (99.93548%)	1,076,337 (0.00933%)	6,369,100 (0.05519%)
11.	“To consider and approve the proposed authorization to the Board to determine the remuneration of the Directors and the Supervisors”	11,533,497,050 (99.94341%)	11,200 (0.00010%)	6,519,100 (0.05649%)

Two representatives from the Shareholders, a representative from Llinks Law Offices, a representative from Deloitte Touche Tohmatsu Certified Public Accountants LLP and Ms. Kou Youmin, a supervisor of the Company, were appointed as the joint scrutineers for the vote-taking and vote-calculating at the EGM.

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Deloitte Touche Tohmatsu Certified Public Accountants LLP, the auditors of the Company, acted as the joint scrutineers and compared the poll results summary to the poll forms collected and provided by the Company. The work performed by Deloitte Touche Tohmatsu Certified Public Accountants LLP in this respect did not constitute an assurance engagement in accordance with China Standards on Auditing ( 中國註冊會計師審計準則 ), China Standards on Review Engagements ( 中國註冊會計師審閱準則 ) or China Standards on Other Assurance Engagements ( 中國註冊會計師其他鑒證業務準則 ) nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote.

III. ATTESTATION BY LAWYERS

The EGM was attested by Llinks Law Offices, which issued a legal opinion, certifying that the convening and procedures of the EGM, the qualification of the attendees, the qualification of the convener, and the voting procedures and results were in compliance with the relevant PRC laws and regulations and the Articles of Association. The resolutions passed at the EGM were lawful and valid.

IV. RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

As disclosed in the announcement of the Company dated 14 June 2018, Messrs. Bai Yanchun, Xu Shan and Cheng Gordon have ceased to act as Directors due to the expiration of the term of office of the fourth session of the Board with effect from the conclusion of the EGM. Messrs. Bai Yanchun, Xu Shan and Cheng Gordon are not aware of any disagreement with the Board and there is no matter that needs to be brought to the attention of the Shareholders.

The Company would like to express its sincerest respect and gratitude to Messrs. Bai Yanchun, Xu Shan and Cheng Gordon, who retired as independent nonexecutive Directors, for their faithful and diligent performance of duties during their tenure of office, and also for their outstanding contributions towards the development and compliant operation of the Company.

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V. APPOINTMENT OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS AND SUPERVISORY COMMITTEE

Following the approval of the special resolutions numbered 1 to 8 above by the Shareholders at the EGM, the Board is pleased to announce that Mr. Li Chaochun and Mr. Li Faben were appointed as executive Directors of the fifth session of the Board; Mr. Yuan Honglin, Mr. Ma Hui and Mr. Cheng Yunlei were appointed as non-executive Directors of the fifth session of the Board; and Mr. Wang Gerry Yougui, Ms. Yan Ye and Mr. Li Shuhua were appointed as independent nonexecutive Directors of the fifth session of the Board; and Mr. Zhang Zhenhao and Ms. Kou Youmin were appointed as non-employee representative Supervisors of the fifth session of the Supervisory Committee. Mr. Zhang Zhenhao and Ms. Kou Youmin, together with Ms. Wang Zhengyan (elected as the employee representative Supervisor on 20 March 2018) are the members of the fifth session of the Supervisory Committee.

The fifth session of the Board and the Supervisory Committee became effective from the conclusion of the EGM until the conclusion of the 2020 AGM of the Company. For the biographical details of the executive Directors, non-executive Directors and independent non-executive Directors of the fifth session of the Board and the non-employee representative Supervisors of the fifth session of the Supervisory Committee and other information required to be disclosed under Rule 13.51(2) of the Hong Kong Listing Rules, please refer to the Circular and the announcement of the Company dated 14 June 2018. As at the date of this announcement, there has been no change to such information. We would like to clarify that the full English name of Mr. Wang Yougui should be “Wang Gerry Yougui”.

By Order of the Board China Molybdenum Co., Ltd. * Li Chaochun Chairman

Luoyang City, Henan Province, the PRC, 3 August 2018

As at the date of this announcement, the Company’s executive Directors are Mr. Li Chaochun and Mr. Li Faben; the non-executive Directors are Mr. Ma Hui, Mr. Yuan Honglin and Mr. Cheng Yunlei; and the independent non-executive Directors are Mr. Wang Gerry Yougui, Ms. Yan Ye and Mr. Li Shuhua.

• For identification purposes only

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