CMOC Group Limited — Capital/Financing Update 2015

Jul 10, 2015

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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The following sets out the “Announcement in Relation to the Results of the Conversion of Convertible Bonds and Changes in Share Capital” announced by China Molybdenum Co., Ltd.* (the “ Company ”) on the website of the Shanghai Stock Exchange (www.sse. com.cn). The aforesaid announcement is originally prepared in Chinese. In case of any inconsistency between the Chinese version and the English version, the Chinese version will prevail.

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

Luoyang, People’s Republic of China, 10 July 2015

As at the date of this announcement, the Company’s executive directors are Messrs. Li Chaochun and Li Faben; the Company’s non-executive directors are Messrs. Ma Hui, Yuan Honglin and Cheng Yunlei; and the Company’s independent non-executive directors are Messrs. Bai Yanchun, Xu Shan and Cheng Gordon.

• For identification purposes only

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Stock Code: 603993 Stock Abbreviation: CMOC Announcement No.: 2015-050 Convertible Bond Code:113501 Convertible Bond Abbreviation: CMOC Convertible Bonds

CHINA MOLYBDENUM CO., LTD. ANNOUNCEMENT IN RELATION TO THE RESULTS OF THE CONVERSION OF CONVERTIBLE BONDS AND CHANGES IN SHARE CAPITAL*

The board of directors and all directors of the Company guarantee that there are no false statements or misleading representations contained in or material omissions from this announcement and jointly and severally accept responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.

IMPORTANT CONTENT NOTICE:

• An aggregate number of 48,544,420 CMOC Convertible Bonds have been converted into 552,895,708 shares of the Company, with an aggregate amount of RMB4,854,442,000, representing 10.89% of the total number of issued shares of the Company before conversion of the convertible bonds.

• As at 9 July 2015, the outstanding amount of CMOC Convertible Bonds was RMB45,558,000, representing 0.93% of the principal amount of CMOC Convertible Bonds issued.

I. ISSUANCE AND LISTING OF CONVERTIBLE BONDS

As approved by the license No. [2014] 1246 promulgated by the China Securities Regulatory Commission, the Company publicly issued 4.9 million lots of convertible corporate bonds on 2 December 2014, each with the nominal amount of RMB100 and the aggregate issuance amount of RMB4.9 billion.

The original A shareholders of the Company are entitled to preferential placement of the convertible bonds. The remaining portion after the preferential placement to the original A shareholders and the portion which has been given up by the original A shareholders will be issued by way of offline placement to institutional investors and online subscription through the trading system of the Shanghai Stock Exchange. The balance shall be underwritten by the joint lead underwriters.

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As approved by the Self-discipline Regulatory Decision [2014] No. 681 promulgated by the Shanghai Stock Exchange, the RMB4.9 billion convertible corporate bonds of the Company have been listed and traded on the Shanghai Stock Exchange since 16 December 2014 (Bond Abbreviation: CMOC Convertible Bonds, Bond Code: 113501). Such convertible corporate bonds could be repurchased by way of pledge upon listing, and the reporting and re-conversion code of the pledged bonds is 105822.

Pursuant to the relevant requirements and as stipulated in the “Statement in relation to the Listing of the A Shares Convertible Corporate Bonds Publicly Issued by China Molybdenum Co., Ltd.*”, the CMOC Convertible Bonds issued by the Company would be converted into shares of the Company commencing from 2 June 2015, with the conversion price of RMB8.78 per share.

II. CONVERSION OF CONVERTIBLE BONDS

As at 1 June 2015, the total number of the share capital of the Company amounted to 5,076,170,525, including the total of 3,765,014,525 A Shares. For the period from 2 June 2015 to the close of trading on 9 July 2015, the CMOC Convertible Bonds (113501) issued by the Company in an amount of RMB4,854,442,000 have been converted into the shares named “CMOC” (603993) issued by the Company, with 552,895,708 converted shares in aggregate, representing 10.89% of the total number of issued shares of the Company before conversion of the convertible bonds or 9.82% of the total number of issued shares of the Company as at 9 July 2015. The outstanding amount of CMOC Convertible Bonds was RMB45,558,000, representing 0.93% of the principal amount of CMOC Convertible Bonds issued.

III. CHANGES IN THE SHARE CAPITAL

Changes in the share capital resulting from the conversion of the convertible bonds

Unit: shares

bonds			Unit: shares
	Before conversion	Shares converted	Upon conversion
Class of Shares	(1 June 2015)	in this conversion	(9 July 2015)
A Shares subject to
tradingmoratorium	1,796,593,475	0	1,796,593,475
A Shares without
tradingmoratorium	1,968,421,050	552,895,708	2,521,316,758
Total share capital
of A Shares	3,765,014,525	552,895,708	4,317,910,233
Total share capital
of H Shares	1,311,156,000	0	1,311,156,000
Total share capital	5,076,170,525	552,895,708	5,629,066,233

Announcement is hereby given.

The board of directors of China Molybdenum Co., Ltd.* 10 July 2015

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