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CMOC Group Limited Proxy Solicitation & Information Statement 2017

Mar 30, 2017

50942_rns_2017-03-30_ce2e2775-6cd6-4fd2-b69d-8fd9e9142ad9.pdf

Proxy Solicitation & Information Statement

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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)

ADDITIONAL RESOLUTIONS FOR THE 2017 FIRST EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the 2017 first extraordinary general meeting (the “ First Notice ”), the amended notice of the 2017 first extraordinary general meeting (the “ Amended EGM Notice ”) and the circular both dated 29 March 2017 (the “ Circular ”), and the annual results announcement dated 30 March 2017 of the Company. Unless otherwise indicated, capitalised terms used herein have the same meanings as those defined in the Circular.

Pursuant to the Articles of Association, when the Company convenes a general meeting, Shareholder(s) individually or collectively holding more than 3% of the Shares can make a temporary motion and submit in writing to the convener ten (10) days before the date of the general meeting. Subsequent to the publication of the Amended EGM Notice and the Circular, the Company on 30 March 2017 received from CFC, a controlling shareholder of the Company, a notice which proposed the Board to submit resolutions for Shareholders’ approval at the EGM in relation to (1) the Company assisted in introducing investors in BHR by entering into the Hantang Cooperation Agreement, the Design Time Cooperation Agreement and the CNBC Cooperation Agreements (collectively, the “ Investors Agreements ”) in relation to the Company’s investment in the Tenke Fungurume mining area (the “ Additional Resolution 1 ”); and (2) distribution of the final dividend for the year ended 31 December 2016 (the “ Additional Resolution 2 ”, together with Additional Resolution 1, the “ Additional Resolutions ”).

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As disclosed in the Circular and the announcement dated 6 March 2017 of the Company, the Investors Agreements are subject to the approval at a general meeting of the Company (or validly approved by the Board where the Board has been authorised at a general meeting of the Company), which have yet been obtained at the time of entering into the Investors Agreements. To facilitate the completion of the Investors Agreements, and the investment cooperation with BHR, BHR Shareholders and Shareholders of BHR Shareholders in relation to the Tenke Fungurume mining area, the Board submits the Additional Resolution 1, as a special resolution, for the approval by the Shareholders at the EGM. In addition, to facilitate the timely payment of the final dividend for the year ended 31 December 2016 to the Shareholders, the Board submits Additional Resolution 2, as an ordinary resolution, for approval by the Shareholders at the EGM. As advised by PRC legal counsel to the Company, the form and procedure of the Additional Resolutions are in compliance with the Company Law of the PRC and the Articles of Association.

In relation to Additional Resolution 1, please refer to the Circular. A circular containing information in relation to Additional Resolution 2, together with the supplemental notice and proxy form (containing the Additional Resolutions) will be despatched to the Shareholders as soon as practicable.

The Board considers that the Additional Resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the Additional Resolutions to be proposed at the EGM.

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

Luoyang City, Henan Province, PRC, 30 March 2017

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 nonexecutive directors are Messrs. Bai Yanchun, Xu Shan and Cheng Gordon.

  • for identification purposes only

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