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Jinchuan Group International Resources Co. Ltd Proxy Solicitation & Information Statement 2016

Jul 14, 2016

50551_rns_2016-07-14_08e6b1e2-1a98-4dce-a23a-e39dae372063.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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JINCHUAN GROUP INTERNATIONAL RESOURCES CO. LTD 金川集團國際資源有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2362)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of Jinchuan Group International Resources Co. Ltd (the “ Company ”) will be held at Unit 3101, 31/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 3:00 p.m. on Monday, 1 August 2016 for the purpose of considering, and if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT the supplemental agreement dated 15 June 2016 (the “ Supplemental Agreement ”) entered into between Golden Harbour International Trading Limited, a wholly owned subsidiary of the Company (“ Golden Harbour ”), and Lanzhou Jinchuan Advanced Materials Technology Co., Ltd.* ( 蘭州金川新材料科技股份有限公司 ) (“ Lanzhou Jinchuan ”), a subsidiary held by Jinchuan Group Co., Ltd.* ( 金川集團股 份有限公司 ), the controlling shareholder of the Company (“ Jinchuan Group ”) holding approximately 99% of its interest, pursuant to which Golden Harbour and Lanzhou Jinchuan have agreed to amend certain terms of the agreement dated 2 December 2015 entered into between the aforesaid parties for the sale and purchase of cobalt hydroxide that are produced by Ruashi Mining SAS be and is hereby approved, confirmed and ratified, and any one director of the Company be and is hereby authorised to take such actions and execute such documents as he may consider necessary or desirable to carry out and complete the transactions contemplated under the Supplemental Agreement and the agreement (entered into between the aforesaid parties dated 2 December 2015 which was supplemented by the Supplemental Agreement).”

By order of the Board Jinchuan Group International Resources Co. Ltd Wong Tak Chuen Company Secretary

Hong Kong, 15 July 2016

  • For identification purpose only

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Notes:

  1. A member entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and, on poll, vote on his behalf. A proxy need not be a member of the Company.

  2. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned EGM thereof if you so wish. In the event that you attend the EGM after having returned the completed form of proxy, your form of proxy will be deemed to have been revoked.

  3. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney, must be deposited at Boardroom Share Registrars (HK) Limited at 31/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  4. In the case of joint registered holders of any shares of the Company, any one of such joint registered holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto; but if more than one of such joint registered holders are present at the EGM, either in person or by proxy, the vote of that one of them so present, either in person or by proxy, whose name stands first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).

As at the date of this notice, the Board comprises four executive directors, namely Mr. Yang Zhiqiang, Mr. Zhang Sanlin, Mr. Chen Dexin and Mr. Zhang Zhong, and three independent non-executive directors, namely Mr. Wu Chi Keung, Mr. Yen Yuen Ho, Tony and Mr. Neil Thacker Maclachlan.

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