Jinchuan Group International Resources Co. Ltd — Proxy Solicitation & Information Statement 2017

Jan 11, 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.

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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 10:00 a.m. on Friday, 27 January 2017 for the purpose of considering, and if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

the agreement dated 29 November 2016 (the “ 2016 CCT Agreement ”) entered into between the Company (as vendor) and 金川集團股份有限公司 (Jinchuan Group Co., Ltd.*) (“ Jinchuan ”) (as purchaser), a company incorporated in the PRC and the controlling shareholder of the Company, for trading of the Mineral and Metal Products (as defined in the circular of the Company dated 12 January 2017) between the Company and its subsidiaries and associates controlled by the Company from time to time (collectively the “ Group ”) and Jinchuan and its subsidiaries and associates controlled by Jinchuan from time to time (collectively the “ Jinchuan Group ”, for the purpose of this notice, excluding the Group), pursuant to which:

• (i) the Company has agreed to sell to Jinchuan, and Jinchuan has agreed to purchase from the Company, the Mineral and Metal Products (as defined in the circular of the Company dated 12 January 2017) that the Group sourced from third parties or produced by the mines of the Group; and

• For identification purpose only

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• (ii) the Company has agreed to cause the Group to sell to the Jinchuan Group, and Jinchuan has agreed to cause the Jinchuan Group (for the purpose of this notice, excluding the Group) to purchase from the Group, the Mineral and Metal Products (as defined in the circular of the Company dated 12 January 2017);

the continuing connected transactions contemplated under the 2016 CCT Agreement be and are hereby confirmed, approved 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 2016 CCT Agreement; and the Proposed Annual Caps (as defined in the circular of the Company dated 12 January 2017) for the continuing connected transactions contemplated under the 2016 CCT Agreement for each of the following financial years: (1) the financial year ending 31 December 2017; (2) the financial year ending 31 December 2018; and (3) the financial year ending 31 December 2019, being approximately USD165 million, USD190 million and USD200 million respectively, be and are hereby approved.”

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

Hong Kong, 12 January 2017

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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