THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in METALLURGICAL CORPORATION OF CHINA LTD.*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

ADJUSTMENT TO REMUNERATION OF

INDEPENDENT NON-EXECUTIVE DIRECTORS

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

A letter from the Board of the Company is set out on pages 1 to 7 of this circular.

A notice convening the EGM to be held at MCC Tower, No. 28 Shuguang Xili, Chaoyang District, Beijing, 100028, the PRC, on Friday, 27 March 2020 at 2:00 p.m., are set out on pages 8 to 10 of this circular. If you intend to appoint a proxy to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), not less than 24 hours before the time fixed for the holding of the EGM or any adjourned meeting thereof (excluding any public holiday). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof should you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the accompanying reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) on or before Friday, 6 March 2020.

7 February 2020

  • For identification purposes only

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020. . . . . . . . . . . .

8

- i -

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings.

"Articles of Association"

means the articles of association of the Company;

"A Share(s)"

means domestic share(s) in the ordinary share capital of the

Company with a nominal value of RMB1.00 each, which are listed

on the Shanghai Stock Exchange and traded in RMB;

"A Shareholder(s)"

means holder(s) of A Share(s);

"Board" or "Board of Directors"

means the board of Directors of the Company;

"CMGC"

means China Metallurgical Group Corporation (中國冶金科工集

團有限公司), which holds 55.10% interests in the issued Shares of

the Company and is the controlling Shareholder of the Company;

"Company" or "MCC"

means Metallurgical Corporation of China Ltd.* (中國冶金科

工股份有限公司), a joint stock company with limited liability

incorporated under the laws of the PRC on 1 December 2008;

"Director(s)"

means the director(s) of the Company, including all executive,

non-executive and independent non-executive directors;

"EGM"

means the first extraordinary general meeting of 2020 to be

convened and held at MCC Tower, No. 28 Shuguang Xili,

Chaoyang District, Beijing, 100028, the PRC, on Friday, 27 March

2020 at 2:00 p.m.;

"Group"

means the Company and its subsidiaries;

"H Share(s)"

means overseas listed foreign share(s) in the ordinary share capital

of the Company with a nominal value of RMB1.00 each, which

are listed on the Hong Kong Stock Exchange and traded in Hong

Kong dollars;

"H Shareholder(s)"

means holder(s) of H Share(s);

"Hong Kong"

means the Hong Kong Special Administrative Region of the PRC;

- ii -

DEFINITIONS

"Hong Kong Stock Exchange"

means The Stock Exchange of Hong Kong Limited;

"Listing Rules"

means the Rules Governing the Listing of Securities on the Hong

Kong Stock Exchange;

"PRC"

means the People's Republic of China, but for the purposes

of this circular only, excludes Hong Kong, the Macau Special

Administrative Region and Taiwan;

"RMB"

means Renminbi, the lawful currency of the PRC;

"Securities and Futures Ordinance"

means the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong);

"Shareholder(s)"

means shareholder(s) of the Company;

"Share(s)"

means share(s) of the Company with a nominal value of RMB1.00

each, including A Share(s) and H Share(s).

- iii -

LETTER FROM THE BOARD

Directors:

Registered Office/Principal Place of Business in the

Mr. Guo Wenqing (Executive Director)

PRC:

Mr. Zhang Zhaoxiang (Executive Director)

MCC Tower

Mr. Zhou Jichang (Independent Non-executive

No. 28 Shuguang Xili

Director)

Chaoyang District

Mr. Yu Hailong (Independent Non-executive

Beijing, 100028

Director)

People's Republic of China

Mr. Ren Xudong (Independent Non-executive

Director)

Principal Place of Business in Hong Kong:

Mr. Chan Ka Keung, Peter (Independent Non-

Room 3205, 32/F

executive Director)

Office Tower, Convention Plaza

Mr. Lin Jinzhen (Non-executive Director)

1 Harbour Road, Wanchai

Hong Kong

To the Shareholders

Dear Sir or Madam

7 February 2020

ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

ADJUSTMENT TO REMUNERATION OF

INDEPENDENT NON-EXECUTIVE DIRECTORS

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

The EGM will be held at MCC Tower, No. 28 Shuguang Xili, Chaoyang District, Beijing, 100028, the PRC, on Friday, 27 March 2020 at 2:00 p.m.. The notice set out in this circular contains details of the resolutions to be proposed at the EGM. The form of proxy and reply slip for the EGM are enclosed with this circular.

Ordinary resolutions will be proposed at the EGM to approve (i) the election of Mr. Ng Kar Ling, Johnny as an independent non-executive Director of the third session of the Board of the Company, and (ii) adjustment to the remuneration of independent non-executive Directors.

  • For identification purposes only

- 1 -

LETTER FROM THE BOARD

1. ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board held a meeting on 20 January 2020 to consider and approve the resolution in relation to the nomination of Mr. NG Kar Ling, Johnny ("Mr. Ng") by CMGC, the controlling Shareholder of the Company, as the independent non-executive Director of the third session of the Board. The Board hereby submits such resolution to the EGM for consideration and approval.

  1. The biographical details of Mr. Ng
    Mr. Ng, born in 1960, is a resident of the Hong Kong Special Administrative Region. He is currently an independent director of China Petroleum & Chemical Corporation (中國石油 化工股份有限公司, listed in Shanghai, Hong Kong, New York and London), China Vanke Co., Ltd. (萬科企業股份有限公司, listed in Shenzhen and Hong Kong) and Fangdd Network Group Ltd. (房多多網絡集團有限公司, listed in New York). He is concurrently a vice director member of the second session of the Independent Director Specialized Committee of China Association for Public Companies (中國上市公司協會). Mr. Ng obtained a bachelor's degree and a master's degree in business administration from the Chinese University of Hong Kong in 1984 and 1999, respectively. Mr. Ng joined KPMG (Hong Kong) in 1984 and became a partner in 1996. He subsequently became the vice chairman of KPMG (China) and retired in March 2016. He is currently a practising certified public accountant in Hong Kong, a practising auditor and certified public accountant in Macau, a fellow member of the Hong Kong Institute of Certified Public Accountants (FCPA), a fellow member of the Association of Chartered Certified Accountants (FCCA), and a fellow member of the Institute of Chartered Accountants in England and Wales (FCA).
    The term of office of Mr. Ng is from the day of approval of the resolution at the EGM until the expiry of the term of office of the third session of the Board of the Company. The remuneration of independent non-executive Directors of the Company should be determined subject to the regulations of relevant authorities of the PRC and the authorizations of the general meetings. The Company is considering to adjust the remuneration plan for independent non-executive Directors. Relevant resolutions are submitted to the EGM for consideration and approval. The adjusted remuneration plan, if approved by the Shareholders of the Company, will apply to Mr. Ng.

- 2 -

LETTER FROM THE BOARD

Save as disclosed above, Mr. Ng has confirmed that (i) he does not hold any other position in any member of the Group; (ii) he is not connected with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company; and (iii) he has not held any other directorship in any listed companies during the past three years. Mr. Ng does not have any interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

In addition, there is no other information in respect of the nomination of Mr. Ng that needs to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders of the Company.

  1. Nomination policy and procedures
    In reviewing the structure of the Board, the nomination committee will consider the Board diversity from a number of aspects, including but not limited to cultural and educational background, professional experience, skills and knowledge. All appointments of Board members will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.
    The nomination committee is of the view that since Mr. Ng is a member of the Hong Kong Institute of Certified Public Accountants, and he has extensive experience in corporate governance of listed companies, financial management and risk control as well as deep understanding of the investment strategy for large international enterprises, the election of Mr. Ng as an independent non-executive Director will supplement the professional background of the Board members in the aspects including financial management and risk control. As such, on 20 January 2020, the nomination committee nominated Mr. Ng to the Board for the Board to recommend to the Shareholders to elect Mr. Ng at the EGM.
    The Board is of the view that Mr. Ng possesses the basic knowledge of operations of listed companies, is familiar with the relevant laws, administrative regulations, departmental rules and other regulatory documents and has the relevant working experiences in law, economics, finance, management or other experiences necessary for serving as an independent non- executive Director for over five years. Moreover, Mr. Ng has confirmed his independence pursuant to Rule 3.13 of the Listing Rules. The Board is also of the view that Mr. Ng meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

- 3 -

LETTER FROM THE BOARD

2. ADJUSTMENT TO REMUNERATION OF INDEPENDENT NON - EXECUTIVE DIRECTORS

With continuous expansion of the business scale and continuously rising requirements on regulated corporate governance of the Company over recent years, the number of resolutions of the Board has also been increasing. However, the remuneration of independent non-executive Directors of the Company has not increased accordingly. Remuneration level is slightly lower than the median among industry-leading companies, which is less appealing to excellent independent non- executive director candidates, and is not favourable for market-oriented recruitment of subsequent independent non-executive Directors. Accordingly, the Board proposes appropriate increase in remuneration of independent non-executive Directors, in order to further keep up with the market and fully reflect the values of independent non-executive Directors.

  1. Current structure and level of remuneration of independent non-executive Directors
    At present, remuneration of independent non-executive directors of the Company comprises annual basic salary and attendance allowance. In particular:
    • Annual basic salary is RMB80,000, or RMB100,000 if serving as the person-in-charge (chairman or convener) of special committee;
    • Attendance allowance shall be received based on the number of Board meetings and meetings of special committees attended. Attendance allowance for Board meetings and meetings of special committees are RMB3,000 and RMB2,000 per meeting, respectively.

Annual remuneration of independent non-executive Directors of the Company ranged from RMB160,000 to RMB172,000 in 2018.

- 4 -

LETTER FROM THE BOARD

  1. Proposed adjustment to remuneration
    1. Remuneration structure

It is proposed to continue to adopt the remuneration structure comprising "annual basic salary and attendance allowance".

  1. Remuneration level
    1. Annual basic salary to be increased to RMB200,000 per year.
    2. Attendance allowance: RMB5,000 per Board meeting attended, and RMB3,000 per meeting of special committees attended.
    3. Estimate of remuneration level: As estimated on the basis of average 10 to 12 Board meetings and average 8 to 10 meetings of special committees convened per year, annual remuneration (before tax) of independent non-executive Directors is approximately from RMB274,000 to RMB290,000.

(III) It is proposed to implement from 1 April 2020.

3. EGM

The EGM will be held by the Company for the Shareholders to consider and approve the following ordinary resolutions:

  1. proposed election of Mr. Ng Kar Ling, Johnny as an independent non-executive Director of the third session of the Board of the Company; and
  2. proposed adjustment to the remuneration of independent non-executive Directors.

- 5 -

LETTER FROM THE BOARD

  1. CLOSURE OF H SHARE REGISTER OF MEMBERS
    In order to ascertain the Shareholders who will be qualified to attend and vote at the EGM, the Share register of members of the Company will be closed from Wednesday, 26 February 2020 to Friday, 27 March 2020, both days inclusive. All completed transfer documents together with the relevant share certificate(s) must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 25 February 2020 for registration. Details of the EGM are set out in the notice of the EGM dated 7 February 2020.
    A form of proxy and reply slip applicable for the EGM are enclosed with this circular. If you intend to appoint a proxy to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon. In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) shall be deposited at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), not less than 24 hours before the time appointed for holding of the EGM (excluding any public holiday). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
    For information purpose, Shareholders who intend to attend the EGM in person or by proxy shall complete and return the reply slip to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), on or before Friday, 6 March 2020 by hand, by post or by fax.
  2. VOTING BY WAY OF POLL
    In accordance with the Articles of Association and the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of the EGM will be voted by way of poll. Voting results will be uploaded to the website of the Company (www. mccchina.com) and the website of the Hong Kong Stock Exchange (www.hkexnews.hk) as soon as possible after the conclusion of the EGM.

- 6 -

LETTER FROM THE BOARD

6. GENERAL RECOMMENDATION

The Directors are of the opinion that the proposed resolutions set out in the notice of the EGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of these proposed resolutions.

Yours faithfully

By order of the Board

Metallurgical Corporation of China Ltd.*

Guo Wenqing

Chairman and executive Director

- 7 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2020 (the "EGM") of Metallurgical Corporation of China Ltd.* (the "Company") will be held at MCC Tower, No. 28 Shuguang Xili, Chaoyang District, Beijing, the People's Republic of China, on Friday, 27 March 2020 at 2:00 p.m., to consider and, if thought fit, pass (with or without amendments) the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the election of Mr. Ng Kar Ling, Johnny as an independent non-executive director of the third session of the board of directors of the Company; and
  2. To consider and approve the adjustment to the remuneration of independent non-executive directors.

By order of the Board

Metallurgical Corporation of China Ltd.*

Zeng Gang

Joint Company Secretary

Beijing, the PRC

7 February 2020

  • For identification purposes only

- 8 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

Notes:

  1. In order to determine the list of shareholders who are entitled to attend the EGM, the registers of members of the Company will be closed from Wednesday, 26 February 2020 to Friday, 27 March 2020, both days inclusive, during which period no transfer of shares will be effected. In order to attend and vote at the EGM, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on Tuesday, 25 February 2020.
  2. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, his proxies may only vote by poll.
  3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
  4. In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) must be returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders) and to the Company's office of the board of directors (for A Shareholders) not less than 24 hours before the EGM (excluding any public holiday).
  5. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of the aforementioned matters shall have been received by the Company prior to the commencement of the EGM.
  6. For information purpose only, shareholders who intend to attend the EGM in person or by proxy shall complete and return the reply slip to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders) and to the office of the board of directors of the Company (for A Shareholders) on or before Friday, 6 March 2020 by hand, by post or by fax.
  7. The address and contact details of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:
    Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Tel: (852) 2862 8555
    Fax: (852) 2865 0990
  8. The address and contact details of the office of the board of directors of the Company are as follows:
    MCC Tower, No. 28 Shuguang Xili, Chaoyang District, Beijing, 100028, the People's Republic of China Tel: (8610) 5986 8666
    Fax: (8610) 5986 8999

- 9 -

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

  1. In accordance with the Company's Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, attend and exercise all the voting rights attached to such share at the EGM, and this notice shall be deemed to be given to all joint holders of such share.
  2. The EGM is expected to take less than two hours. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM shall produce their identity documents.

As at the date of this notice, the board of directors of the Company comprises two executive directors: Mr.

Guo Wenqing and Mr. Zhang Zhaoxiang; four independent non-executive directors: Mr. Zhou Jichang,

Mr. Yu Hailong, Mr. Ren Xudong and Mr. Chan Ka Keung, Peter, and one non-executive director: Mr. Lin Jinzhen.

- 10 -

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Metallurgical Corporation of China Ltd. published this content on 06 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 February 2020 09:22:06 UTC