China Cloud Copper : PLACING OF NEW SHARES UNDER GENERAL MANDATE

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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

CHINA CLOUD COPPER COMPANY LIMITED

中 國 雲 銅 股 份 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 33)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

NERICO BROTHERS LIMITED

THE PLACING

The Board is pleased to announce that on 26 February 2020 (after trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, of up to 181,463,440 Placing Shares, to not less than six Placees who and whose ultimate beneficial owners shall be Independent Third Parties at a price of HK$0.1 per Placing Share.

The Placing Price of HK$0.1 per Placing Share represents (i) a discount of approximately 13.04% to the closing price of HK$0.115 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 7.4% to the average of the closing prices per Share of approximately HK$0.108 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

The maximum number of the Placing Shares represents (i) approximately 19.35% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.21% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

The Placing Shares will be allotted and issued under the General Mandate. The allotment and issue of the Placing Shares is not subject to the approval of the Shareholders.

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Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the gross proceeds from the Placing will be approximately HK$18,146,000 and the net proceeds will be approximately HK$17,855,000 (after deduction of commission and other expenses of the Placing). The Directors intend to use the net proceeds as to approximately HK$17,855,000 as working capital of the Group.

Completion of the Placing is subject to the satisfaction of the condition precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE PLACING

The Board is pleased to announce that on 26 February 2020 (after trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement in relation to the Placing.

The Placing Agreement

Date:	26 February 2020 (after trading hours of the Stock Exchange)
Parties:	Issuer:	The Company
	Placing Agent:	Nerico Brothers Limited

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

The Placing Agent will charge the Company a placing commission of 1% of the gross proceeds from the Placing. The Placing commission was negotiated on arm's length basis between the Company and the Placing Agent and determined with reference to the prevailing market rates. The Directors consider that the terms of the Placing, including the Placing commission, are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

Placees

The Placing Shares are expected to be placed, on a best effort basis, to not less than six Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of Placing Shares of up to 181,463,440 Shares under the Placing represents (i) 19.35% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.21% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares under the Placing will be approximately HK$181,463.

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Placing Price

The Placing Price of HK$0.1 per Placing Share represents:

1. a discount of approximately 13.04% to the closing price of HK$0.115 per Share as quoted on the Stock Exchange on the Last Trading Day; and
2. a discount of approximately 7.4% to the average of the closing prices per Share of HK$0.108 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Directors consider that the Placing is in the interests of the Company and the Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue as at the date of this announcement.

Condition of the Placing

The Placing is conditional upon the Listing Committee of the Stock Exchange agreeing to grant the approval for the listing of, and permission to deal in, the Placing Shares.

If the above condition is not fulfilled on or before the Long Stop Date, the Placing will be terminated and the Placing will not proceed and all rights, obligations and liabilities of the parties thereto shall cease and terminate and neither of the parties shall have any claim against the others (save for any antecedent breaches thereof).

Completion of the Placing

Completion of the Placing shall take place not later than two Business Days after the fulfilment of the condition as set out in paragraph headed ''Condition of the Placing'' above (or such later date as may be agreed between the parties).

Application for listing

The Company will make an application to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

General Mandate

The Placing Shares will be allotted and issued under the General Mandate granted to the Directors by resolution of the Shareholders passed at the AGM, subject to the limit up to 20% of the then issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 186,543,440 new Shares. Up to the date of this announcement, 5,080,000 Shares have been allotted and issued under the

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General Mandate and 181,463,440 Shares remain to be allotted and issued under the General Mandate. Accordingly, the allotment and issue of the Placing Shares is not subject to the approval of the Shareholders.

Termination

The Placing Agent may terminate the Placing Agreement by notice to the Company given prior to 6:00 p.m. on the Business Day immediately preceding the Completion Date if in the opinion of the Placing Agent the success of the Placing or the business or financial prospects of the Group would or is likely to be materially and adversely affected by:

1. any material breach of any of the representations and warranties set out in the Placing Agreement; or
2. any suspension in dealings in or the listing of the Shares on the Stock Exchange for a period of more than 5 consecutive days (other than in connection with the Placing); or
3. the introduction of any new law or regulation or any change in existing laws or regulations or change in the interpretation or application thereof; or
4. the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events or changes occurring or continuing before, on and/or after the date hereof and including an event or change in relation to or a development of an existing state of affairs) of a political, military, industrial, financial, economic or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic or stock market conditions; or
5. the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise; or
6. a change or development involving a prospective change in taxation in Hong Kong or Cayman Islands which shall or might materially and adversely affect the Group or its present or prospective shareholders in their capacity as such; or
7. any change or deterioration in the conditions of local, national or international securities markets.

If notice is given pursuant to the paragraph above, the Placing Agreement shall terminate and be of no further effect and neither party shall be under any liability to the other party in respect of the Placing Agreement save for any antecedent breach under the Placing Agreement prior to such termination.

The Directors are not aware of the occurrence of any of such events as at the date of this announcement.

Completion of the Placing is subject to the satisfaction of the condition precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in trading of security products and provision of security services, trading of party products and metals and minerals, securities brokerage and assets management, money lending business and credit guarantee and investment business.

Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the gross proceeds from the Placing will be approximately HK$18,146,000, and the net proceeds will be approximately HK$17,855,000 (after deduction of commission and other expenses of the Placing), representing a net issue price of approximately HK$0.098 per Placing Share.

Out of the net proceeds, the Directors intend that approximately HK$17,855,000 will be used as general working capital of the Group.

The Directors consider that the Placing represents an opportunity to raise additional funding for the business operations of the Group and will strengthen the Group's financial position, and enlarge shareholders' base of the Company which may in turn enhance the liquidity of the Shares, and provide working capital to the Group to meet any financial obligations of the Group without any interest burden, within a relatively shorter time frame and at lower costs when compared with other means of fundraising.

The Board has considered other alternative fundraising methods such as debt financing, rights issue or open offer. The Board considered that debt financing may incur interest burden on the Group and may be subject to lengthy due diligence and negotiations with the banks with reference to the Group's financial position and the then financial market condition and it may be relatively uncertain and time-consuming. On the other hand, rights issue or open offer may also involve relatively substantial time and cost to complete as compared to the equity financing through issue of the new Shares under General Mandate.

The Directors consider that the Placing Agreement is entered into upon normal commercial terms following arm's length negotiations between the Company and the Placing Agent and the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12 MONTHS

The Company has conducted the following equity fund raising activity for the 12 months immediately before the date of this announcement:

				Actual use of
				proceeds as at
			Intended use	the date of this
Date of announcement Event	Net proceeds	of proceeds	announcement
18 March 2019, 15 July Subscription of	Approximately	Working capital	The proceeds
2019, 17 July 2019	new Shares	HK$5 million	of the Group	was fully
and 22 July 2019				utilised as
				intended

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Save as disclosed in the above, the Company had not conducted any fund raising activity involving issue of its securities in the past 12 months immediately preceding the date of this announcement.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) as at the date of this announcement and

1. the effect on the shareholding structure upon completion (assuming all the Placing Shares are fully placed out and that there are no other changes in the issued share capital of the Company from the date of this announcement up to and immediately after completion of the Placing) of the Placing are set out below:

	As at the date of	Immediately upon completion
	this announcement	of the Placing
	Number of	Approximately	Number of	Approximately
Major Shareholder	Share	%		Share	%
Mr. Ng Yu (Note 1)	612,000		0.07%		612,000		0.05%
Neo Tech (Note 2)	265,368,000		28.30%		265,368,000		23.71%
Public Shareholders
The Placees	-	-	181,463,440		16.21%
Other Public Shareholder	671,817,200		71.63%		671,817,200		60.03%
Total	937,797,200		100.00%		1,119,260,640		100.00%

Notes:

1. Mr. Ng Yu is an executive Director and the chairman of the Board.
2. Neo Tech Inc. is a company incorporated in the British Virgin Islands with limited liability and is wholly and beneficially owned by Mr. Ng Yu. Mr. Ng Yu is therefore deemed to be interested in 265,368,000 Shares for the purposes of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Shareholders and potential investors of the Company should note that completion of the Placing is subject to the satisfaction of the condition precedent in the Placing Agreement. The Placing may or may not proceed. Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing in the Shares of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

''AGM''	the annual general meeting of the Company held on 18 June
	2019
''Board''	the board of Directors

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''Business Day''	a day (excluding Saturday, Sunday, public holiday and any
	day on which a tropical cyclone warning signal no. 8 or
	above is hoisted or remains hoisted between 9:00 a.m. and
	12:00 noon and is not lowered at or before 12:00 noon or
	on which a ''black'' rainstorm warning signal is hoisted or
	remains in effect between 9:00 a.m. and 12:00 noon and is
	not discontinued at or before 12:00 noon) on which licensed
	banks in Hong Kong are open for business throughout their
	normal business hours
''Company''	China Cloud Copper Company Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the issued Shares of which are listed on the Main Board
	of the Stock Exchange (stock code: 33)
''Completion Date''	not later than two Business Days after the fulfilment of the
	condition set out in the Placing Agreement (or such later
	date as may be agreed between the Company and the
	Placing Agent)
''Director(s)''	the director(s) of the Company
''General Mandate''	the mandate granted to the Directors by the Shareholders at
	the AGM to allot, issue and deal with up to 20% of the then
	issued share capital of the Company as at the date of the
	AGM
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Third	any persons or company(ies) and their respective ultimate
Party(ies)''	beneficial owners, to the best of the Director's knowledge,
	information and belief having made all reasonable enquiries,
	are not connected persons of the Company and are third
	parties independent of the Company and its connected
	persons in accordance with the Listing Rules
''Last Trading Day''	26 February 2020, being the last trading day of the Shares
	on the Stock Exchange immediately before the date of the
	Placing Agreement
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Long Stop Date''	18 March 2020 (or such other date as the Placing Agent and
	the Company shall agree in writing)

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''Placee(s)''	any professional, institutional or other investor(s) or any of
	their respective subsidiaries or associates procured by the
	Placing Agent to subscribe for any of the Placing Shares
	pursuant to the Placing Agent's obligations under the
	Placing Agreement
''Placing''	the placing, on a best effort basis, of up to 181,463,440
	Placing Shares pursuant to the terms of the Placing
	Agreement
''Placing Agent''	Nerico Brothers Limited, a licensed corporation to carry on
	business in Type 1 (dealing in securities), Type 2 (dealing
	in futures contracts), Type 3 (leveraged foreign exchange
	trading) and Type 9 (asset management) regulated activities
	under the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
''Placing Agreement''	the conditional placing agreement entered into between the
	Company and the Placing Agent dated 26 February 2020 in
	relation to the Placing
''Placing Price''	HK$0.1 per Placing Share
''Placing Share(s)''	up to 181,463,440 new Shares to be placed pursuant to the
	Placing Agreement
''PRC''	the People's Republic of China, which for the purpose of
	this announcement excludes Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
''Share(s)''	ordinary share(s) of HK$0.001 each in the share capital of
	the Company
''Shareholders''	holder(s) of the issued Shares
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''%''	per cent.
	By order of the Board
	China Cloud Copper Company Limited
	Ng Yu
	Chairman and Executive Director
Hong Kong, 26 February 2020

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As at the date of this announcement, our executive directors of the Company are Mr. Ng Yu, Mr. Wei Weicheng, Ms. Zhao Hong Mei, Mr. Huang Shao Long and Mr. Lin Feng and our independent non-executive directors of the Company are Mr. Anthony Espina and Mr. Wang Jun Sheng.

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