China Daye Non Ferrous Metals Mining : (1) PROPOSED GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES (2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND (3) NOTICE OF THE ANNUAL GENERAL MEETING

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Daye Non-Ferrous Metals Mining Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00661)

1. 1. PROPOSED GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES
2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND
3. 1. NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Daye Non-Ferrous Metals Mining Limited to be held at Imperial Room III, Mezzanine Floor, Towers Wing, Royal Pacific Hotel, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 26 May 2021 at 10:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.hk661.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish and in such event, the proxy form shall be deemed to be revoked.

26 April 2021

		CONTENTS
			Page
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	-	Explanatory Statement on the Buy-back Mandate . . . . . . .	8
Appendix II	-	Information of the Retiring Directors Proposed to be
		Re-elected at the Annual General Meeting . . . . . . . . . . .	11
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"Annual General Meeting"	an annual general meeting of the Company to be held at
	Imperial Room III, Mezzanine Floor, Towers Wing,
	Royal Pacific Hotel, China Hong Kong City, 33 Canton
	Road, Tsim Sha Tsui, Kowloon, Hong Kong on 26 May
	2021 at 10:00 a.m., to consider and, if appropriate, to
	approve the resolutions contained in the notice of the
	meeting which is set out on pages 15 to 19 of this
	circular, or any adjournment thereof;
"Board"	the board of Directors;
"Buy-back Mandate"	the proposed general mandate to be granted to the
	Directors to permit the buy-back of fully paid up Shares
	of up to 10% of the aggregate number of Shares in issue
	as at the date of passing of the ordinary resolution
	granting such mandate;
"Company"	China Daye Non-Ferrous Metals Mining Limited, a
	company incorporated in Bermuda with limited liability,
	the shares of which are listed on the Main Board of the
	Stock Exchange;
"Current Bye-laws"	the bye-laws of the Company currently in force;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Issue Mandate"	the proposed general mandate to be granted to the
	Directors to allot, issue and deal with new Shares not
	exceeding 20% of the aggregate number of Shares in
	issue as at the date of passing of the ordinary resolution
	granting such mandate;

- 1 -

	DEFINITIONS
"Latest Practicable Date"	19 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"Nomination Committee"	the nomination committee of the Company;
"PRC"	the People's Republic of China;
"RMB"	Renminbi, the lawful currency of the PRC;
"SFO"	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
"Share(s)"	ordinary share(s) of HK$0.05 each in the capital of the
	Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the
	share capital of the Company, shares forming part of the
	ordinary equity share capital of the Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission in Hong Kong;
"%"	per cent.

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 00661)

Executive Directors:	Registered Office:
Mr. Wang Yan (Chairman)	Clarendon House
Mr. Long Zhong Sheng (Chief Executive Officer)	2 Church Street
Mr. Yu Liming	Hamilton HM 11
Mr. Chen Zhimiao	Bermuda
Independent Non-executive Directors:	Head Office and Principal Place
Mr. Wang Guoqi	of Business:
Mr. Wang Qihong	Suite No. 10B, 16/F
Mr. Liu Jishun	Tower 3, China Hong Kong City
	China Ferry Terminal
	33 Canton Road, Kowloon
	Hong Kong
	26 April 2021
To the Shareholders
Dear Sir/Madam,

1. 1. PROPOSED GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES
2. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND
3. 1. NOTICE OF THE ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting regarding: (i) the granting of the Issue Mandate, the Buy-back Mandate and the extension of the Issue Mandate; and (ii) the proposed re-election of the retiring Directors; and to give you notice of the Annual General Meeting.

GENERAL MANDATES TO ISSUE AND TO BUY-BACK SHARES

At the previous annual general meeting of the Company held on 30 June 2020, the Shareholders passed the ordinary resolutions granting the Directors general mandates to allot and issue new Shares and to buy-back Shares. Such mandates will expire and lapse at the conclusion of the Annual General Meeting. It is therefore proposed to renew such mandates by granting the Issue Mandate and the Buy-back Mandate at the Annual General Meeting.

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LETTER FROM THE BOARD

Issue Mandate

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Issue Mandate which will enable the Directors to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate number of Shares in issue on the date of passing such resolution. In addition, an ordinary resolution will also be proposed to the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares bought back under the Buy-back Mandate, if granted.

As at the Latest Practicable Date, the issued and fully paid up share capital of the Company comprised 17,895,579,706 Shares. Assuming that there is no change in the issued and fully paid up share capital of the Company between the period from the Latest Practicable Date to the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be issued pursuant to the Issue Mandate will be 3,579,115,941 Shares.

Details of the Issue Mandate and the extension of the Issue Mandate are respectively set out in ordinary resolutions numbered 8 and 9 in the notice of the Annual General Meeting.

Buy-back Mandate

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Buy-back Mandate which will enable the Directors to exercise the power of the Company to buy-back Shares up to 10% of the aggregate number of Shares in issue as at the date of passing of such resolution. The Company's authority is restricted to buy-back Shares in the market in accordance with the Listing Rules.

Assuming that there is no change in the issued and fully paid up share capital of the Company between the period from the Latest Practicable Date to the date of passing the resolution approving the Buy-back Mandate, the maximum number of Shares which may be bought back pursuant to the Buy-back Mandate will be 1,789,557,970 Shares.

Pursuant to the Listing Rules, an explanatory statement containing all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Buy-back Mandate is set out in Appendix I to this circular.

Details of the Buy-back Mandate are set out in ordinary resolution numbered 7 in the notice of the Annual General Meeting.

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LETTER FROM THE BOARD

Both the Issue Mandate and the Buy-back Mandate will expire upon the earlier of:

1. the conclusion of the next annual general meeting of the Company; or
2. the revocation or variation of such authority by an ordinary resolution of the Shareholders in a general meeting.

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to bye-law 87(2) of the Current Bye-laws, Mr. Long Zhong Sheng, Mr. Wang Guoqi and Mr. Wang Qihong shall retire by rotation at the Annual General Meeting. All of the above three Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above three retiring Directors are set out in Appendix II to this circular.

The Board has noted that the re-election of Mr. Wang Guoqi and Mr. Wang Qihong, both of whom had been serving as independent non-executive Directors since 2006 for more than 9 years, will be subject to separate resolutions to be approved by the Shareholders at the Annual General Meeting in accordance with paragraph A.4.3 of the Corporate Governance Code in Appendix 14 to the Listing Rules. Throughout their tenures of office, Mr. Wang Guoqi and Mr. Wang Qihong have fulfilled the criteria for independence pursuant to Rule 3.13 of the Listing Rules.

Mr. Wang Guoqi and Mr. Wang Qihong provide a wide range of expertise and experience which can meet the requirement of Group's business and their participation in the Board brings independent judgment on issues relating to the Group's strategy, performance, conflicts of interest and management process to ensure that the interest of the Shareholders have been duly considered. Mr. Wang Guoqi and Mr. Wang Qihong attended the Board meetings and contributed their overall guidance towards the matters discussed at the Board meetings based on their knowledge and experience, particularly in financial, investment and corporate governance matters. The Company believes that Mr. Wang Guoqi and Mr. Wang Qihong are able to exercise their professional judgment and draw upon their extensive knowledge in financial risk management and corporate governance matters for the benefit of the Company and its shareholders as a whole, in particular, the independent Shareholders. They have been providing objective and independent views to the Company over the years, and remain committed to their independent roles. To the best knowledge of the Directors of the Company, Mr. Wang Guoqi and Mr. Wang Qihong is independent from other Directors and the management of the Company, and is free from any business or other relationships or circumstances which could interfere with the exercise of their respective independent and

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LETTER FROM THE BOARD

professional judgement. The Board is of the view that the long service of Mr. Wang Guoqi and Mr. Wang Qihong would not affect their exercise of independent judgement and were satisfied that they have the required character, integrity and experience to continue to fulfill the roles of independent non-executive Directors.

The Nomination Committee had assessed and reviewed the written confirmation of independence of each of Mr. Wang Guoqi and Mr. Wang Qihong, based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that as at the Latest Practicable Date, each of Mr. Wang Guoqi and Mr. Wang Qihong remained independent in accordance with Rule 3.13 of the Listing Rules.

In addition, the Nomination Committee had evaluated the performance of each of Mr. Wang Guoqi and Mr. Wang Qihong and is of the view that each of Mr. Wang Guoqi and Mr. Wang Qihong has provided valuable contributions to the Company and have demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs. The Nomination Committee is also of the view that each of Mr. Wang Guoqi and Mr. Wang Qihong would bring to the Board his own perspective, skills and experience, as further described in the respective biographies in Appendix II to this circular, and can contribute to the diversity of the Board taking into account their diversified educational background and professional experience.

Therefore, taking into consideration of the above factors, the Board is of the view that Mr. Wang Guoqi and Mr. Wang Qihong remain independent notwithstanding their long service as the independent non-executive Directors and should be re-elected at the Annual General Meeting.

Resolutions on the proposed re-election of the retiring Directors are set out in ordinary resolutions numbered 2 to 4 in the notice of the Annual General Meeting.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Imperial Room III, Mezzanine Floor, Towers Wing, Royal Pacific Hotel, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 26 May 2021 at 10:00 a.m. or any adjournment thereof is set out on pages 15 to 19 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the Issue Mandate, the Buy-back Mandate, the extension of the Issue Mandate and the proposed re-election of the retiring Directors.

Pursuant to bye-law 67 of the Current Bye-Laws and Rule 13.39(4) of the Listing Rules, the chairman of the Annual General Meeting will demand voting on all resolutions set out in the notice of Annual General Meeting to be taken by way of poll and an announcement of the results of the poll will be published in accordance with the requirements of the Listing Rules.

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LETTER FROM THE BOARD

The record date for determining Shareholders' right to attend and vote at the Annual General Meeting is Tuesday, 18 May 2021. In order to qualify for attending and voting at the said meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 18 May 2021.

A proxy form for use at the Annual General Meeting is enclosed herein. Whether or not you intend to attend and vote at the Annual General Meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting thereof if you so wish.

RECOMMENDATION

The Directors consider that the proposals for granting of the Issue Mandate, the Buy-back Mandate, the extension of the Issue Mandate and the re-election of the retiring Directors are all in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

GENERAL INFORMATION

Your attention is also drawn to the information as set out in the appendices to this circular.

By order of the Board

China Daye Non-Ferrous Metals Mining Limited

Wang Yan

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Buy-back Mandate.

1. REASONS FOR BUY-BACK OF SHARES

Buy-backs of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

As such, the Directors believe that the granting of the Buy-back Mandate is in the interests of the Company and the Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued ordinary share capital of the Company comprised 17,895,579,706 Shares.

Subject to the passing of the ordinary resolution numbered 7 in the notice of the Annual General Meeting in respect of the granting of the Buy-back Mandate, and on the basis that the issued ordinary share capital of the Company remains unchanged as at the date of the Annual General Meeting, i.e. being 17,895,579,706 Shares, the Directors would be authorized under the Buy-back Mandate to buy-back, during the Relevant Period (as defined in item 7 of the notice of the Annual General Meeting) in which the Buy-back Mandate remains in force, up to 1,789,557,970 Shares, representing 10% of the aggregate number of Shares in issue as at the date of the Annual General Meeting.

3. FUNDING OF BUY-BACKS

Buy-backs of Shares will be funded by the Company's internal resources, which shall be funds legally available for such purposes in accordance with the Company's Memorandum of Association and Current Bye-laws, the laws of Bermuda and any other applicable laws, as the case may be.

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APPENDIX I EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

4. IMPACT OF BUY-BACKS

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Buy-back Mandate was to be exercised in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to buy-back Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, China Times Development Limited, a controlling Shareholder, was interested in 11,962,999,080 Shares, representing approximately 66.85% of the total issued ordinary share capital of the Company. China Times Development Limited was wholly-owned by Daye Nonferrous Metals Group Holding Co., Ltd.*(大冶有色金屬集團控股 有限公司). On the basis that (i) the total number of issued ordinary shares of the Company as at the date of the Annual General Meeting (being 17,895,579,706 Shares) remains unchanged and (ii) the shareholding of China Times Development Limited in the Company as at the Latest Practicable Date (being 11,962,999,080 Shares) remains unchanged immediately before the full exercise of the Buy-back Mandate, in the event that the Directors exercise in full the power to buy-back Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the Annual General Meeting, the interest of China Times Development Limited in the issued Shares would increase to approximately 74.28% of the total issued ordinary share capital of the Company.

The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any buy-backs to be made under the Buy-back Mandate.

The Directors will not make a buy-back of Shares if the result of the buy-back would be that less than 25% of the issued ordinary share capital of the Company would be in public hands.

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APPENDIX I EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs of Shares pursuant to the Buy-back Mandate in accordance with the Listing Rules, the Current Bye-laws and applicable laws of Bermuda.

7. MARKET PRICES OF SHARES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the following months were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
March	0.053	0.035
April	0.051	0.042
May	0.048	0.037
June	0.044	0.038
July	0.058	0.039
August	0.058	0.045
September	0.062	0.045
October	0.052	0.042
November	0.060	0.042
December	0.098	0.049
2021
January	0.096	0.072
February	0.188	0.076
March	0.155	0.105
April (up to the Latest Practicable Date)	0.128	0.105

8. BUY-BACKS OF SHARES MADE BY THE COMPANY

No buy-back of Shares had been made by the Company during the 6 months (whether on the Stock Exchange or otherwise) immediately preceding the Latest Practicable Date.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the information of the Directors who will retire and offer themselves for re-election at the Annual General Meeting, are provided below.

Mr. Long Zhong Sheng

Position and experience

Mr. Long Zhong Sheng, aged 57, has been the Chief Executive Officer and an executive director of the Company since 2012. Mr. Long obtained a bachelor's degree in mining processing engineering from Central South University (中南大學) in 1987. He holds a master's degree in mineral processing from Central South University (中南大學) and is a senior mineral processing engineer. He began his career in mine engineering at Fengshan Mine (豐山礦) in the PRC in 1987 and acted as its chief executive from 1998 to 2002. He had also been the chief executive of Tonglvshan Mine (銅綠山礦) in the PRC from 2006 to 2008. Mr. Long was appointed as a director of Daye Non-ferrous Metals Co., Ltd.* (大冶有色金屬有限責任公司), the non-wholly owned subsidiary of the Company in October 2017. He is also a director of China Times Development Limited, the immediate controlling shareholder of the Company, and an employee of the Daye Nonferrous Metals Group Holdings Company Limited* (大冶有 色金屬集團控股有限公司), the controlling shareholder of the Company. Mr. Long has over 30 years of experience in the management field of mining industry.

Mr. Long has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Long has not been appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws.

Relationships

Save as disclosed above, as far as the Directors are aware, Mr. Long does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Long was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

For the year ended 31 December 2020, the amount of director's fee, salaries, allowances and other benefits paid to Mr. Long was approximately RMB1,187,000.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The above emoluments of Mr. Long have been determined by the Board with reference to his role and duties, experience, time commitment and responsibilities as well as the prevailing market conditions and are subject to revision in the future by the decision of the Board based on the recommendation of the Company's Remuneration Committee.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Long to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Long that need to be brought to the attention of the Shareholders.

Mr. Wang Guoqi

Position and experience

Mr. Wang Guoqi, aged 60, has been an independent non-executive director of the Company since 2006. Mr. Wang is a qualified accountant of The Chinese Institute of Certified Public Accountants. Mr. Wang has extensive experience in accounting and financing areas in different industries. Currently, he is the managing partner of Hua-Ander Certified Public Accountants in the PRC. Mr. Wang obtained a bachelor's degree in financial accounting and a master's degree from Renmin University of China in 1982 and 1985, respectively, and also a doctor's degree in philosophy from The University of London, the United Kingdom.

Mr. Wang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Wang has not been appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws.

Relationships

Save as disclosed above, as far as the Directors are aware, Mr. Wang does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wang had a personal interest in 600,000 Shares. Save as disclosed above, Mr. Wang was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Director's emoluments

For the year ended 31 December 2020, the amount of director's fee paid to Mr. Wang was approximately RMB84,000.

The above emoluments of Mr. Wang have been determined by the Board with reference to his role and duties, experience, time commitment and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company's Remuneration Committee.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Wang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.

Mr. Wang Qihong

Position and experience

Mr. Wang Qihong, aged 68, has been an independent non-executive director of the Company since 2006. Mr. Wang worked in the Materials Bureau of the former Ministry of Posts and Telecommunications of the People's Republic of China and China National Postal and Telecommunications Appliances Corp. He was sent to Hong Kong by the Ministry of Posts and Telecommunications in 1991, where he served as a deputy general manager of Postel Development Co. Ltd., the Hong Kong branch of the Ministry of Posts and Telecommunications, and a deputy general manager of Town Khan Limited (Note: Town Khan Limited was one of the founders of SmarTone Telecommunications Holdings Limited (stock code: 00315) in Hong Kong, and it also participated in the listing of China Mobile Limited (stock code: 00941) in Hong Kong). Mr. Wang has participated in a number of projects regarding the modernization development and technology introduction of posts and telecommunications in the PRC since 1976, including the introduction of the first mobile communication equipment in the PRC, playing a significant role in the modernization of communication in the PRC. Mr. Wang successively graduated from Liaoning University and International College of Economics and Management (國際經濟管理學院) (currently merged with the University of International Business and Economics).

Mr. Wang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Wang has not been appointed for any specific term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Current Bye-laws.

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APPENDIX II INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Relationships

Save as disclosed above, as far as the Directors are aware, Mr. Wang does not have any relationships with other Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wang had a personal interest in 1,594,000 Shares, which he is deemed to be interested in 1,000,000 Shares through the interests of his spouse. Save as disclosed above, Mr. Wang was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

For the year ended 31 December 2020, the amount of director's fee paid to Mr. Wang was approximately RMB84,000.

The above emoluments of Mr. Wang have been determined by the Board with reference to his role and duties, experience, time commitment and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company's Remuneration Committee.

Other information and matters that need to be disclosed or brought to the attention of

the Shareholders

As far as the Directors are aware, there is no information of Mr. Wang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.

• for identification purpose only

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NOTICE OF THE ANNUAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code: 00661)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of China Daye Non-Ferrous Metals Mining Limited (the "Company") will be held at Imperial Room III, Mezzanine Floor, Towers Wing, Royal Pacific Hotel, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 26 May 2021 at 10:00 a.m (or any adjournment thereof) for the following purposes:

AS ORDINARY BUSINESS

1. To consider and receive the audited financial statements and the reports of the directors and auditor for the year ended 31 December 2020;
2. To re-elect Mr. Long Zhong Sheng as an executive director of the Company;
3. To re-elect Mr. Wang Guoqi as an independent non-executive director of the Company;
4. To re-elect Mr. Wang Qihong as an independent non-executive director of the Company;
5. To authorize the board of directors to fix the respective directors' remuneration;
6. To appoint SHINEWING (HK) CPA Limited as the auditor of the Company and its subsidiaries to hold office until the conclusion of the next annual general meeting, and to authorize the board of directors to fix its remuneration;

AS SPECIAL BUSINESS

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) of this resolution below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to purchase its ordinary shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
2. • 15 -

NOTICE OF THE ANNUAL GENERAL MEETING

1. the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) of this resolution above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
2. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held."

8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the ordinary share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of shares allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in paragraph (a) of this resolution above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into ordinary shares of the Company;
   3. • 16 -

NOTICE OF THE ANNUAL GENERAL MEETING

1. the exercise of options under share option scheme(s) of the Company, if any; and
2. any scrip dividend scheme or similar arrangement providing for the allotment of ordinary shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company,

shall not exceed 20% of the aggregate number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and

"Rights Issue" means an offer of ordinary shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions set out in numbered 7 and 8 in the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution numbered 8 in the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate number

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NOTICE OF THE ANNUAL GENERAL MEETING

of shares of the Company bought back by the Company pursuant to the general mandate referred to in the resolution numbered 7 in the Notice, provided that such amount shall not exceed 10% of the aggregate number of issued shares of the Company as at the date of passing of this resolution."

By order of the Board

China Daye Non-Ferrous Metals Mining Limited

Wang Yan

Chairman

Hong Kong, 26 April 2021

Notes:

1. The record date for determining shareholders' right to attend and vote at the meeting is Tuesday, 18 May 2021. In order to qualify for attending and voting at the said meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration, no later than 4:30 p.m. on Tuesday, 18 May 2021.
2. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more ordinary shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
3. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES OF THE RISK OF COVID-19 FOR 2020 ANNUAL

GENERAL MEETING

In consideration of the continuing risk posed by the 2019 coronavirus disease (COVID-19) and to manage the potential health risks of persons attending the Annual General Meeting, the Company will implement the following precautionary measures at the Annual General Meeting:-

1. Attendees may need to confirm that (i) he/she has not travelled outside of Hong Kong within 21 days immediately before the Annual General Meeting ("Recent Travel History"); (ii) he/she is not subject to any HKSAR Government prescribed quarantine requirement; (iii) to his/her knowledge, he/she has not, within 21 days immediately before the Annual General Meeting, had close contact with any person under quarantine or with Recent Travel History; and (iv) he/she has no flu-like symptoms. Any person who fails to provide the required confirmation, or if he/she has shown flu-like symptoms, may be requested to leave or denied entry into the Annual General Meeting venue.
2. • 18 -

NOTICE OF THE ANNUAL GENERAL MEETING

1. No food and beverage service will be provided and there will be no handing out of gift coupons or souvenirs.
2. Only a limited number of seats will be available, with no standing arrangement, in the Annual General Meeting venue in order to ensure social distancing and therefore, where necessary, the Company may limit the number of attendees entering the Annual General Meeting venue.
3. All attendees must wear face masks at all times inside the Annual General Meeting venue or at the waiting area outside the Annual General Meeting venue. Any attendees who do not wear face masks may be requested to leave or denied entry into the Annual General Meeting venue.
4. All attendees must clean their hands with alcohol-based hand sanitizer before entering the Annual General Meeting venue.
5. Body temperature checks/screening will be conducted on all persons before they enter the waiting area outside the Annual General Meeting venue. Any person with a body temperature of over 37.2 degrees Celsius may be requested to leave or denied entry into the Annual General Meeting venue.
6. The Company reminds attendees that they should carefully consider their own health/personal circumstances before they decide to attend the Annual General Meeting in person. The Company would like to remind all Shareholders that physical attendance at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person. Completion and return of the proxy forms will not preclude the Shareholders from attending and voting in person at the meeting or any adjournment thereof should they subsequently so wish, and in such case, the proxy forms previously submitted shall be deemed to be revoked.
7. The Company will continue to monitor how the COVID-19 outbreak develops and may adopt additional measures.

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