China Daye Non Ferrous Metals Mining : Announcements and Notices - VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION CAPITAL CONTRIBUTION AGREEMENT AND NOTICE OF SPECIAL 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 what action to take, you should consult your licensed securities dealer, 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 and the accompanying proxy form to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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)

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

CAPITAL CONTRIBUTION AGREEMENT

AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 20 of this circular. A letter from the Independent Board Committee is set out on page 21 of this circular. A letter from the Independent Financial Adviser is set out on pages 22 to 36 of this circular. A notice convening the SGM to be held at Imperial Room I, Mezzanine Floor, Towers Wing, Royal Pacific Hotel, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 11 November 2019 at 10:00 a.m. is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM 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 SGM, 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 SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or any adjournment thereof if they so wish and in such event, the proxy form shall be deemed to be revoked.

25 October 2019

		CONTENTS
			Page
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Appendix I	-	Financial Information of the Group . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	Management Discussion and Analysis of the Group . . . . .	II-1
Appendix III	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

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DEFINITIONS

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

"Announcement"	the announcement of the Company dated 30 August 2019
	in relation to, among other things, the Capital
	Contribution Agreement
"Board"	the board of Directors
"Capital Contribution Agreement"	the capital contribution agreement dated 28 August 2019
	entered into by and among Daye Metal, China No. 15
	Metallurgical, Huangshi Xingang and Huangshi State-
	owned Assets Management in relation to the
	establishment of the JV Company
"China No. 15 Metallurgical"	China No. 15 Metallurgical Construction Group Co.,
	Ltd.* (中國十五冶金建設集團有限公司), a limited
	liability company established in the PRC and a wholly-
	owned subsidiary of CNMC
"China Times"	China Times Development Limited, a company
	incorporated in the British Virgin Islands with limited
	liability and the immediate controlling shareholder of the
	Company
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"CNMC"	China Nonferrous Metal Mining (Group) Co., Ltd* (中國
	有色礦業集團有限公司), a limited liability company
	incorporated in the PRC and a controlling shareholder of
	the Company
"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
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Daye Metal"	Daye Non-ferrous Metals Co., Ltd.* (大冶有色金屬有限
	責任公司), a limited liability company established in the
	PRC and a non-wholly owned subsidiary of the Company
"Director(s)"	director(s) of the Company

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	DEFINITIONS
"Enlarged Group"	the Group as enlarged following the establishment of the
	JV Company pursuant to the Capital Contribution
	Agreement
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Huangshi State-owned Assets	Huangshi State-owned Assets Management Co., Ltd.* (黃
Management"	石市國有資產經營有限公司), a limited liability company
	established in the PRC
"Huangshi Xingang"	Huangshi Xingang Development Co., Ltd.* (黃石新港開
	發有限公司), a limited liability company established in
	the PRC
"Independent Board Committee"	the independent board committee of the Company
	comprising Mr. Wang Qihong, Mr. Wang Guoqi and Mr.
	Liu Jishun, being all the independent non-executive
	Directors, which is formed to advise the Independent
	Shareholders on the Capital Contribution Agreement and
	the transactions contemplated thereunder
"Independent Financial Adviser"	TC Capital International Limited, a corporation licensed
or "TC Capital"	to carry out Type 1 (dealing in securities) and Type 6
	(advising on corporate finance) regulated activities under
	the SFO, which has been appointed by the Company as
	the independent financial adviser to advise the
	Independent Board Committee and the Independent
	Shareholders in respect of the Capital Contribution
	Agreement and the transactions contemplated thereunder
"Independent Shareholders"	the Shareholders other than China Times, the Parent
	Company, CNMC and their respective associates
"JV Company"	Daye Non-ferrous (Xingang) Copper Co., Ltd.* (大冶有
	色(新港)銅業有限公司) (the name is subject to the final
	approval by the relevant industry and commerce
	authorities of the PRC), a limited liability company to be
	established under the laws of the PRC pursuant to the
	terms of the Capital Contribution Agreement

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	DEFINITIONS
"Latest Practicable Date"	22 October 2019, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"mu"	mu (畝), unit of measurement of land area in the PRC,
	equivalent to approximately 666.67 square meters
"Parent Company"	Daye Nonferrous Metals Group Holdings Company
	Limited* (大冶有色金屬集團控股有限公司), a limited
	liability company incorporated in the PRC and a
	controlling shareholder of the Company
"percentage ratio"	has the meaning ascribed to it under Chapter 14 of the
	Listing Rules
"PRC"	the People's Republic of China, which for the purpose of
	this announcement, excludes Hong Kong, the Macau
	Special Administration of the People's Republic of China
	and Taiwan
"Production Plant"	a high purity copper cathode production plant proposed
	to be located in Huangshi Xingang (Logistics) Industrial
	Park, Huangshi, Hubei, the PRC, with a production
	capacity of 400,000 tonnes per year and a total site area
	of approximately 1,500 mu
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"SGM"	the special general meeting of the Company to be
	convened at Imperial Room I, Mezzanine Floor, Towers
	Wing, Royal Pacific Hotel, China Hong Kong City, 33
	Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on
	Monday, 11 November 2019 at 10:00 a.m. to consider,
	and if thought fit, approve the resolution contained in the
	notice convening the SGM, which is set out on pages
	SGM-1 to SGM-2, or any adjournment thereof
"Share(s)"	the share(s) of the Company

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