China Metal Resources Utilization : (1) MAJOR AND CONNECTED TRANSACTION DISPOSAL OF 25% EQUITY INTEREST IN JX E-COMMERCE BY EXERCISING THE PUT OPTION AND (2) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

April 21, 2021 at 08:32 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Metal Resources Utilization Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This circular is for your information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares or other securities of China Metal Resources Utilization Limited.

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.

CHINA METAL RESOURCES UTILIZATION LIMITED

中國金屬資源利用有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1636)

(1) MAJOR AND CONNECTED TRANSACTION DISPOSAL OF

25% EQUITY INTEREST IN

JX E-COMMERCE BY EXERCISING THE PUT OPTION

AND

(2) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser

to the Independent Board Committee and the Shareholders

A notice convening the EGM (as defined herein) of China Metal Resources Utilization Limited to be held at Unit 02-03, 44/F., Cosco Tower, 183 Queen's Road Central, Hong Kong on 18 June 2021 immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place at 11:00 a.m. is set out on pages 38 to 40 of this circular. A form of proxy for use at the EGM is enclosed with this circular. 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.cmru.com.cn) respectively.

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before (i.e. 11:00 a.m. on Wednesday, 16 June 2021) the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should you so wish.

The following precautionary measures will be taken by the Company for the EGM to prevent the spread of the COVID-19 epidemic: (i) compulsory temperature checks; (ii) compulsory wearing of surgical face masks; and (iii) no provision of refreshments and/or corporate gifts. Any person who does not comply with the precautionary measures may be denied entry into the EGM venue. Shareholders are encouraged to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM as an alternative to attending the EGM in person.

22 April 2021

CONTENTS
	Page
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . .	17
LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . .	28
APPENDIX II - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38

- i -

PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing novel coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the EGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

Compulsory body temperature checks will be conducted on every attendee at the entrance of the EGM venue. Any person with a body temperature of over 37.3 degrees Celsius or is exhibiting flu-like symptoms may be denied entry into the EGM venue and be requested to leave the EGM venue.
Every attendee will be required to wear surgical face masks before they are permitted to attend, and throughout their attendance of, the EGM. Please note that no masks will be provided at the EGM venue. Attendees are advised to maintain appropriate social distance with each other at all times when attending the EGM.
No refreshments or drinks will be served and no corporate gifts will be distributed.
Seating at the venue of the EGM will be arranged so as to allow for appropriate social distancing. If the participants of the EGM consist of more than 20 persons, the participants will be separated in different rooms or partitioned areas with telecommunication facilities put into use so that each room or partitioned areas will accommodate not more than 20 persons or such other number of persons pursuant to the laws and regulations relating to the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G) as amended, supplemented or otherwise modified from time to time.

Attendees who do not comply with the above precautionary measures may be denied entry into the EGM venue, at the absolute discretion of the Company as permitted by law. Attendees are in addition requested to observe and practise good personal hygiene at all times.

For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the EGM by appointing the Chairman of the EGM as their proxy instead of attending the EGM in person.

The form of proxy were despatched to Shareholders and can otherwise be downloaded from the respective websites of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cmru.com.cn). In order to be valid, the form of proxy must be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible, and in any event not later than 11:00 a.m. on 16 June 2021.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. Shareholders should check the Company's website at www.cmru.com.cn for further announcements and updates on the EGM arrangements.

- 1 -

PRECAUTIONARY MEASURES FOR THE EGM

If Shareholders have any questions relating to the EGM. please contact the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited:

17M Floor, Hopewell Centre

183 Queen's Road East Wanchai, Hong Kong Telephone: (852) 2862 8555 Facsimile: (852) 2865 0990

Enquiry: www.computershare.com/hk/en/online_feedback

- 2 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the meanings set out below:

''AGM''	the annual general meeting of the Company to be convened
	and held at Unit 02-03, 44/F., Cosco Tower, 183 Queen's
	Road Central, Hong Kong on 18 June 2021 at 11:00 a.m.
''Announcement''	the announcement of the Company dated 9 November 2020
''associate(s)''	has the same meaning ascribed thereto under the Listing
	Rules
''Baohe Fushan''	Sichuan Baohe Fushan Resources Recycling Development
	Co., Ltd.* (四川省保和富山再生資源開發有限公司), a
	company incorporated in the PRC with limited liability and
	an associated company of the Company
''Board''	the board of Directors
''Business Day''	a day (excluding Saturday, Sunday, a public holiday or a
	day on which typhoon signal no. 8 or above or a ''black''
	rainstorm warning is hoisted in Hong Kong between 9:00
	a.m. and 5:00 p.m.) on which banks in Hong Kong are
	generally open for business
''Company''	China Metal Resources Utilization Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the shares of which are listed on the Main Board of the
	Stock Exchange (Stock Code: 1636)
''Completion''	completion of the Repurchase Agreement
''connected person(s)''	has the same meaning ascribed thereto under the Listing
	Rules
''Consideration''	RMB125,000,000, being the consideration to be paid by
	Sichuan Xijiulong to Fuqing Zhongjin for the Relevant
	Interest and equals to the acquisition consideration of the
	Relevant Interest paid by Fuqing Zhongjin under the Equity
	Transfer Agreement
''Director(s)''	the director(s) of the Company
''Disposal''	pursuant to the Put Option and as a result of the Company's
	exercising thereof, the disposal of the Relevant Interest by
	Fuqing Zhongjin to Sichuan Xijiulong on the terms and
	subject to the conditions set out in the Repurchase
	Agreement

- 3 -

	DEFINITIONS

''EGM''	the extraordinary general meeting of the Company to be
	convened for the purpose of considering and, if thought fit,
	approving, among other things, the Repurchase Agreement
	and the transactions contemplated thereunder
''Equity Transfer Agreement''	the agreement dated 25 October 2017 entered into between
	Sichuan Xijiulong and Fuqing Zhongjin for the acquisition
	of the Relevant Interest, details of which were set out in the
	announcement of the Company dated 25 October 2017
''Fuqing Zhongjin''	Fuqing Zhongjin Nonferrous Metal Materials Co., Ltd.* (福
	清中金有色金屬材料有限公司), a limited liability company
	incorporated in the PRC and an indirect wholly-owned
	subsidiary of the Company
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Hong Kong Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Independent Board	an independent committee of the Board, which comprises
Committee''	Mr. Lee Ting Bun Denny, Mr. Pan Liansheng and Ms. Ren
	Ruxian, being all the independent non-executive Directors
''Independent Financial	Gram Capital Limited, a licensed corporation to carry out
Adviser'' or ''Gram Capital''	Type 6 (advising on corporate finance) regulated activity
	under the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) and being the independent
	financial adviser appointed by the Company to advise the
	Independent Board Committee and the independent
	Shareholders in respect of the Repurchase Agreement and
	the transaction contemplated thereunder
''Independent Shareholders''	Shareholders who do not have a material interest in the
	Repurchase Agreement and the transaction contemplated
	thereunder
''JX E-commerce''	Sichuan Jin Xunhuan E-commerce Trading Co., Ltd.* (四川
	金循環電子商務有限公司), a company incorporated in the
	PRC with limited liability
''Latest Practicable Date''	16 April 2021
''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited

- 4 -

	DEFINITIONS

''Loan''	the loan granted to Fuqing Zhongjin by Sichuan Xijiulong
	in a principal amount of RMB125,000,000 under the Loan
	Agreement
''Loan Agreement''	the agreement in relation to the Loan entered into between
	Fuqing Zhongjin and Sichuan Xijiulong on 27 March 2020
''Mr. Yu''	Mr. Yu Jianqiu, the chairman and controlling shareholder of
	the Company
''Original Completion Date''	6 November 2017
''PRC''	the People's Republic of China, excluding (except where
	the context requires) Hong Kong, Macau Special
	Administrative Region and Taiwan
''PRC Accounting Standards for	Accounting Standards for Business Enterprises (企業會計準
Business Enterprises''	則), as promulgated or amended by the Ministry of Finance
	of the PRC from time to time
''Put Option''	the put option granted to Fuqing Zhongjin to require
	Sichuan Xijiulong to repurchase the Relevant Interest
''Qualified IPO''	an initial public offering of shares of JX E-commerce and
	the listing of such shares on the Stock Exchange, the
	Shanghai Stock Exchange, the Shenzhen Stock Exchange,
	the New York Stock Exchange, NASDAQ or the London
	Stock Exchange, pursuant to which the total market
	capitalisation of JX E-commerce shall be no less than
	RMB500 million or equivalent amount translated at the then
	prevailing exchange rate at the time of listing
''Relevant Interest''	the 25% equity interest in JX E-commerce, which Fuqing
	Zhongjin acquired from Sichuan Xijiulong pursuant to the
	Equity Transfer Agreement
''Repurchase Agreement''	the repurchase agreement dated 9 November 2020 entered
	into between Fuqing Zhongjin and Sichuan Xijiulong in
	relation to the Disposal
''RMB''	Renminbi, the lawful currency of the PRC
''Shareholder(s)''	the shareholder(s) of the Company
''Sichuan Xijiulong''	Sichuan Xijiulong Investment Co., Ltd.* (四川省西九龍投
	資有限公司), a company incorporated in the PRC with
	limited liability

- 5 -

	DEFINITIONS

''substantial shareholder''	has the same meaning ascribed thereto under the Listing
	Rules
''Supplemental Loan	the agreement in relation to the Waiver entered into
Agreement''	between Fuqing Zhongjin and Sichuan Xijiulong on 29
	October 2020
''Waiver''	the waiver granted by Sichuan Xijiulong to Fuqing
	Zhongjin to unconditionally waive the interest accrued
	thereunder the Loan Agreement
''%''	per cent

- 6 -

LETTER FROM THE BOARD

CHINA METAL RESOURCES UTILIZATION LIMITED

中國金屬資源利用有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1636)
Executive Directors:	Registered office:
Mr. Yu Jianqiu (Chairman)	Cricket Square, Hutchins Drive
Mr. Kwong Wai Sun Wilson	PO Box 2681 Grand Cayman, KY1-1111
Mr. Huang Weiping	Cayman Islands
Ms. Zhu Yufen
	Head office in the PRC:
Independent non-executive Directors:	She Nos 1, 3 and 8
Mr. Lee Ting Bun Denny	Shunhe Village
Mr. Pan Liansheng	Xiaojiangou Town
Ms. Ren Ruxian	Youxian District
	Mianyang
	Sichuan Province
	China

Place of business in Hong Kong: Unit 4402-03,COSCO Tower, 183 Queen's Road Central Hong Kong

22 April 2021

To the Shareholders

Dear Sir/Madam,

MAJOR AND CONNECTED TRANSACTION DISPOSAL OF 25% EQUITY INTEREST IN

JX E-COMMERCE BY EXERCISING THE PUT OPTION

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 9 November 2020 in relation to the Disposal. As disclosed in the Announcement, on 9 November 2020, Fuqing Zhongjin, an indirect wholly-owned subsidiary of the Company, and Sichuan Xijiulong,

- 7 -

LETTER FROM THE BOARD

entered into the Repurchase Agreement, pursuant to which Fuqing Zhongjin conditionally agreed to sell and transfer, and Sichuan Xijiulong conditionally agreed to purchase the Relevant Interest at the consideration of RMB125,000,000 pursuant to the Put Option.

The Disposal constitutes a major and connected transaction for the Company under the Listing Rules.

Completion is conditional upon obtaining the approval of the Independent Shareholders to the Repurchase Agreement and all transactions contemplated thereunder in compliance with the Listing Rules, and compliance with other requirements of the Listing Rules applicable to the Repurchase Agreement and all transactions contemplated thereunder.

The purpose of this circular is to provide you with, among other things, (i) further information on the Repurchase Agreement and the Disposal contemplated thereunder, (ii) the letter from the Independent Board Committee to the Independent Shareholders in relation to the Repurchase Agreement and the Disposal, (iii) the letter from Gram Capital to the Independent Board Committee and the Independent Shareholders, (iv) the notice of the EGM, in order to enable you to make an informed decision on how to vote at the EGM, and (v) other information as is required under the Listing Rules.

THE DISPOSAL

Background

Reference is made to the announcement of the Company dated 25 October 2017, in relation to the Equity Transfer Agreement, pursuant to which Fuqing Zhongjin, an indirect wholly-owned subsidiary of the Company, acquired the Relevant Interest in JX E-commerce from Sichuan Xijiulong.

Under the Equity Transfer Agreement, Sichuan Xijiulong also granted Fuqing Zhongjin the Put Option to require Sichuan Xijiulong to purchase back the Relevant Interest from Fuqing Zhongjin, if JX E-Commerce fails to complete a Qualified IPO within 3 years of the Original Completion Date, at any time after the expiration of such 3-year period, at the consideration of RMB125,000,000, which equals to the acquisition consideration of the Relevant Interest paid by Fuqing Zhongjin under the Equity Transfer Agreement.

As at 6 November 2020, on which 3 years have expired since the Original Completion Date, JX E-Commerce did not complete any Qualified IPO.

On 27 March 2020, Fuqing Zhongjin (as the borrower) and Sichuan Xijiulong (as the lender) entered into the Loan Agreement, pursuant to which Sichuan Xijiulong agreed to advance a loan in the amount of RMB125,000,000 in favour of Fuqing Zhongjin, at an interest rate of 4.35% per annum. It was further agreed in the Loan Agreement that if JX E-Commerce fails to complete a Qualified IPO within 3 years of the Original Completion Date, the Consideration shall be satisfied by Sichuan Xijiulong waiving Fuqing Zhongjin its obligation to repay the principal amount of the Loan. This set-off arrangement contemplated by the Loan Agreement, allows the Company to obtain an amount of RMB125,000,000 equivalent to the

- 8 -

LETTER FROM THE BOARD

amount of Consideration prior to the exercise of the Put Option, thus essentially eliminates the counter-party credit risk. The entire drawdown under the Loan Agreement was used to purchase electrolytic copper products for trading activities of the Group.

On 29 October 2020, Fuqing Zhongjin and Sichuan Xijiulong further entered into the Supplemental Loan Agreement pursuant to which Sichuan Xijiulong agreed to unconditionally waive the interest accrued thereunder the Loan Agreement. The total amount of interest that was waived was approximately RMB3.2 million. As Sichuan Xijiulong is a connected person of the Company, the entering into of the Loan Agreement and the Supplemental Loan Agreement constitute connected transactions for the Company under Chapter 14A of the Listing Rules. However, as the Loan and the Waiver are not secured by any assets of the Group, and as the Directors consider that the Loan and the Waiver are on normal commercial terms or better, the Loan Agreement and the Supplemental Loan Agreements are fully- exempted from the reporting, announcement and Independent Shareholders' approval requirement pursuant to Rule 14A.90 Listing Rules.

Repurchase Agreement

On 9 November 2020, the Board announces that the Repurchase Agreement was entered into between Fuqing Zhongjin and Sichuan Xijiulong, pursuant to which Fuqing Zhongjin conditionally agreed to sell and transfer, and Sichuan Xijiulong conditionally agreed to purchase the Relevant Interest at the consideration of RMB125,000,000 pursuant to the Put Option.

The principal terms of the Repurchase Agreement are as follows:

Date:

9 November 2020

Parties:

Fuqing Zhongjin, an indirect wholly owned subsidiary of the Company (as the seller and transferor); and
Sichuan Xijiulong (as the buyer and transferee).

Assets to be disposed of:

The Relevant Interest of 25% equity interest in JX E-commerce, together with all rights, including but not limited to rights to receive any and all undistributed profits and surplus reserves in accordance with law, administrative regulations and articles of association.

- 9 -

LETTER FROM THE BOARD

Consideration:

The Consideration payable by Sichuan Xijiulong shall be RMB125,000,000, which equals to the acquisition consideration of the Relevant Interest paid by Fuqing Zhongjin under the Equity Transfer Agreement. The Consideration shall be satisfied by Sichuan Xijiulong waiving Fuqing Zhongjin its obligation to repay the principal amount of the Loan.

The Consideration was agreed at the time of entering into the Equity Transfer Agreement after arm's length negotiations between Sichuan Xijiulong and Fuqing Zhongjin, having taken into consideration of various factors, including but not limited to the valuation of the entire equity value of JX E-commerce at RMB1,001,579,300 as at 30 June 2017 by Zhejiang Zhonglian Yaoxin Asset Appraisal Co., Ltd. (浙江中聯耀信資產評估有限公司), a qualified independent third party valuer in the PRC. The income approach was adopted as the methodology for this valuation, being one of the most common valuation methodologies for a developing company.

In addition, while JX E-commerce has been profit-making ever since the acquisition of the Relevant Interest in 2017, the profits made were small and materially lower than the projected profits which were estimated at the time of acquisition of the Relevant Interest. The primary driver of such difference was the change of market landscape of the e-commerce industry in China since 2017, in particular, the current e-commerce market is dominated by conglomerates and it has been proven to be very difficult for relatively smaller scale operators to compete in the e-commerce market. The Company also anticipates that there will not be a significant change to the market environment of e- commerce industry in China in the near future. As such, the Company considered that, in light of the market condition, it is essential to maintain sufficient working capital and therefore proceed to exercise the Put Option to fully recover its investment without incurring any loss.

When evaluating the Consideration payable for the exercise of the Put Option, the Company has also considered the valuation of the entire equity value of JX E-commerce at RMB94,042,936.54 as at 31 October 2020 by Beijing North Asia Asset Assessment Firm (北京北方亞事資產評估事務所, ''Beijing North Asia''), a qualified independent third party valuer in the PRC. The asset-based approach was adopted as the methodology for this valuation, and Beijing North Asia considered this to be a better methodology than the income approach given the difficulty in estimating the future earnings of JX E- commerce against the current business landscape of the e-commerce market in China as described above. The Company considered that the significant difference between the appraised values of JX E-commerce in 2017 and 2020 is in line with the management's assessment of the business performance of JX E-commerce as described above: despite the small profits earned by JX E-commerce in the past few financial years, its business operation has never taken off nor is expected to take off, in light of the change in market landscape of the e-commerce industry in China.

- 10 -

LETTER FROM THE BOARD

In light of the above, and in particular, the valuation of the Relevant Interest of JX E-commerce as at 31 October 2020 being significantly lower than the exercise price of the Put Option, the Company considers the Consideration to be fair and reasonable, and the Disposal is on normal commercial terms.

Conditions precedent:

The Completion is conditional upon the satisfaction of all the following conditions:

both parties having completed their respective internal approval procedures (such as approval by the board of directors or the shareholders) for the repurchase of the Relevant Interest;
other shareholders of JX E-commerce having agreed in writing to waive the pre-emption right to purchase the Relevant Interest;
the Company having obtained all required consent and approval for the transactions contemplated under the Repurchase Agreement, and met and fully complied with the relevant laws and regulations (including but not limited to the Listing Rules and the relevant regulations in the Cayman Islands and Hong Kong), such consents and approvals remaining valid until the date of Completion and the relevant authorities not having implemented any rules or regulations to prohibit or severely delay the fulfilment and Completion of the Repurchase Agreement; and
JX E-commerce and both parties having completed all the approvals or filing procedures required by the government regulatory authorities for the repurchase of the Relevant Interest (where required).

Completion:

Both parties shall procure JX E-commerce to process the registration procedures and shall provide the necessary assistance and cooperation in relation to the relevant changes in equity interest. Completion shall take place upon completion of the industry and commerce registration with the relevant authority and JX E-commerce obtaining its new business licence reflecting the change in equity interest of JX E-commerce.

- 11 -

LETTER FROM THE BOARD

INFORMATION ON THE PARTIES INVOLVED IN THE DISPOSAL

Information of JX E-commerce

JX E-commerce is a company incorporated in the PRC and has a registered and paid up capital of RMB100,000,000. As at the Latest Practicable Date, the equity interest in JX E- commerce is held as to 25% by Fuqing Zhongjin, 55% by Sichuan Xijiulong and 8% by Baohe Fushan, an associated company of the Company. The remaining equity interest of JX E- Commerce is held as to 5% by Shenzhen Drill Horse Enterprise Management Consulting Co., Ltd.* (深圳鉆馬企業管理咨詢有限公司), 5% by Shenzhen Juhelu Supply Chain Management Co., Ltd.* (深圳聚合祿供應鏈管理有限公司) and 2% by Mianyang Yixin Investment Co., Ltd.* (綿陽意鑫投資有限公司), all of which are independent third parties of the Company. After Completion, Fuqing Zhongjin will no longer hold 25% equity interest in JX E-commerce. JX E-commerce is principally engaged in the operation of renewable metal electronic commerce platform in the PRC, which provides timely information on market supply and demand to companies engaging in the renewable resources industry in the PRC through release of information through its website and mobile services.

According to the audited consolidated financial statements of JX E-commerce prepared in accordance with the PRC Accounting Standards for Business Enterprises, the net asset value of JX E-commerce as at 31 December 2019 was RMB92,194,000 and the audited net (loss)/profit of JX E-commerce for the two financial years ended 31 December 2018 and 31 December 2019 respectively were as follows:

	For the	For the
	year ended	year ended
	31 December	31 December
	2018	2019
	(RMB)	(RMB)
Net (loss)/profit before taxation	177,000	91,000
Net (loss)/profit after taxation	82,000	32,000

Note: The above financial data are rounded to the nearest thousand.

Since the Original Completion Date for the acquisition of the Relevant Interest, the Group has not received any dividends from JX E-commerce.

Information of Sichuan Xijiulong

Sichuan Xijiulong is an investment holding company incorporated in the PRC which is

95% and 5% controlled by Ms. Yu Yanyan and Ms. Yu Jiajia respectively. Ms. Yu Yanyan and Ms. Yu Jiajia are daughters and associates of Mr. Yu, and are therefore connected persons of the Company.

- 12 -

LETTER FROM THE BOARD

Information of the Group

The Group is a fast-growing manufacturer of recycled copper products (also known as copper semis), communication cables and power transmission and distribution cables in Southwest China. The Group processes recycled scrap copper and, to a lesser extent, electrolytic copper, to manufacture a range of copper products, including copper wire rods, copper wires, copper plates, copper granules, communication cables and power transmission and distribution cables. Since 2015, the Group has also extended its product range to aluminium products and has entered into trading activities in relation to electrolytic copper.

FINANCIAL EFFECTS OF THE DISPOSAL

Given the Consideration as set out in the section headed ''Consideration'' above is equivalent to the total of the net book value of investment in JX E-commerce of RMB18,694,000 and the derivative financial instrument of RMB106,306,000 as set out in the latest audited financial statements of the Company for the year ended 31 December 2020, the Directors do not expect to recognize any net gain/loss from the Disposal. Shareholders should note that the actual amount of gain/loss on the Disposal to be recorded by the Company (if any) will be subject to review by the auditors of the Company.

REASONS FOR AND BENEFIT OF THE DISPOSAL

As JX E-commerce fails to complete any Qualified IPO within 3 years of the Original Completion Date, and the market landscape of the e-commerce industry in China as described in the paragraph above headed ''THE DISPOSAL - Repurchase Agreement - Consideration'', the Directors are of the view that entering into the Repurchase Agreement represents the exercise of the right to protect the investment of the Group and to improve the cash position of the Company by offsetting the loan from Sichuan Xijiulong. The Directors are also of the view that the transaction contemplated under the Repurchase Agreement are on normal commercial terms that are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.

Prior to the exercise of the Put Option, the Company had preliminarily considered disposing the Relevant Interest to other independent third parties, but concluded that, in light of the drop in valuation of the Relevant Interest and the relevant costs (including time costs) associated with the negotiation of transaction documents in respect of the proposed disposal, it is more commercially advantageous and beneficial to the Company and the Shareholders to exercise the Put Option and proceed with the Repurchase Agreement.

LISTING RULES IMPLICATIONS

As Sichuan Xijiulong is a company controlled by Ms. Yu Yanyan and Ms. Yu Jiajia, who are connected persons of the Company by virtue of them being the daughters and associates of Mr. Yu, Sichuan Xijiulong is a connected person of the Company and the entering into of the Repurchase Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

- 13 -

LETTER FROM THE BOARD

As one of the applicable percentage ratios in respect of the Disposal exceeds 25%, the Repurchase Agreement and the transactions contemplated thereunder are subject to reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

In addition, as one of the applicable percentage ratios in respect of the Disposal exceeds

25% but is below 75%, the Disposal also constitutes a major transaction for the Company under Chapter 14 of the Listing Rules, and is subject to the notification, publication and shareholders' approval requirements under Chapter 14 of the Listing Rules.

Mr. Yu has abstained from voting on the relevant Board resolutions for approving the Repurchase Agreement and the transactions contemplated thereunder since he has a material interest in the Repurchase Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the other Directors has a material interest in the Repurchase Agreement and the transactions contemplated thereunder.

THE EGM

The EGM will be held at Unit 02-03, 44/F., Cosco Tower, 183 Queen's Road Central, Hong Kong on 18 June 2021 immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place at 11:00 a.m. for the Independent Shareholders to consider and, if thought fit, approve the Repurchase Agreement and the transactions contemplated thereunder. The notice of the EGM is set out on pages 38 to 40 of this circular.

At the EGM, any Shareholder with a material interest in the Repurchase Agreement and the transaction contemplated thereunder is required to abstain from voting on the resolution to be put forward to the Independent Shareholders for approving the Repurchase Agreement and the transactions contemplated thereunder. Mr. Yu and his associates will abstain from voting on such resolution at the EGM.

Save as disclosed above, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no other Shareholder will be required to abstain from voting on the resolution(s) approving the aforesaid matters.

If you do not intend to attend and vote at the EGM in person, you are requested to complete and return the enclosed form of proxy to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before (i.e. 11:00 a.m. on Wednesday, 16 June 2021) the time appointed for the holding of the meeting or any adjournment thereof (as the case may be). The completion and delivery of a form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

The register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no share transfers can be registered. In order to be eligible for attending and voting at the EGM, all transfers accompanies by the relevant share certificates must be lodged with the Company's branch

- 14 -

LETTER FROM THE BOARD

share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 11 June 2021.

VOTING BY POLL

The resolutions set out in the notice of the EGM would be decided by poll in accordance with the Listing Rules and the articles of association of the Company.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way.

After the conclusion of the EGM, the poll results will be published on the website of the Stock Exchange at www.hkexnews.hk.

RECOMMENDATION

The Independent Board Committee (comprising Mr. Lee Ting Bun Denny, Mr. Pan Liansheng and Ms. Ren Ruxian, all being independent non-executive Directors) has been established to advise and provide recommendation to the Independent Shareholders in respect of the Repurchase Agreement and the transactions contemplated thereunder after taking into account the advice from Gram Capital.

In this connection, Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and Independent Shareholders in respect of the Repurchase Agreement and the transactions contemplated thereunder.

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 17 of this circular which contains its recommendation to the Independent Shareholders in respect of the Repurchase Agreement and the transactions contemplated thereunder; and (ii) the letter from Gram Capital set out on pages 18 to 27 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in respect of the Repurchase Agreement and the transactions contemplated thereunder, and the principal factors considered by it in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of Gram Capital, considers that (i) the terms of the Repurchase Agreement and the transactions contemplated thereunder are on normal commercial terms, are fair and reasonable; and (ii) the entering into of the Repurchase Agreement and the transactions contemplated thereunder is in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM in relation to the Repurchase Agreement and the transactions contemplated thereunder.

- 15 -

LETTER FROM THE BOARD

The Directors (including the independent non-executive Directors) consider that (i) the terms of the Repurchase Agreement and the transactions contemplated thereunder are on normal commercial terms, are fair and reasonable; and (ii) the Disposal is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM in relation to the Repurchase Agreement and the transactions contemplated thereunder.

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 or this circular misleading.

Yours faithfully,

By order of the Board

China Metal Resources Utilization Limited

Mr. YU Jianqiu

Chairman

- 16 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CHINA METAL RESOURCES UTILIZATION LIMITED

中國金屬資源利用有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1636)

22 April 2021

To the Independent Shareholders

Dear Sir/Madam,

(1) MAJOR AND CONNECTED TRANSACTION DISPOSAL OF

25% EQUITY INTEREST IN

JX E-COMMERCE BY EXERCISING THE PUT OPTION

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

We refer to the circular (the ''Circular'') dated 22 April 2021 issued by the Company to its Shareholders of which this letter forms part. Terms defined in the Circular shall have the same meanings when used in this letter, unless the context otherwise requires.

The Independent Board Committee has been formed to advise the Independent Shareholders as to whether, in its opinion, the terms of the Repurchase Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole, and whether the entering into of the Repurchase Agreement and the transactions contemplated thereunder is in the interests of the Company and the Shareholders as a whole.

Having taken into account the advice of Gram Capital, we are of the opinion that (i) the terms of the Repurchase Agreement and the transactions contemplated thereunder are on normal commercial terms, are fair and reasonable; and (ii) the Disposal is in the interests of the Company and the Shareholders as a whole.

We therefore recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM in relation to the Repurchase Agreement and the transactions contemplated thereunder.

	Yours faithfully,
	Independent Board Committee of
China Metal Resources Utilization Limited
Mr. Lee Ting Bun Denny	Mr. Pan Liansheng	Ms. Ren Ruxian
	Independent non-executive Directors

- 17 -

LETTER FROM GRAM CAPITAL

Set out below is the text of a letter received from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Disposal for the purpose of inclusion in this circular.

Room 1209, 12/F.

Nan Fung Tower

88 Connaught Road Central/

173 Des Voeux Road Central

Hong Kong

22 April 2021

To: The independent board committee and the independent shareholders of China Metal Resources Utilization Limited

Dear Sir/Madam,

MAJOR AND CONNECTED TRANSACTION IN RELATION TO

DISPOSAL OF 25% EQUITY INTEREST IN JX E-COMMERCE

BY EXERCISING THE PUT OPTION

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Disposal, details of which are set out in the letter from the Board (the ''Board Letter'') contained in the circular dated 22 April 2021 issued by the Company to the Shareholders (the ''Circular''), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

On 25 October 2017, Sichuan Xijiulong and Fuqing Zhongjin (being an indirect wholly- owned subsidiary of the Company) entered into the Equity Transfer Agreement, pursuant to which (i) Fuqing Zhongjin acquired the Relevant Interest in JX E-commerce from Sichuan Xijiulong; and (ii) Sichuan Xijiulong granted Fuqing Zhongjin the Put Option to require Sichuan Xijiulong to purchase back the Relevant Interest from Fuqing Zhongjin, if JX E- Commerce fails to complete a Qualified IPO within 3 years of the Original Completion Date (i.e. 6 November 2017), at any time after the expiration of such 3-year period, at the consideration of RMB125,000,000, which equals to the acquisition consideration of the Relevant Interest paid by Fuqing Zhongjin under the Equity Transfer Agreement.

- 18 -

LETTER FROM GRAM CAPITAL

Xijiulong waiving Fuqing Zhongjin its obligation to repay the principal amount of the Loan. On 29 October 2020, Fuqing Zhongjin and Sichuan Xijiulong further entered into the Supplemental Loan Agreement pursuant to which Sichuan Xijiulong agreed to unconditionally waive the interest accrued thereunder the Loan Agreement.

As at 6 November 2020, on which 3 years have expired since the Original Completion Date, JX E-Commerce did not complete any Qualified IPO.

With reference to the Board Letter, the Disposal constitutes a major and connected transaction of the Company and is subject to reporting, announcement and Independent Shareholders' approval requirements under Chapters 14 and 14A of the Listing Rules.

The Independent Board Committee comprising Mr. Lee Ting Bun Denny, Mr. Pan Liansheng and Ms. Ren Ruxian (all being independent non-executive Directors) has been established to advise the Independent Shareholders on (i) whether the terms of the Disposal are on normal commercial terms and are fair and reasonable; (ii) whether the Disposal is in the interests of the Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the resolution to approve the Disposal are at the EGM. We, Gram Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

INDEPENDENCE

As at the Latest Practicable Date, we were not aware of any relationships or interests between Gram Capital and the Company during the past two years immediately preceding the Latest Practicable Date, or any other parties that could be reasonably regarded as hindrance to Gram Capital's independence to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its

- 19 -

LETTER FROM GRAM CAPITAL

advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors' representation and confirmation that there is no undisclosed private agreement/ arrangement or implied understanding with anyone concerning the Disposal. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules. Details of our steps taken and analysis are set out in this letter.

We have not made any independent evaluation or appraisal of the assets and liabilities of JX E-Commerce, and we have not been furnished with any such evaluation or appraisal, save as and except for the valuation report on JX E-Commerce (the ''Valuation Report'') as prepared by Beijing North Asia Asset Assessment Firm, being an independent professional valuer appointed by the Company (the ''Valuer''). Since we are not experts in the valuation of company, we have relied solely upon the Valuation Report for the value of 100% equity interest in JX E-Commerce (the ''Valuation'').

The 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 the 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 or the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. However, we have not conducted any independent in-depth investigation into the business and affairs of the Company, Fuqing Zhongjin, Sichuan Xijiulong, JX E-Commerce or their respective subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Disposal. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Gram Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

- 20 -

LETTER FROM GRAM CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Disposal, we have taken into consideration the following principal factors and reasons:

1. Background of and reasons for the Disposal

Business overview of the Group

With reference to the Board Letter, the Group is a fast-growing manufacturer of recycled copper products (also known as copper semis), communication cables and power transmission and distribution cables in Southwest China. The Group processes recycled scrap copper and, to a lesser extent, electrolytic copper, to manufacture a range of copper products, including copper wire rods, copper wires, copper plates, copper granules, communication cables and power transmission and distribution cables. Since 2015, the Group has also extended its product range to aluminium products and has entered into trading activities in relation to electrolytic copper.

Set out below are the consolidated financial information of the Group for the two years ended 31 December 2019 and the six months ended 30 June 2020 as extracted from the Company's annual report for the year ended 31 December 2019 (the ''2019 Annual Report'') and interim report for the six months ended 30 June 2020 (the ''2020 Interim Report''):

		For the year	For the year
	For the six months	ended	ended	Change
	ended	31 December	31 December	from 2018
	30 June 2020	2019	2018	to 2019
	RMB'000	RMB'000	RMB'000	%
Revenue	10,186,358	24,012,653	20,642,565	16.33
- Recycled copper	10,168,025	23,952,537	20,574,315	16.42
products
- Power transmission and	9,582	32,068	27,315	17.40
distribution cables
- Communication cables	8,751	28,048	40,935	(31.48)
Gross loss	(58,842)	(257,941)	(234,264)	10.11
(Loss)/profit for the period/	(156,150)	(217,336)	20,123	N/A
year
	As at	As at	As at	Change
	30 June	31 December	31 December	from 2018
	2020	2019	2018	to 2019
	RMB'000	RMB'000	RMB'000	%
Cash and cash equivalents	47,051	64,703	112,935	(42.71)
Net assets	1,639,881	1,810,087	1,905,777	(5.02)

- 21 -

LETTER FROM GRAM CAPITAL

As illustrated by the above table, the Group recorded revenue of approximately RMB24.01 billion for the year ended 31 December 2019 (''FY2019''), representing an increase of approximately 16.33% as compared to that for the year ended 31 December 2018. With reference to the 2019 Annual Report, the aforesaid increase in the Group's revenue was contributed by the increase in the Group's trading volume of electrolytic copper and the increase in production volume of its recycled copper products. Despite the aforesaid revenue increase, the Group recorded gross loss of approximately RMB257.94 million and loss of approximately RMB217.34 million for FY2019.

As at 30 June 2020, the Group had (i) cash and cash equivalents of approximately RMB47.05 million; (ii) net assets of approximately RMB1.64 billion.

With reference to the 2020 Interim Report, COVID-19 pneumonia epidemic caused a major impact on the world economy. The decline in industrial production across the PRC led to a significant reduction in the demand for basic raw materials, especially metal materials. Therefore, the Group recorded a decrease in copper product sales by 12.7% in the first half of 2020 as compared to the first half of 2019. Along with the decrease in production and sales volume of recycled copper products, value-added-tax refunds under the Comprehensive Utilisation of Resources Policy also recorded a corresponding decrease in the first half of 2019. In addition, the tight liquidity situation of customers has prolonged the aging of trade receivables, as such, the bad debt provision ratio has also increased accordingly. In this difficult environment, the Group recorded a net loss of approximately RMB156.15 million for the six months ended 30 June 2020.

With reference to the 2020 Interim Report, the Group has put in place contingency measures to reduce the impact from the outbreak of COVID-19 pneumonia epidemic. The Group expected the operating environment to be challenging in the second half of 2020. In order to further support the Group's business development, the management is implementing a series of financing plans to consolidate the financial strength so that the Group will be able to cope with possible headwinds as well as being able to take advantage of future opportunities if and when they arise.

Information of JX E-commerce

With reference to the Board Letter, JX E-commerce is a company incorporated in the PRC. As at the Latest Practicable Date, the equity interest in JX E-commerce is held as to 25% by Fuqing Zhongjin, 55% by Sichuan Xijiulong and 8% by Baohe Fushan, an associated company of the Company. The remaining equity interest of JX Ecommerce is held by three independent third parties of the Company. After Completion, Fuqing Zhongjin will no longer hold any equity interest in JX E-commerce. JX E-commerce is principally engaged in the operation of renewable metal electronic commerce platform in the PRC, which provides timely information on market supply and demand to companies engaging in the renewable resources industry in the PRC through release of information through its website and mobile services.

- 22 -

LETTER FROM GRAM CAPITAL

Set out below is the audited consolidated financial information of JX E-Commerce for the two financial years ended 31 December 2019 as extracted from the Board Letter:

	For the year	For the year
	ended	ended
	31 December	31 December
	2018	2019
	(audited)	(audited)
	RMB	RMB
Net profit before taxation	177,000	91,000
Net profit after taxation	82,000	32,000

With reference to the Board Letter, the audited consolidated net asset value of JX E- commerce as of 30 June 2020 was RMB92,194,000.

Information on the Sichuan Xijiulong

With reference to the Board Letter, Sichuan Xijiulong is an investment holding company incorporated in the PRC which is 95% and 5% controlled by Ms. Yu Yanyan and Ms. Yu Jiajia respectively. Ms. Yu Yanyan and Ms. Yu Jiajia are daughters and associates of Mr. Yu (the chairman and controlling shareholder of the Company), and are therefore connected persons of the Company.

Reasons for and benefits of the Disposal

With reference to the Board Letter, as JX E-commerce fails to complete any Qualified IPO within 3 years of the Original Completion Date, the Directors are of the view that entering into the Repurchase Agreement represents the exercise of the right to protect the investment of the Group and to improve the cash position of the Company by offsetting the Loan. The Directors are also of the view that the transaction contemplated under the Repurchase Agreement are on normal commercial terms that are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.

With reference to the Company's announcement dated 25 October 2017 in relation to the Equity Transfer Agreement, one of the reasons for acquisition of the Relevant Interest is to enjoy potential capital gain should an initial public offering of JX E-commerce take place in the future on a major stock exchange.

Given that JX E-commerce fails to complete any Qualified IPO within 3 years of the Original Completion Date and recorded minimal profits for the two years ended 31 December 2019, it is reasonable for the Group to exit its investment in JX E-commerce.

As above-mentioned, the Group's cash and cash equivalents amounted to approximately RMB112.94 million, RMB64.70 million and RMB47.05 million as at 31 December 2018, 31 December 2019 and 30 June 2020 respectively. In light of the said reduced cash position, it is also reasonable for the Group to improve its cash position through the Disposal.

- 23 -

LETTER FROM GRAM CAPITAL

With reference to the Board Letter, prior to the exercise of the Put Option, the Company had preliminarily considered disposing the Relevant Interest to other independent third parties, but concluded that, in light of the drop in valuation of the Relevant Interest and the relevant costs (including time costs) associated with the negotiation of transaction documents in respect of proposed disposal, it is more commercially advantageous and beneficial to the Company and the Shareholders to exercise the Put Option and proceed with the Repurchase Agreement.

Having considered the above reasons for and benefits of the Disposal, we concur with the Directors that although the Disposal is not conducted under the ordinary and usual course of the Group's business, it is in the interests of the Company and the Shareholders as a whole.

2. Principal terms of the Repurchase Agreement

Date

9 November 2020

Parties

Fuqing Zhongjin (as the seller and transferor); and
Sichuan Xijiulong (as the buyer and transferee).

Assets to be disposed of

The Relevant Interest (i.e. 25% equity interest in JX E-commerce), together with all rights, including but not limited to rights to receive any and all undistributed profits and surplus reserves in accordance with law, administrative regulations and articles of association.

Consideration

With reference to the Board Letter, the Consideration was agreed at the time of entering into the Equity Transfer Agreement after arm's length negotiations between Sichuan Xijiulong and Fuqing Zhongjin, having taken into consideration of various factors, including but not limited to the valuation of the entire equity value of JX E- commerce at RMB1,001,579,300 as at 30 June 2017 by Zhejiang Zhonglian Yaoxin Asset Appraisal Co., Ltd. (浙江中聯耀信資產評估有限公司), a qualified independent third

- 24 -

LETTER FROM GRAM CAPITAL

party valuer in the PRC (the ''Previous Valuation''). The income approach was adopted as the methodology for the Previous Valuation, being one of the common valuation methodologies for a developing company.

The Valuation Report

To assess the fairness and reasonableness of the Consideration, we obtained the Valuation Report prepared by the Valuer and noted that the Valuation as at 31 October 2020 (the ''Valuation Date'') was approximately RMB94 million. With reference to the Board Letter, the difference between the Previous Valuation and the Valuation is in line with management's assessment on JX E-commerce's business performance: despite the small profits earned by JX E-commerce in the past few financial years, its business operation has never taken off nor is expected to take off.

For our due diligence purpose, we reviewed and enquired into (i) the terms of engagement of the Valuer with the Company; (ii) the Valuer's qualification in relation to the preparation of the Valuation Report; and (iii) the steps and due diligence measures taken by the Valuer for conducting the Valuation Report. From the mandate letter and other relevant information provided by the Valuer and based on our interview with them, we were satisfied with the terms of engagement of the Valuer as well as their qualification for preparation of the Valuation Report. The Valuer also confirmed that they are independent to the Group, Sichuan Xijiulong and JX E-commerce.

With reference to the Valuation Report, the Valuation Report was prepared by the Valuer by adopting asset-based approach. Upon our enquiry, the Valuer advised us that:

income approach was considered inappropriate as the future income of JX E- commerce cannot be estimated under a reliable basis (we understood from the Company that given (a) the financial performance of JX E-commerce was not satisfactory as originally planned and expected; and (b) unfavourable market condition for JX E-commerce, the future income of JX E-commerce cannot be estimated under a reliable basis);
market approach was also considered inappropriate as the Valuer could not identify (a) comparable company with similar business nature as and comparable size to JX E-commerce; and (b) comparable transaction of similar enterprises as JX E-commerce; and
the conditions for adopting asset-based approach are (a) subject of the valuation is being utilised or assumed to be continuously utilised; and (b) there is sufficient historical information available. As the subject of the Valuation satisfied the aforesaid conditions, asset-based approach was adopted for the Valuation.

- 25 -

LETTER FROM GRAM CAPITAL

We further reviewed and enquired into the Valuer on the methodologies adopted and the basis and assumptions adopted in the Valuation Report in order for us to understand the Valuation Report. During our discussion with the Valuer, we did not identify any major factor which caused us to doubt the fairness and reasonableness of the methodology, principal bases, assumptions and parameters adopted for the Valuation Report.

Having considered (i) our independent work performed on the Valuation Report and that the Consideration of RMB125 million is higher than ''25% of the Valuation'' (i.e. Approximately RMB94 million x 25% = Approximately RMB23.5 million); (ii) the Consideration equals to the acquisition consideration of the Relevant Interest paid by Fuqing Zhongjin under the Equity Transfer Agreement; and (iii) the Consideration equals to the exercise price of the Put Option, we are of the view that the Consideration is fair and reasonable.

For other detailed terms of the Repurchase Agreement, please refer to the section headed ''Repurchase Agreement'' of the Board Letter.

Having considered that the principal terms of the Repurchase Agreement, we are of the view that the terms of the Disposal are on normal commercial terms and are fair and reasonable.

3. Financial effects of the Disposal

With reference to the Board Letter, Fuqing Zhongjin will no longer hold any equity interest in JX E-commerce after Completion.

With reference to the Board Letter, given the Consideration is equivalent to the total of the net book value of investment in JX E-commerce and relevant derivative financial instrument as set out in the latest audited financial statements of the Company for the year ended 31 December 2020, the Directors do not expect to recognize any net gain/loss from the Disposal.

It should be noted that the aforementioned analyses are for illustrative purposes only and do not purport to represent how the financial position of the Group will be upon Completion.

- 26 -

LETTER FROM GRAM CAPITAL

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the Disposal are on normal commercial terms and are fair and reasonable; and (ii) although the Disposal is not conducted under the ordinary and usual course of the Group's business, it is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Disposal and we recommend the Independent Shareholders to vote in favour of the resolution in this regard.

Yours faithfully,

For and on behalf of

Gram Capital Limited

Graham Lam

Managing Director

Note: Mr. Graham Lam is a licensed person registered with the Securities and Futures Commission and a responsible officer of Gram Capital Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO. He has over 25 years of experience in investment banking industry.

- 27 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements, together with the accompany notes to the financial statements, of the Group for the years ended 31 December 2018, 2019 and 2020 are disclosed in the following documents which have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cmru.com.cn):

Annual report for the year ended 31 December 2018 https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0429/ltn20190429755.pdf

Annual report for the year ended 31 December 2019 https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0823/2020082300051.pdf

Annual results announcement for the year ended 31 December 2020 https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0331/2021033102358.pdf

2. INDEBTEDNESS

As at the close of business on 28 February 2021, the indebtedness of the Group was as follows:

Bank loans

As at 28 February 2021, the Group held bank loans of principal amount of approximately RMB1 billion.

Convertible bonds

As at 28 February 2021, the Group held convertible bonds of principal amount of approximately HK$590 million.

Lease liabilities

As at 28 February 2021, the Group had current and non-current lease liabilities of approximately RMB10 million.

Contingent consideration liability

As at 28 February 2021, the Group had current and non-current contingent liabilities of approximately less than RMB123 million.

Notes

As at 28 February 2021, the Group had current and non-current notes of approximately RMB0.1 billion.

Saved as aforesaid and apart from intra-group liabilities, as at the close of business on 28 February 2021, the Group did not have any material debt securities issued and outstanding, or authorised or otherwise created but unissued, or term loans or other borrowings or

- 28 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

indebtedness in the nature of borrowing of the Group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, or outstanding mortgages or charges, or contingent liabilities or guarantees.

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change to the financial or trading position of the Group since 31 December 2020, being the date to which the latest published audited financial statements of the Group were made up.

4. SUFFICIENCY OF WORKING CAPITAL

The Directors were of the opinion that, taking into accounts the internal resources of the Group, including internally generated funds, the existing bank borrowings and available banking facilities, and the financing plans as disclosed in the announcements dated 4 January 2021 and 16 July 2020 and in the absence of unforeseeable circumstances, the Group has sufficient working capital for its present requirements, that is for at least next twelve months from the date of this circular.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in the manufacturing and trading of copper and related products.

Although China cannot stand alone in the current global economic contraction, China's measures in epidemic prevention and control, and resumption of work/production are visionary, forward-looking and effective, and as a result, its economy continues to recover. In the second quarter, the GDP growth rate rebounded to positive 3.2% year-on-year. Among the GDP components, manufacturing industry rebounded to positive 3.2%, and the construction industry rebounded to positive 7.8%, all better than market expectations. As far as the Group's businesses are concerned, the outbreak has so far caused operational delays. The Group has put in place contingency measures to reduce the impact from this outbreak. However, the situation remains fluid at this stage. As a result, we expect our operating environment to be challenging in the second half of the year. In order to further support the Group's business development, the management is implementing a series of financing plans to consolidate our financial strength so that we will be able to cope with possible headwinds as well as being able to take advantage of future opportunities if and when they arise.

- 29 -

APPENDIX II	GENERAL INFORMATION

1. DISCLOSURE OF INTERESTS

Interests of Directors

As at the Latest Practicable Date, the interests of Directors in the shares, underlying shares and debentures (within the meaning of Part XV of the SFO) of the Company and its associated corporations (within the meaning of Part XV of the SFO) which would be required to be: (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 and 2 and 3 of Part XV of the SFO (including interests which a Director or chief executive of the Company would be taken or deemed to have under such provisions of the SFO); (ii) entered in the register kept by the Company pursuant to Section 352 of the SFO; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:

Long position in the ordinary shares of the Company

			Approximate
		Number of	percentage of
Name of Director	Capacity/Nature of interest	shares held	shareholdings(1)
Mr. Yu Jianqiu	Interest in a controlled	532,794,400	16.22%
	corporation(2)
	Beneficial owner	6,204,000	0.19%
Mr. Huang Weiping	Interest in controlled	310,317,000	9.45%
	corporations(3)
Mr. Kwong Wai Sun Wilson	Beneficial owner	3,272,600	0.10%

Notes:

The percentage represents the number of ordinary shares divided by the number of the Company's issued shares as at the Latest Practicable Date.
The shares were held by Mr. Yu Jianqiu, Chairman and an executive Director of the Company, together with Epoch Keen Limited, a company wholly-owned by Mr. Yu Jianqiu.
The shares were held by First Harvest Global Limited, Gold Wide Enterprises Limited and Ocean Through Limited. All these companies are wholly-owned by Mr. Huang Weiping.

- 30 -

APPENDIX II	GENERAL INFORMATION

Long positions in the underlying shares of the Company

			Approximate
		Number of	percentage of
Name of Director	Capacity/Nature of interest	shares held	shareholdings(1)
Mr. Huang Weiping	Beneficial owner(4)	667,000	0.02%
Ms. Zhu Yufen	Beneficial owner(5)	3,334,000	0.10%
Mr. Kwong Wai Sun Wilson	Beneficial owner(6)	5,000,000	0.15%
Mr. Lee Ting Bun Denny	Beneficial owner(7)	1,000,000	0.03%
Mr. Pan Liansheng	Beneficial owner(8)	1,000,000	0.03%
Ms. Ren Ruxian	Beneficial owner(9)	1,000,000	0.03%

Notes:

These equity derivatives were share options granted to Mr. Huang Weiping under the share option scheme of the Company on 2 July 2014.
These equity derivatives were share options granted to Ms. Zhu Yufen under the share option scheme of the Company on 2 July 2014.
These equity derivatives were share options granted to Mr. Kwong Wai Sun Wilson under the share option scheme of the Company on 7 May 2015.
These equity derivatives were share options granted to Mr. Pan Liansheng under the share option scheme of the Company on 7 May 2015.
These equity derivatives were share options granted to Mr. Lee Ting Bun Denny under the share option scheme of the Company on 7 May 2015.
These equity derivatives were share options granted to Ms. Ren Ruxian under the share option scheme of the Company on 31 May 2016.

Other than the interests in the shares, underlying shares and debentures as set out above, as at the Latest Practicable Date, none of the Directors had any interest or short position in the shares, underlying shares or debentures (within the meaning of Part XV of the SFO) of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would be required to be: (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which a Director or chief executive of the Company would be taken or deemed to have under such provisions of the SFO);

entered in the register kept by the Company pursuant to Section 352 of the SFO; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code.

- 31 -

APPENDIX II	GENERAL INFORMATION

Directors who are also substantial Shareholders

The following is a list of the Directors who, as at the Latest Practicable Date, were also directors or employees of a company which has an interest or short position in the shares and underlying shares which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO:

		Total number
		of shares held
		(ordinary
		shares and
		underlying	Approximate
		shares of the	percentage of
Name of Director	Capacity/Nature of interest	Company)	shareholdings(1)
Mr. Yu Jianqiu	Interest in a controlled	532,794,400	16.22%
	corporation(2)
	Beneficial owner	6,204,000	0.19%
Mr. Huang Weiping	Interest in a controlled	310,317,000	9.45%
	corporations(3)
	Beneficial owner(4)	667,000	0.10%

(b) Interests of substantial Shareholders

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following parties, other than the Directors or chief executives of the Company, had an interest in the shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept under Section 336 of the SFO:

Long positions in the ordinary shares of the company

		Capacity/Nature	Number of	Percentage of
Name	Note	of interests	shares held	shareholding(1)
Mianyang Fule Investment	2	Beneficial	717,994,566	21.86%
Co., Ltd.* (綿陽富樂投資		interests
有限公司)

- 32 -

APPENDIX II		GENERAL INFORMATION

		Capacity/Nature	Number of	Percentage of
Name	Note	of interests	shares held	shareholding(1)
State-owned Assets	3	Interests in a	717,994,566	21.86%
Supervision and		controlled
Administration Office of		corporation
Youxian District,
Mianyang City* (綿陽市
游仙區國有資產監督管理
辦公室)
Quaestus Capital Pte Ltd	4	Beneficial	280,312,902	8.54%
		interests
Kwek Steven Poh Song	5	Interests in a	280,312,902	8.54%
		controlled
		corporation

Notes:

The percentage represents the number of ordinary shares divided by the number of the Company's issued shares as at the Latest Practicable Date.
These interests represented Mianyang Fule Investment Co., Ltd.'s beneficial interests in 717,994,566 shares.
Mianyang Fule Investment Co., Ltd. is 100% controlled by State-owned Assets Supervision and Administration Office of Youxian District, Mianyang City. State-owned Assets Supervision and Administration Office of Youxian District, Mianyang City was deemed to be interested in such shares under SFO.
These interests represented Quaestus Capital Ptd Ltd's beneficial interests in 280,312,902 Shares. The interests were disclosed based on the disclosure of interest filing made by Quaestus Capital Ptd Ltd on 3 April 2020.
Quaestus Capital Pte Ltd is 80% controlled by Kwek Steven Poh Song. Kwek Steven Poh Song was deemed to be interested in such shares under SFO. The interests were disclosed based on the disclosure of interest filing made by Kwek Steven Poh Song on 3 April 2020.

translation for identification purpose

- 33 -

APPENDIX II	GENERAL INFORMATION

Long positions in the underlying shares of the Company

			Approximate
		Number of	percentage of
Name	Capacity/Nature of interest	shares held	shareholdings(6)
China Huarong Asset	Interest in a controlled	499,316,077	15.20%
Management Co., Ltd.	corporations(7)
Mianyang Science	Person having a security	310,317,000	9.45%
Technology City	interest in shares(8)
Development Investment
(Group) Co., Ltd.

Notes:

The percentage represents the number of ordinary shares divided by the number of the Company's issued shares as at the Latest Practicable Date.
These interests represented (i) Huarong's beneficial interests in 90,881,295 shares; (ii) derivative interests in 130,434,782 underlying shares derived from the Huarong CB 2017; and (iii) derivative interests in 278,000,000 underlying shares derived from the share charges entered into between Epoch Keen Limited and Huarong.
Pursuant to Huarong CB 2017, assuming full conversion of the convertible bonds at an initial conversion price of HK$2.99 per share, the convertible bonds will be convertible into approximately 130,434,782 new shares (subject to adjustment).
Epoch Keen Limited entered into a share charge and a confirmatory share charge with Huarong on 8 August 2017 and 22 April 2020, respectively, pursuant to which Epoch Keen Limited charged 278,000,000 shares in favour of the Huarong as security for the payment and discharge of obligations owing from the Company to the Investor pursuant to, amongst others, the Investor Subscription Agreement and the convertible bonds.
These shares are held by China Huarong Asset Management Co., Ltd. through Huarong Real Estate Co., Ltd., Huarong Zhiyuan Investment & Management Co., Ltd. and China Huarong International Holdings Limited, based on the disclosure of interest filing made be China Huarong Asset Management Co., Ltd. on 28 December 2018.
On 15 August 2014, Ocean Through Limited, First Harvest Global Limited and Gold Wide Enterprises Limited, shareholders of the Company, has each entered into share charges in respect of their respective shareholding of, 39,401,600, 167,952,400 and 102,963,000 shares of the Company in favour of Mianyang Science Technology City Development Investment (Group) Co., Ltd. as the secured party.

- 34 -

APPENDIX II	GENERAL INFORMATION

2. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing and proposed service contract with any members of the Group which is not determinable within one year without payment of compensation other than statutory compensation.

3. MATERIAL CONTRACTS

Saved as disclosed below, there are no material contracts, not being contracts in the ordinary course of business of the Group, which were entered into by the Group within two years immediately preceding the date of this circular which are or may be material:

a subscription agreement dated 20 July 2020 entered into between the Company and Mianyang Fule Investment Co., Ltd.* (綿陽富樂投資有限公司) (the ''Subscriber'')
pursuant to which the Company has conditionally agreed to issue and the Subscriber has conditionally agreed to subscribe for 618,490,566 subscription shares at the original subscription price of HK$0.53 per subscription share; on 4 January 2021, the Company and the Subscriber entered into the supplemental agreement to amend certain terms of the subscription agreement, included the revised subscription price of HK$0.465 per subscription shares. Further details of the subscription are set out in announcements of the Company dated 20 July 2020, 4 January 2021 and circular of the Company dated 8 February 2021.
An amendment deed dated 22 April 2020 entered into between the Company and Prosper Rich Investments Limited (''Prosper Rich'') which, amongst others, extended maturity date of the Prosper Rich convertible bonds to 11 August 2020.
An amendment agreement dated 22 April 2020 entered into between the Company and China Huarong International Holdings Limited (''Huarong'') which, amongst others, extended maturity date of Huarong convertible bonds to 11 August 2020.

4. DIRECTORS' INTEREST IN CONTRACTS AND ASSETS

Save as the Put Option and the Loan Agreement as described above, none of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 31 December 2020 (being the date to which the latest published audited accounts of the Group were made up), (i) acquired or disposed of by; or (ii) leased to; or (iii) proposed to be acquired or disposed of by; or (iv) proposed to be leased to, any member of the Group.

5. DIRECTORS' INTEREST IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group as required to be disclosed pursuant to the Listing Rules.

- 35 -

APPENDIX II	GENERAL INFORMATION

6. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries have been engaged in any litigation or claims of material importance and, so far as the Directors are aware, there was no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries.

7. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has been named in this circular or has given opinions, letters or advice contained in this circular:

Name	Qualification
Gram Capital Limited	A licensed corporation to carry out Type 6 (advising on
	corporate finance) regulated activity under the Securities and
	Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

Gram Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its letter and/or reference to its name, in the form and context in which they appear.

As at the Latest Practicable Date, Gram Capital was not beneficially interested in the share capital of any member of the Group nor had any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group, nor did it have any interest, either directly or indirectly, in the assets which have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group, since 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Group were made up.

8. MISCELLANEOUS

The company secretary of the Company is Mr. Cheung Ying Kwan, who is a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants.
The principal share registrars and transfer office of the Company is Codan Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
The English text of this circular prevails over the Chinese text.

- 36 -

APPENDIX II	GENERAL INFORMATION

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Unit 02-03, 44/F., Cosco Tower, 183 Queen's Road Central, Hong Kong during normal business hours on any business day other than public holidays, from the date of this circular up to and including 18 June 2021:

the memorandum of association and articles of association of the Company;
the Equity Transfer Agreement;
the Repurchase Agreement;
the Loan Agreement;
the Supplemental Loan Agreement;
the ''Letter from the Independent Board Committee'' as set out in this circular;
the ''Letter from Gram Capital'' as set out in this circular;
the letters of consent from Gram Capital referred to in paragraph 7 of this Appendix II;
the annual reports of the Company for each of the two years ended 31 December 2018 and 2019;
the annual results announcement of the Company for the year ended 31 December 2020;
the material contracts referred to in the paragraph headed ''Material Contracts'' in this Appendix; and
this circular.

- 37 -

NOTICE OF THE EGM

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

CHINA METAL RESOURCES UTILIZATION LIMITED

中國金屬資源利用有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1636)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ''Meeting'') of China Metal Resources Utilization Limited (the ''Company'') will be held at Unit 02-03, 44/F., Cosco Tower, 183 Queen's Road Central, Hong Kong on 18 June 2021 immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

''THAT:

the repurchase agreement (the ''Repurchase Agreement'') dated 9 November 2020 entered into between (i) Fuqing Zhongjin Nonferrous Metal Materials Co., Ltd.* (福清中金有色金屬材料有限公司) (''Fuqing Zhongjin''), an indirect wholly-owned
subsidiary of the Company, as seller, and (ii) Sichuan Xijiulong Investment Co., Ltd.* (四川省西九龍投資有限公司) (''Sichuan Xijiulong'') as buyer, in relation to the 25% equity interest in Sichuan Jin Xunhuan E-commerce Trading Co., Ltd.* (四川金循環電子商務有限公司) (''Relevant Interest'') (a copy of which marked ''A''
has been produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification), pursuant to which Fuqing Zhongjin conditionally agreed to sell and transfer, and Sichuan Xijiulong conditionally agreed to purchase the Relevant Interest pursuant to the put option granted under the equity transfer agreement dated 25 October 2017 entered into between Fuqing Zhongjin and Sichuan Xijiulong, be and are hereby approved, ratified and confirmed; and

For identification purposes only

- 38 -

NOTICE OF THE EGM

any one or more directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient in connection with the performance of the rights and/or obligations under the Repurchase Agreement and the transactions contemplated thereunder.''

By order of the Board

China Metal Resources Utilization Limited

Mr. YU Jianqiu

Chairman

22 April, 2021

Notes:

All resolutions at the extraordinary general meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before (i.e. 11:00 a.m. on Wednesday, 16 June 2021) the time appointed for holding the Meeting or any adjourned meeting thereof (as the case may be).
Completion and return of the form of proxy will not preclude members from attending and voting in person at the Meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoke.
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
The register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no share transfers can be registered. In order to be eligible for attending and voting at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 11 June 2021.
If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 7:30 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the websites of the Company at www.cmru.com and the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the adjourned meeting.

- 39 -

NOTICE OF THE EGM

As at the date of this notice, the Board comprises four executive directors, namely, Mr. Yu Jianqiu (Chairman), Mr. Kwong Wai Sun Wilson, Mr. Huang Weiping and Ms. Zhu Yufen; and three independent non-executive directors, namely, Mr. Lee Ting Bun Denny, Mr. Pan Liansheng and Ms. Ren Ruxian.

- 40 -

Attachments

Original document
Permalink

Disclaimer

China Metal Resources Utilization Ltd. published this content on 21 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 12:31:07 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:27 2023-03-31 am EDT			5-day change	1st Jan Change
0.048 ^HKD	-18.64%		-.--%	-.--%

Mar. 29	China Metal Resources Updates on Release of 2022 Financial Report	MT
Mar. 28	China Metal Resources Utilization Limited Announces Delay in Publication of Interim Results and Annual Results for 2023	CI

China Metal Resources Updates on Release of 2022 Financial Report	Mar. 29	MT
China Metal Resources Utilization Limited Announces Delay in Publication of Interim Results and Annual Results for 2023	Mar. 28	CI
China Metal Resources Utilization Limited Announces Further Delay in Publication of the Results and Reports	Feb. 29	CI
China Metal Resources Utilization Limited Reports Earnings Results for the Full Year Ended December 31, 2022	Jan. 31	CI
CMRU Warns of Wider 2022 Loss	Jan. 26	MT
China Metal Resources Utilization Limited Provides Financial Guidance for the Year Ended December 31, 2022	Jan. 26	CI
Court Appoints Administrator for Debt Restructuring of CMRU's Unit	23-10-16	MT
CMRU Unit Wins Chinese Court Nod for Debt Restructuring	23-09-15	MT
China Metal Resources Utilization Limited Announces Retirement of Huang Weiping as Executive Director	23-06-30	CI
China Metal Resources to Publish FY22 Results in September	23-04-14	MT
China Metal Resources Warns of Delay in 2022 Results	23-03-30	MT
China Metal Resources Utilization Limited Announces Delay in Publication of Annual Results Announcement for the Year Ended 31 December 2022	23-03-29	CI
China Metal Resources Receives Court Documents Approving Subsidiaries' Bankruptcy Reorganization	23-01-04	MT
China Metal Resources Utilization's Convertible Bonds Issued to Huarong International Mature; Shares Climb 3%	23-01-02	MT
China Metal Resources Utilization Limited Announces Board Changes	22-10-13	CI
China Metal Resources Utilization Limited Appoints Mr. Gao Qiang as Executive Director	22-09-02	CI
China Metal Resources Utilization Limited Announces Change of Address of Principal Place of Business in Hong Kong	22-09-01	CI
China Metal Resources Utilization Limited Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-31	CI
China Metal Resources Utilization Limited Provides Earnings Guidance for the Six Months Ended 30 June 2022	22-08-25	CI
Chinese Court Accepts China Metal Resources' Bankruptcy Reorganization Application	22-08-04	MT
China Metal Resources Utilization Limited Approves to Elect Li Wei as an Independent Non-Executive Director	22-06-28	CI
China Metal Resources Units to File for Bankruptcy	22-06-06	MT
China Metal Resources Utilization Limited Announces Executive Retirements	22-05-25	CI
China Metal Resources Utilization Limited Auditor Raises 'Going Concern' Doubt	22-04-25	CI
China Metal Resources Utilization Limited Reports Earnings Results for the Full Year Ended December 31, 2021	22-03-31	CI

	1st Jan change	Capi.
CHINA METAL RESOURCES UTILIZATION LIMITED	-.--%	27.48M
SOUTHERN COPPER CORPORATION	+35.73%	86.45B
FREEPORT-MCMORAN INC.	+18.35%	70.86B
MINING AND METALLURGICAL COMPANY NORILSK NICKEL	-.--%	27.71B
JIANGXI COPPER COMPANY LIMITED	+48.73%	10.12B
SUMITOMO METAL MINING CO., LTD.	+24.16%	8.97B
BOLIDEN AB	+10.21%	8.69B
KOREA ZINC INC.	-8.73%	6.89B
WESTERN MINING CO.,LTD.	+44.50%	6.55B
JINDUICHENG MOLYBDENUM CO., LTD.	+23.28%	5.3B

China Metal Resources Utilization Limited

Equities

1636

KYG316221061

Specialty Mining & Metals

China Metal Resources Utilization : (1) MAJOR AND CONNECTED TRANSACTION DISPOSAL OF 25% EQUITY INTEREST IN JX E-COMMERCE BY EXERCISING THE PUT OPTION AND (2) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Latest news about China Metal Resources Utilization Limited

Chart China Metal Resources Utilization Limited

Company Profile

Income Statement Evolution

Annual profits - Rate of surprise

Sector Other Specialty Mining & Metals