China Nonferrous Mining : INSIDE INFORMATION - UPDATE ON PROPOSED REORGANISATION AT CONTROLLING SHAREHOLDER LEVEL

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China Nonferrous Mining Corporation Limited

中 國 有 色 礦 業 有 限 公 司

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 1258)

INSIDE INFORMATION

UPDATE ON PROPOSED REORGANISATION

AT CONTROLLING SHAREHOLDER LEVEL

This announcement is made by China Nonferrous Mining Corporation Limited (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 27 September 2019 (the "Announcement") in relation to, amongst others, the proposed transfer of shares in the Company held by its controlling shareholder China Nonferrous Mining Development Limited ( 中 色 礦 業 發 展 有 限 公 司*) ("CNMD") to a company whose shares are listed on the Shenzhen Stock Exchange, as part of an intra-group restructuring. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

As disclosed in the Announcement, CNMD, the controlling shareholder of the Company, proposed to transfer the Relevant Shares (representing approximately 74.52% of the Company's total issued share capital as of the date of this announcement) held by it to the Purchaser as part of an intra-group restructuring. The proposal for the Proposed Acquisition has been formulated and announced by the Purchaser on the website of the Shenzhen Stock Exchange on 18 October 2019 (the "Purchaser Announcement").

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As disclosed in the Purchaser Announcement, it is proposed that the consideration for the Relevant Shares will be satisfied by the issue of consideration shares by the Purchaser to CNMD. As at the date of this announcement, since the auditing and appraisal/valuation works in respect of the Proposed Acquisition have not been completed, the consideration for the Relevant Shares has not yet been determined.

It was also disclosed in the Purchaser Announcement that the Proposed Acquisition is expected to constitute a material asset reorganisation of the Purchaser and is still subject to, amongst others, the approval by the shareholders of the Purchaser and the approval by the China Securities Regulatory Commission of the People's Republic of China. For further details of the Proposed Acquisition, please refer to the Purchaser Announcement on the website of the Shenzhen Stock Exchange at www.szse.cn.

The Company will make further announcement(s) on the Proposed Acquisition as and when appropriate and in accordance with the Listing Rules.

Shareholders and the public are reminded to exercise caution when dealing in the securities of the Company.

By Order of the Board

China Nonferrous Mining Corporation Limited

Aibin HU and Man Yi WONG

Joint Company Secretaries

Beijing, 18 October 2019

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Tongzhou WANG, Mr. Xiaowei WANG, Mr. Lin ZHANG, Mr. Chunlai WANG and Mr. Kaishou XIE as executive Directors, Mr. Jinjun ZHANG as non-executive Director, and Mr. Chuanyao SUN, Mr. Jingwei LIU and Mr. Huanfei GUAN as independent non-executive Directors.

• for identification purposes only

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