CITIC Dameng : CONNECTED TRANSACTION MANGANESE ORES SALE AND PURCHASE AGREEMENT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

CITIC Dameng Holdings Limited

中 信 大 錳 控 股 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1091)

CONNECTED TRANSACTION

MANGANESE ORES SALE AND PURCHASE AGREEMENT

The Board hereby announces that on 2 December 2019, CDM entered into the Manganese Ores Sale and Purchase Agreement with CITIC Jinzhou. Pursuant to the Manganese Ores Sale and Purchase Agreement, CDM agreed to sell and CITIC Jinzhou agreed to purchase the Manganese Ores at an ex-tax price of RMB30,073,274 (approximately HK$33,381,334).

CITIC Jinzhou is an indirect non-wholly owned subsidiary of CITIC Group. Therefore, CITIC Jinzhou is a connected person of the Company and the transaction under the Manganese Ores Sale and Purchase Agreement is a connected transaction.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Manganese Ores Sale and Purchase Agreement exceed 0.1% but are less than 5%, the transaction contemplated under the Manganese Ores Sale and Purchase Agreement is subject to the reporting and announcement requirements but exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

1

INTRODUCTION

The Board hereby announces that on 2 December 2019, CDM entered into the Manganese Ores Sale and Purchase Agreement with CITIC Jinzhou. Pursuant to the Manganese Ores Sale and Purchase Agreement, CDM agreed to sell and CITIC Jinzhou agreed to purchase the Manganese Ores at an ex-tax price of RMB30,073,274 (approximately HK$33,381,334).

MANGANESE ORES SALE AND PURCHASE AGREEMENT

The principal terms of the Manganese Ores Sale and Purchase Agreement are summarized below:

Date:	2 December 2019
Parties:	(1) CDM (as the seller); and
	(2) CITIC Jinzhou (as the purchaser)
Subject:	CDM agreed to sell and CITIC Jinzhou agreed to purchase the
	Manganese Ores
Pricing Basis:	The ex-tax price of the Manganese Ores (on the basis of carriage
	paid to purchaser's stockyard in Jinzhou, PRC) is
	RMB30,073,274 (approximately HK$33,381,334) (the "Price"),
	which is agreed through commercial negotiation between the
	Company and CITIC Jinzhou on an arm's length basis with
	reference to the prevailing market price of such manganese
	ores through the following channels:
	(i)	considering five comparable transactions conducted by
		Independent Third Parties during the same period on
		such manganese ores;
	(ii)	communication and exchange of price information with
		five independent customers by various means, including
		telephone conversations, emails and meetings, with
		peers and business partners within the same industry;
		and
	(iii)	online information obtained from various websites
		including 上海有色 (https://www.smm.cn/),中国铁合金
		在 线 (https://www.cnfeol.com/), 上 海 华 诚 金 属 网
		(http://www.hme01.com/information/) and 全球铁合金网
		(http://www.qqthj.com/), etc.
Payment:	The Price shall be payable by CITIC Jinzhou in full to CDM
	by way of bank acceptance note with maturity not more than
	six months on or before 31 December 2019.

2

REASONS FOR AND BENEFITS OF ENTERING INTO THE MANGANESE ORES SALE AND PURCHASE AGREEMENT

CITIC Jinzhou is one of the market leaders in manganese ferroalloy production and manganese ores are one of the major raw materials in its production. As there are a lot of ferroalloy producers in the northern region of the PRC, it is part of the Group's strategy to expand the sales of its Gabon manganese ores thereto so as to match the increasing production capacity of the Group's Gabon mine. The sale of Manganese Ores to CITIC Jinzhou can give the Group's Gabon manganese ores further access into the northern market of the PRC.

The Directors including the independent non-executive directors, (excluding Mr. Guo Aimin, Mr. Suo Zhengang and Mr. Lyu Yanzheng, all of whom are also directors and/or senior management of certain subsidiaries of CITIC Group, have abstained from voting on the board resolution approving Manganese Ores Sale and Purchase Agreement) are of the view that: (i) Manganese Ores Sale and Purchase Agreement has been entered into on normal commercial terms and in the ordinary and usual course of business of the Group; and (ii) the terms under Manganese Ores Sale and Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION RELATING TO THE COMPANY, CDM AND CITIC JINZHOU

The Company is a vertically integrated manganese producer that produces and sells manganese products. It has manganese mining and ore processing in the PRC and Gabon, as well as downstream processing operations in China.

CDM is one of market leaders in vertically integrated manganese producer that produces and sells manganese products. It has manganese mining, ore processing and downstream processing operations in the PRC.

CITIC Jinzhou is one of the market leaders in manganese ferroalloy production in China and its metallurgic business focuses on the production of middle carbon ferromanganese, silicon manganese alloy, chromium metal, titanium metal, vanadium pentoxide and zirconium products.

LISTING RULES IMPLICATIONS

CITIC Jinzhou is an indirect non-wholly owned subsidiary of CITIC Group. Therefore, CITIC Jinzhou is a connected person of the Company and the transaction under the Manganese Ores Sale and Purchase Agreement is a connected transaction.

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transaction amount under the Manganese Ores Sale and Purchase Agreement exceed 0.1% but are less than 5%, the transaction contemplated under the Manganese Ores Sale and Purchase Agreement is subject to the reporting and announcement requirements but exempt from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

3

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Associate(s)", "connected has the meaning ascribed to it by the Listing Rules person(s)", "controlling

Shareholder" and "substantial Shareholder"

"Board"	the board of directors of the Company
"CDM"	CITIC Dameng Mining Industries Co., Limited (中信大錳礦業
	有限責任公司), an indirect wholly-owned subsidiary of the
	Company

"CITIC Group"

"CITIC Jinzhou"

"Company"

CITIC Group Corporation (中国中信集团有限公司), a state- owned company established in the PRC in 1979

CITIC Jinzhou Ferroalloy Co., Ltd. (中信錦州金屬股份有限公 司), an indirect non-wholly owned subsidiary of CITIC Group

CITIC Dameng Holdings Limited (Stock Code: 1091), a company incorporated in Bermuda whose shares are listed on the Stock Exchange

"Directors"	directors of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong Dollar, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Independent Third Parties"	persons or companies which are independent of the Group, the
	directors, the chief executives, the substantial shareholders of
	the Company or any of its subsidiaries, and their respective
	associates
"Listing Rule(s)"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Manganese Ores Sale and	the agreement entered into between CDM and CITIC Jinzhou
Purchase Agreement"	dated 2 December 2019, pursuant to which CDM agreed to sell
	Manganese Ores to CITIC Jinzhou

4

"Manganese Ores"	42,520.68 tonne of manganese ores produced from our Gabon
	mine with manganese content of 33.93%
"Percentage Ratio"	the applicable percentage ratios (other than the profits ratio)
	under Rule 14.07 of the Listing Rules
"PRC" or "China"	the People's Republic of China. For the purpose of this
	announcement, reference to the PRC excludes Hong Kong, the
	Macau Special Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the People's Republic of
	China
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Shares(s)"	share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)"	holders of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent

Note: 1. The English names of the PRC entities mentioned hereinabove are translated from their Chinese names. If there are any inconsistencies, the Chinese names shall prevail.

2. Unless otherwise specified and for illustration purpose only, the figures in RMB are converted into HK$ at the rate of RMB1.00=HK$1.11 throughout this announcement for indication purposes only. Such conversion should not be construed as a representation that the relevant currency could actually be converted into HK$ at that rate or at all.

By order of the Board

CITIC DAMENG HOLDINGS LIMITED

Guo Aimin

Chairman

Hong Kong, 2 December 2019

As at the date of this announcement, the executive Directors are Mr. Guo Aimin and Mr. Li Weijian; the non-executive Directors are Mr. Suo Zhengang, Mr. Lyu Yanzheng, Mr. Cheng Zhiwei and Ms. Cui Ling; and the independent non-executive Directors are Mr. Lin Zhijun, Mr. Tan Zhuzhong and Mr. Wang Zhihong.

*For identification purpose only

5