CITIC Dameng : IN RELATION TO THE DEEMED DISPOSAL OF INTEREST IN GREENWAY MINING GROUP LIMITED

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CITIC Dameng Holdings Limited

中 信 大 錳 控 股 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1091)

INSIDE INFORMATION

IN RELATION TO THE DEEMED DISPOSAL OF INTEREST IN GREENWAY

MINING GROUP LIMITED

This announcement is made by CITIC Dameng Holdings Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "HKSE") and Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong).

Reference is made to the prospectus of Greenway Mining Group Limited ("GMG", a company listed on the HKSE with stock code 2133.HK), an associated company of the Company dated 3 February 2020 in relation to the Rights Issue (the "GMG Listing Document",

a copy of which is available from HKSE website https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0203/2020020300007.pdf). Unless otherwise stated, capitalized terms used in this announcement shall have the same meanings as those defined in the GMG Listing Document.

In the GMG Listing Document, GMG proposed to raise approximately HK$49.2 million (before deducting professional fees and other relevant expenses) by way of the Rights Issue, whereby 894,944,250 Rights Shares shall be allotted and issued on the basis of one (1) Rights Share for every four (4) existing Shares held by the Qualifying Shareholders on the Record Date.

The Subscription Price of HK$0.055 per Rights Share is payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of the Rights Shares and/or application for the excess Rights Shares. A total number of 894,944,250 Rights Shares will

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be allotted and issued upon completion of the Rights Issue, representing: (i) 25% of the number of GMG's issued shares; and (ii) 20% of the number of GMG's existing issued shares as enlarged by the issue of the Rights Shares. The Rights Issue is fully underwritten by the Underwriter subject to the terms and conditions of the Underwriting Agreement entered into between GMG and the Underwriter.

As at the date of this announcement and immediately before the completion of the Rights Issue, CITIC Dameng Investments Limited ("CDI", a wholly owned subsidiary of the Company) directly holds approximately 29.99% interest in GMG.

As stated in our announcement dated 22 November 2019, our Group has been facing operating challenges since the second half of the year 2019. In addition, adverse effects on the macro environment brought by the recent outbreak of the novel coronavirus pneumonia epidemic result in further uncertainties and challenges in the operating environment of the Group. Accordingly, one of our important strategies is to preserve cash and minimize capital expenditure and investments and hence CDI has not participated in the Rights Issue and therefore immediately after the completion of the Rights Issue, our Group's percentage holding in GMG will be reduced to approximately 23.99% (the "Deemed Disposal"). Nevertheless, our Group continues to be the single largest shareholder of GMG which will continue to be equity accounted for as an associated company. As the subscription price of GMG per Share is lower than the book value of the net assets of GMG per share, it is estimated that an one-offnon-cash loss of approximately HK$100 million (preliminarily based on the latest financial information published by GMG as included in its 2019 interim report and GMG's announcement dated 26 November 2019) arising from the Deemed Disposal of equity interest of the Group in GMG will be recognised in the consolidated income statement of the Company for the year ending 31 December 2020.

The exact figure of the dilution loss will be determined based on the financial statements of GMG for the year ended 31 December 2019, yet to be published by GMG shortly. Set out below are the loss before and after taxation of GMG for the years ended 31 December 2017 and 2018 as prepared in accordance with International Financial Reporting Standards:

	For the year ended	For the year ended
	31 December 2017	31 December 2018
	(RMB) (Audited)	(RMB) (Audited)
Loss before taxation	(10,724,000)	(34,508,000)
Loss after taxation	(16,164,000)	(43,066,000)

The unaudited total asset value and net asset value of GMG based on its unaudited financial statements as at 30 June 2019 were RMB2,356,446,000 and RMB1,815,684,000 respectively.

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By order of the Board

CITIC DAMENG HOLDINGS LIMITED

Guo Aimin

Chairman

Hong Kong, 20 February 2020

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

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