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ORIENTAL METALS (HOLDINGS) COMPANY LIMITED 東方鑫源（集團）有限公司 (Incorporated in Hong Kong with Limited Liability) STOCK CODE: 1208

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ORIENTAL METALS (HOLDINGS) COMPANY LIMITED 東方鑫源（集團）有限公司 (Incorporated in Hong Kong with Limited Liability) STOCK CODE: 1208 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Oriental Metals (Holdings) Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This circular does not constitute an offer of, nor is it calculated to invite offers for, shares or other securities of Oriental Metals (Holdings) Company Limited. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. ORIENTAL METALS (HOLDINGS) COMPANY LIMITED 東方鑫源（集團）有限公司 (Incorporated in Hong Kong with limited liability) STOCK CODE: 1208 VERY SUBSTANTIAL ACQUISITION, CONNECTED TRANSACTION AND REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION, CONTINUING CONNECTED TRANSACTIONS AND CHANGE OF COMPANY NAME Financial adviser and sponsor to Oriental Metals (Holdings) Company Limited Independent financial adviser to the independent board committee and the independent shareholders Somerley Limited A letter from the Independent Board Committee is set out on page 40 of this circular. A letter from Somerley Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 41 to 82 of this circular. A notice convening an extraordinary general meeting of Oriental Metals (Holdings) Company Limited to be held at 10:30 a.m. on Monday, 25 July 2005 is set out on pages 406 and 407 at the end of this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Computershare Hong Kong Investor Services Limited of 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournments thereof. Completion and return of the form of proxy will not preclude you from attending, and voting in person at, the meeting or any adjourned meetings should you so wish. 30 June 2005 CONTENTS Page Definitions . 1 Glossary . 10 Expected timetable . 13 Summary . 14 Directors . 20 Parties involved . 22 Corporate information . 23 Letter from the Board . 24 Letter from the Independent Board Committee . 40 Letter from Somerley . 41 Risk factors . 83 Industry overview . 92 Information on the Target Group and the Group . 102 Relationship with the Minmetals Group . 128 Directors and senior management . 145 Financial information on the Enlarged Group . 153 Financial information on the Target Group . 159 Financial information on the Group . 188 Share capital . 203 Appendix I – Accountants’ report on Target BVI . 207 Appendix II – Financial information of the Group . 240 Appendix III – Unaudited pro forma financial information of the Enlarged Group . 284 Appendix IV – Property valuation of the Target Group . 296 Appendix V – Property valuation of the Group . 303 Appendix VI – Summary of articles of association of the Company . 359 Appendix VII – General information . 369 Notice of Extraordinary General Meeting . 406 DEFINITIONS In this circular, the following expressions have the following meanings unless the context requires otherwise: “Acquisition” the proposed acquisition of the entire interest of the Vendor in Target BVI pursuant to the Acquisition Agreement “Acquisition Agreement” the conditional sale and purchase agreement dated 30 December 2004 entered into between the Company (as purchaser), the Vendor (as seller) and CMN (as the Vendor’s guarantor and warrantor) relating to the Acquisition as supplemented from time to time by the signing parties thereto “Alcoa” Alcoa Alumina & Chemicals L.L.C., Alcoa of Australia, Ltd., Suriname Aluminium Company L.L.C., Alcoa Minerals of Jamaica, L.L.C., St. Croix Alumina, L.L.C. and Abalco S.A. collectively, each being an Independent Third Party “Alcoa Contract” the long-term alumina supply agreement dated 10 October 1996 entered into between Sino Mining Alumina and Alcoa relating to Alcoa’s obligation to supply to Sino Mining Alumina, and Sino Mining Alumina’s obligation to take and pay for an agreed quantity of alumina per annum for a contract term of 30 years ending 30 June 2027 “Aluminium Trading Business” the alumina and aluminium ingots trading business of CMN transferred to Minmetals Aluminium pursuant to the Reorganisation “Antaike Report 2003” 國內外氧化鋁、電解鋁工業發展趨勢及市場諮詢報告 (Development tendency of and market consultation report on aluminium oxide and electrolytic aluminium industry inside and outside China) prepared by Beijing Antaike Information Development Co. Ltd., June 2003 “Antaike Report 2005” 國內外氧化鋁、電解鋁工業發展趨勢及市場諮詢報告 (Development tendency of and market consultation report on aluminium oxide and electrolytic aluminium industry inside and outside China) prepared by Beijing Antaike Information Development Co. Ltd., March 2005 “Associates” has the same meaning as ascribed to it under the Listing Rules – 1 – DEFINITIONS “Board” the board of Directors (including both executive Directors and independent non-executive Directors) “CCASS” Central Clearing and Settlement System “Chalco” 中國鋁業股份有限公司(Aluminium Corporation of China Limited), a joint stock limited company incorporated on 10 September 2001 under the laws of the PRC and the shares of which are listed on the Stock Exchange and the New York Stock Exchange, Inc, and an Independent Third Party “China Minmetals” 中國五礦集團公司(China Minmetals Corporation), formerly known as 中國五金礦產進出口總公司 (China National Metals and Minerals Import and Export Corporation), a State-owned enterprise incorporated on 7 April 1950 under the laws of the PRC and the ultimate controlling Shareholder “CMN” 五礦有色金屬股份有限公司 (China Minmetals Non- ferrous Metals Company Limited), a joint stock limited company incorporated on 27 December 2001 under the laws of the PRC and owned as to approximately 82.23% by China Minmetals. The remaining 17.77% interest is owned as to 10.57% by 上海工業投資（集團）有限公 司 (Shanghai Industrial Investment (Group) Co., Ltd.), as to 3.29% by 金城江成源冶煉廠 (Jinchengjiang Chenyuan Smelting Ltd.), as to 2.64% by 宜興新威集 團公司 (Yixing Xinwei Group Co., Ltd.), as to 0.85% by 中國糧油食品（集團）有限公司 (China National Cereals, Oils & Foodstuffs Corporation) and as to 0.42% by 自貢硬質合金有限公司 (Zigong Cemented Carbide Co., Ltd.), each being an Independent Third Party “CMN Contract” the framework agreement dated 21 January 2003 entered into between CMN and the Company for the sale of an aggregate of 180,000 tonnes of alumina to CMN by the Company “CNNC” 中國有色金屬工業總公司 (China National Non-ferrous Metals Industry Corporation) which was succeeded by 國家有色金屬工業局 (The State Non-ferrous Metals Industry Administration), please refer to section headed “Information on the Target Group and the Group – History and development” in this circular for further information – 2 – DEFINITIONS “Company” Oriental Metals (Holdings) Company Limited (東方鑫 源（ 集 團 ）有 限 公 司 ), a company incorporated on 29 July 1988 in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange “Companies Ordinance” the Companies Ordinance (Chapter 32 of the laws of Hong Kong) “Completion” completion of the Acquisition pursuant to the terms and conditions of the Acquisition Agreement “Conditions” conditions precedent to Completion as set out in the Acquisition Agreement and summarised in the section headed “The Acquisition Agreement dated 30 December 2004 – Conditions” in the “Letter from the Board” in this circular “Confirmation” a confirmation from the Executive that neither the Vendor nor parties acting in concert with it will be required to make a mandatory general offer for all the Shares not owned or agreed to be acquired by them under the Takeovers Code as a result of the Acquisition “Consideration Shares” the new Shares to be allotted and issued to the Vendor in connection with the Acquisition “Continuing Connected the transactions entered into between the Enlarged Transactions” Group and the connected persons of the Company as set out in the section headed “Relationship with the Minmetals Group – Connected transactions” in this circular “Coppermine” Coppermine Resources Limited, a company incorporated on 12 January 2001 in the British Virgin Islands with limited liability and a wholly owned subsidiary of Minmetals HK “CSRC” China Securities Regulatory Commission “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held at Shek O Room, Lower Level 1, Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Monday, 25 July 2005 at 10:30 a.m. to consider and approve the Acquisition, the Non-exempt Continuing Connected Transactions and the proposed change of name of the Company and any adjournment thereof, a notice of which is set out on pages 406 and 407 of this circular – 3 – DEFINITIONS “Enlarged
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