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.
SUBSEQUENT DEVELOPMENT OF MAJOR TRANSACTION AND DISCLOSEABLE TRANSACTION DISPOSAL OF EQUITY INTERESTS IN AND RECEIVABLES FROM THE CREDITOR’S RIGHTS OF SIX SUBSIDIARIES HOLDING PROPERTY INTERESTS IN THE NANJING PROJECT
Reference is made to (1) the announcement of the Company dated 19 September 2010 in relation to the Company’s acquisition of the Nanjing Project by way of public auction through the Project Company, which was indirectly held as to 98.52% by the Company through its wholly-owned subsidiary MCC Real Estate; (2) the announcement of the Company dated 29 May 2014 and the circular dated 29 August 2014 in relation to the Project Company’s proposed disposal of, among others, equity interests in and receivables from the creditor’s rights of Sanjiaozhou Real Estate and Kuanyu Real Estate by way of public listing-for-sale; and (3) the announcement of the Company dated 29 May 2015 in relation to the Project Company’s proposed disposal of equity interests in and receivables from the creditor’s rights of Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate by way of public listing-for-sale.
– 1 – The Board is pleased to announce that the Project Company has entered into six Equity Transfer Agreements with Lifang Property, an independent third party, on 12 August 2015, pursuant to which the Project Company will transfer its 100% equity interests in and the relevant receivables from the creditor’s rights of the above- mentioned six subsidiaries, namely Sanjiaozhou Real Estate, Kuanyu Real Estate, Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate, to Lifang Property for a total consideration of RMB4,513.6093 million. Such six subsidiaries to be transferred hold certain land parcels of the Nanjing Project. The Equity Transfer Agreements shall become effective upon the fulfillment of the conditions precedent stipulated therein. The terms of the Equity Transfer Agreements are substantially the same, except for the information on the subsidiaries involved therein and the consideration receivable in relation to the disposal of such subsidiaries.
SUBSEQUENT DEVELOPMENT OF MAJOR TRANSACTION
The disposal of the 100% equity interests in Sanjiaozhou Real Estate and Kuanyu Real Estate and the relevant receivables from the creditor’s rights (i.e. the Disposal of Two Subsidiaries) forms part of the major transaction disclosed in the announcement of the Company dated 29 May 2014 and the circular dated 29 August 2014. The Company hereby provides updates on the subsequent development of the Disposal of Two Subsidiaries pursuant to the above-mentioned announcement and circular.
DISCLOSEABLE TRANSACTION
As the highest applicable percentage ratio of the disposal of the 100% equity interests in and the relevant receivables from the creditor’s rights of Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate (i.e. the Disposal of Four Subsidiaries) exceeds 5% but less than 25%, the Disposal of Four Subsidiaries constitutes a discloseable transaction of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
– 2 – I. SUMMARY OF TRANSACTION
Reference is made to (1) the announcement of the Company dated 19 September 2010 in relation to the Company’s acquisition of the Nanjing Project by way of public auction through the Project Company, which was indirectly held as to 98.52% by the Company through its wholly-owned subsidiary MCC Real Estate; (2) the announcement of the Company dated 29 May 2014 and the circular dated 29 August 2014 in relation to the Project Company’s proposed disposal of, among others, equity interests in and receivables from the creditor’s rights of Sanjiaozhou Real Estate and Kuanyu Real Estate by way of public listing-for- sale; and (3) the announcement of the Company dated 29 May 2015 in relation to the Project Company’s proposed disposal of equity interests in and receivables from the creditor’s rights of Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate by way of public listing-for- sale.
The Board is pleased to announce that the Project Company has entered into six Equity Transfer Agreements with Lifang Property, an independent third party, on 12 August 2015, pursuant to which the Project Company will transfer its 100% equity interests in and the relevant receivables from the creditor’s rights of the above-mentioned six subsidiaries, namely Sanjiaozhou Real Estate, Kuanyu Real Estate, Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate, to Lifang Property for a total consideration of RMB4,513.6093 million. Such six subsidiaries to be transferred hold certain land parcels of the Nanjing Project. The Equity Transfer Agreements shall become effective upon the fulfillment of the conditions precedent stipulated therein. The terms of the Equity Transfer Agreements are substantially the same, except for the information on the subsidiaries involved therein and the consideration receivable in relation to the disposal of such subsidiaries.
II. SIGNING DATE OF THE EQUITY TRANSFER AGREEMENTS
12 August 2015.
III. PARTIES TO THE EQUITY TRANSFER AGREEMENTS
(1) Project Company (as the seller of the equity interests and receivables)
(2) Lifang Property (as the purchaser)
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Lifang Property and its beneficial owners are third parties independent of the Company and its connected persons.
– 3 – IV. DISPOSAL
Lifang Property agreed to purchase and the Project Company agreed to transfer its 100% equity interests in the six subsidiaries (namely Sanjiaozhou Real Estate, Kuanyu Real Estate, Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate) and all receivables from the creditor’s rights of those companies. Upon completion of the Transaction, the six companies mentioned above will cease to be the subsidiaries of the Company.
V. GENERAL INFORMATION ON THE SUBSIDIARIES TO BE TRANSFERRED
1. Sanjiaozhou Real Estate
Sanjiaozhou Real Estate was established on 13 February 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, corporate management, property management, hotel management, real estate broker and commercial housing sales agency. Its major assets are parcels 09-10 and 09-11 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from North Zhongshan Road in the south, Shiqiao Street in the north, Huimin Avenue in the west and South Rehe Road in the east, with a total area of 15,234.36 square meters. They are planned to be used for business and office purposes with a planned gross floor area of 90,566.94 square meters.
Pursuant to the appraisal results from the Jiangsu branch of Zhonghe Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Sanjiaozhou Real Estate was RMB20.0144 million, and the book value of the receivables from Sanjiaozhou Real Estate to the Project Company was RMB613.9727 million. The appraised value of Sanjiaozhou Real Estate was RMB998.2906 million, including the appraised value of the 100% equity interest amounting to RMB384.3178 million, and the appraised value of the receivables from Sanjiaozhou Real Estate to the Project Company amounting to RMB613.9727 million.
According to the audit results of the Jiangsu branch of Lixin Zhonglian CPAs LLP (立信中聯會計師事務所(特殊普通合夥)江蘇分所), the net profit before taxation of Sanjiaozhou Real Estate in 2014 amounted to RMB19,300, the net profit after taxation amounted to RMB14,400, and the loss from 1 January 2015 to 27 April 2015 amounted to RMB15.
– 4 – 2. Kuanyu Real Estate
Kuanyu Real Estate was established on 13 February 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, corporate management, property management, hotel management, real estate broker and commercial housing sales agency. Its major assets are parcels 07-04 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from Tie Lu Geng in the south, Longjiang Street in the north, Central Avenue in the west and Huimin Avenue in the east, with a total area of 18,481.6 square meters. They are planned to be used for business and financial purposes with a planned gross floor area of 64,685.6 square meters.
Pursuant to the appraisal results from the Jiangsu branch of Zhonghe Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Kuanyu Real Estate was RMB20.0150 million, and the book value of the receivables from Kuanyu Real Estate to the Project Company was RMB432.8029 million. The appraised value of Kuanyu Real Estate was RMB679.4987 million, including the appraised value of the 100% equity interest amounting to RMB246.6958 million, and the appraised value of the receivables from Kuanyu Real Estate to the Project Company amounting to RMB432.8029 million.
According to the audit results of the Jiangsu branch of Lixin Zhonglian CPAs LLP (立信中聯會計師事務所（特殊普通合夥）江蘇分所), the net profit before taxation of Kuanyu Real Estate in 2014 amounted to RMB20,000, the net profit after taxation amounted to RMB15,000, and the loss from 1 January 2015 to 27 April 2015 amounted to RMB14.
3. Ximalaya Real Estate
Ximalaya Real Estate was established on 22 May 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, business operation and management, property management, hotel operation and management, shop leasing and commercial housing sales. Its major assets are parcels 07-01 and 07-02 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from North Zhongshan Road in the south, Shiqiao Street in the north, Huimin Avenue in the west and South Rehe Road in the east, with a total area of 9,731.39 square meters. They are planned to be used for commercial service, business office and serviced apartment purposes with a planned gross floor area of 53,127.13 square meters.
– 5 – Pursuant to the appraisal results from the Jiangsu branch of Zhong He Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Ximalaya Real Estate was RMB20 million and the book value of the receivables of creditor’s right from Ximalaya Real Estate to the Project Company was RMB237.46 million. The appraised value of Ximalaya Real Estate was RMB543.3772 million, including the appraised value of the 100% equity interest amounting to RMB305.9172 million, and the appraised value of the receivables of creditor’s right from Ximalaya Real Estate to the Project Company amounting to RMB237.46 million.
Given the relatively short operation history of Ximalaya Real Estate, and that Ximalaya Real Estate only holds relevant land assets at present and has not officially commenced its land development business, it has not recorded any profit or loss before and after deducting taxation and extraordinary items during the two financial years prior to the date of this announcement.
4. Damuzhi Development
Damuzhi Development was established on 22 May 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, business operation and management, property management, hotel operation and management, shop leasing and sale of commercial residential buildings. Its major assets are land parcels 07-05 and 07-07 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from North Zhongshan Road in the south, Shiqiao Street in the north, Huimin Avenue in the west and South Rehe Road in the east, with a total area of 14,404.27 square meters. They are planned to be used for cultural and entertainment, business and financial purposes with a planned gross floor area of 31,637.53 square meters.
Pursuant to the appraisal results from the Jiangsu branch of Zhong He Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Damuzhi Development was RMB20 million and the book value of the receivables of creditor’s right from Damuzhi Development to the Project Company was RMB133.24 million. The appraised value of Damuzhi Development was RMB332.7207 million, including the appraised value of the 100% equity interest amounting to RMB199.4807 million, and the appraised value of the receivables of creditor’s right from Damuzhi Development to the Project Company amounting to RMB133.24 million.
– 6 – Given the relatively short operation history of Damuzhi Development, and that Damuzhi Development only holds relevant land assets at present and has not officially commenced its land development business, it has not recorded any profit or loss before and after deducting taxation and extraordinary items during the two financial years prior to the date of this announcement.
5. Shuiqingmuhua Real Estate
Shuiqingmuhua Real Estate was established on 22 May 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, business operation and management, property management, hotel operation and management, shop leasing and sale of commercial residential buildings. Its major assets are land parcels 07-08 and 07-09 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from North Zhongshan Road in the south, Shiqiao Street in the north, Huimin Avenue in the west and South Rehe Road in the east, with a total area of 15,565.86 square meters. They are planned to be used for commercial services, business office and serviced apartment purposes with a planned gross floor area of 113,490.83 square meters.
Pursuant to the appraisal results from the Jiangsu branch of Zhong He Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Shuiqingmuhua Real Estate was RMB20 million and the book value of the receivables of creditor’s right from Shuiqingmuhua Real Estate to the Project Company was RMB530.01 million. The appraised value of Shuiqingmuhua Real Estate was RMB1,162.4703 million, including the appraised value of the 100% equity interest amounting to RMB632.4603 million, and the appraised value of the receivables of creditor’s right from Shuiqingmuhua Real Estate to the Project Company amounting to RMB530.01 million.
Given the relatively short operation history of Shuiqingmuhua Real Estate, and that Shuiqingmuhua Real Estate only holds relevant land assets at present and has not officially commenced its land development business, it has not recorded any profit or loss before and after deducting taxation and extraordinary items during the two financial years prior to the date of this announcement.
– 7 – 6. Lisheng Real Estate
Lisheng Real Estate was established on 22 May 2014 with a registered capital of RMB20 million, and it is engaged in the real estate development and operation, business operation and management, property management, hotel operation and management, shop leasing and sale of commercial residential buildings. Its major assets are land parcels 07-10, 07-11, 07-13 and 07-14 for development, which are located to the east of Jiangbian Road, Gulou District, Nanjing City, spanning from North Zhongshan Road in the south, Shiqiao Street in the north, Huimin Avenue in the west and South Rehe Road in the east, with a total area of 37,071.58 square meters. They are planned to be used for commercial services, business office and serviced apartment purposes with a planned gross floor area of 75,998.97 square meters.
Pursuant to the appraisal results from the Jiangsu branch of Zhong He Appraisal Co., Ltd., as at 27 April 2015, the book value of the net assets of Lisheng Real Estate was RMB20 million and the book value of the receivables of creditor’s right from Lisheng Real Estate to the Project Company was RMB348.31 million. The appraised value of Lisheng Real Estate was RMB797.2518 million, including the appraised value of the 100% equity interest amounting to RMB448.9418 million, and the appraised value of the receivables of creditor’s right from Lisheng Real Estate to the Project Company amounting to RMB348.31 million.
Given the relatively short operation history of Lisheng Real Estate, and that Lisheng Real Estate only holds relevant land assets at present and has not officially commenced its land development business, it has not recorded any profit or loss before and after deducting taxation and extraordinary items during the two financial years prior to the date of this announcement.
– 8 – VI. MAJOR TERMS AND PERFORMANCE ARRANGEMENTS OF THE EQUITY TRANSFER AGREEMENTS
1. Total Consideration of the Transaction
The total consideration of the Transaction is RMB4,513.6093 million (among which, the total consideration of the Disposal of Two Subsidiaries is RMB1,677.7893 million, and the total consideration of the Disposal of Four Subsidiaries is RMB2,835.82 million), which is the initial bidding price arrived at by the parties during the public listing-for-sale procedures organised by the Shanghai United Assets and Equity Exchange. Such public listing-for-sale procedures were conducted in accordance with the relevant laws and regulations of the PRC. Details of the consideration of the Transaction are set out below:
(Unit: RMB0’000)
Consideration for receivables of creditor’s right from Subsidiaries to be Consideration for the subsidiaries to Number disposed of 100% equity interests the Project Company Total consideration
1 Sanjiaozhou Real Estate 38,431.78 61,397.27 99,829.06 2 Kuanyu Real Estate 24,669.58 43,280.29 67,949.87 3 Ximalaya Real Estate 30,591.72 23,746 54,337.72 4 Damuzhi Development 19,948.07 13,324 33,272.07 5 Shuiqingmuhua Real Estate 63,246.03 53,001 116,247.03 6 Lisheng Real Estate 44,894.18 34,831 79,725.18
Total 221,781.36 229,579.56 451,360.93
Note: Difference of the amounts of the items in the table and the total amount is mainly due to the rounding off to two decimal places.
2. Performance Arrangements
The consideration of the Transaction shall be paid by installments. The first installment (inclusive of the performance bond) shall be 30% of the total consideration payable by Lifang Property for the Transaction. Lifang Property shall make such payment to the bank account designated by the Shanghai United Assets and Equity Exchange within five working days from the effective date of the Equity Transfer Agreements. The remaining portion of the consideration shall be settled in full by Lifang Property within 1 year from the signing date of the Equity Transfer Agreements.
– 9 – 3. Conditions Precedent for the Equity Transfer Agreements
The Equity Transfer Agreements shall become effective upon the fulfillment of the following conditions precedent, neither of which may be waived by the parties:
(1) Shanghai Zendai, the controlling company of Lifang Property, having obtained the approval in relation to the Equity Transfer Agreements and the Transaction thereunder at a general meeting of Shanghai Zendai in accordance with the requirements under applicable laws and regulations of Hong Kong, including the Listing Rules;
(2) all necessary approvals and consents from relevant government agencies and regulatory authorities under the Equity Transfer Agreements and the Transaction having been obtained.
In the event that the aforesaid conditions precedent cannot be fulfilled within 6 months from the signing date of the Equity Transfer Agreements (or a later date as mutually agreed by the parties thereto in writing), the Equity Transfer Agreements shall be terminated automatically and become invalid.
VII. THE PURPOSES OF THE TRANSACTION AND ITS EXPECTED IMPACTS ON THE COMPANY
After obtaining the land use right of the Land No. 1 and the Land No. 3 for the Nanjing Project on 19 September 2010 through public auction, relevant tasks have been proactively carried out. Due to the large development scale and long development cycle of the Land No. 1 and the Land No. 3, MCC Real Estate and the Project Company prioritize the development of the Land No. 3 and intend to introduce other parties to participate in the development of the Land No. 1 in accordance with the development plan specified in the project plan, or to transfer the Land No. 1 through public listing-for-sale procedures by stages in order to assure the return on investment of the project. The transfer of part of the equity interests has been completed.
– 10 – The Transaction helps to increase the cash inflow of the Company and reduce the amount of accounts receivable and interest-bearing debts. The equity interests of the six subsidiaries are transferred at par based on their appraised value of equity, and the receivables from the creditor’s right of the six subsidiaries are transferred at par based on their appraised value of the creditor’s right. Based on the consideration of the Transaction and the book value, after deducting relevant costs, it is expected that the Group will record a net profit of approximately RMB775 million (unaudited) upon completion of the Transaction, comprising an estimate net profit of approximately RMB200 million (unaudited) from the Disposal of Two Subsidiaries and an estimate net profit of approximately RMB575 million (unaudited) from the Disposal of Four Subsidiaries. The proceeds from the Transaction is proposed to be used for replenishing the operating capital and the development of other real estate projects of MCC Real Estate.
The Board is of the view that the terms of the Transaction are on normal commercial terms, fair and reasonable, and in the interest of the Company and its shareholders as a whole.
VIII. LISTING RULES IMPLICATIONS
The Disposal of Two Subsidiaries forms part of the major transaction disclosed in the announcement of the Company dated 29 May 2014 and the circular dated 29 August 2014. The Company hereby provides update on the subsequent development of the Disposal of Two Subsidiaries pursuant to the above- mentioned announcement and circular.
As the highest applicable percentage ratio of the Disposal of Four Subsidiaries exceeds 5% but less than 25%, the Disposal of Four Subsidiaries constitutes a discloseable transaction of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
IX. GENERAL
The Group has strong construction capabilities in metallurgical engineering. It is a large conglomerate operating in various specialized fields, across different industries and in many countries, with engineering and construction, property development, equipment manufacturing and resources development as its principal businesses.
The Project Company was incorporated in Nanjing City on 8 August 2009 and it is mainly engaged in property development and operation.
Lifang Property was incorporated in Nanjing on 15 November 2013 and it is mainly engaged in property development, construction and operation at land lot 09-09 on Yongning Street, Binjiang, Xiaguan District, Nanjing City.
– 11 – X. DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
“Board” means the board of directors of the Company;
“Company” means Metallurgical Corporation of China Ltd.* (中國冶金科工股份有限公司) , a joint stock company with limited liability incorporated under the laws of the PRC on 1 December 2008;
“Damuzhi Development” means Nanjing Damuzhi Business Development Co., Ltd.* (南京大拇指商業 發展有限公司), a limited liability company established in the PRC;
“Directors” means the director(s) of the Company;
“Disposal of Two Subsidiaries” means Lifang Property agreed to purchase and the Project Company agreed to transfer the 100% equity interests in Sanjiaozhou Real Estate and Kuanyu Real Estate and all receivables of the creditor’s right from such companies held by the Project Company;
“Disposal of Four Subsidiaries” means Lifang Property agreed to purchase and the Project Company agreed to transfer the creditor’s right of the 100% equity interests in Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate and all receivables from such companies held by the Project Company;
“Equity Transfer means any or all of the six equity transfer Agreement(s)” agreements entered into by the Project Company and Lifang Property on 12 August 2015 in relation to the disposal of Sanjiaozhou Real Estate, Kuanyu Real Estate, Ximalaya Real Estate, Damuzhi Development, Shuiqingmuhua Real Estate and Lisheng Real Estate;
“Group” means the Company and its subsidiaries;
– 12 – “Hong Kong” means Hong Kong Special Administrative Region of the PRC;
“Kuanyu Real Estate” means Nanjing Zhengda Kuanyu Real Estate Co., Ltd.* (南京證大寬域置業有限公司), a limited liability company established in the PRC;
“Land No. 1” means land lot no. 1 with an area of 353,664.3 square meters, which is located to the west of Jiangbian Road, Binjiang, Xiaguan District (which has been merged into Gulou District), Nanjing City, and whose land use right was obtained by the Project Company through public auction on 19 September 2010;
“Land No. 3” means land lot no. 3 with an area of 313,879.4 square meters, which is located to the west of Jiangbian Road, Binjiang, Xiaguan District (which has been merged into Gulou District), Nanjing City, and whose land use right was obtained by the Project Company through public auction on 19 September 2010;
“Lifang Property” means Nanjing Lifang Property Company Limited* (南京立方置業有限公司) , a company established in the PRC with limited liability (solely owned by legal person of Taiwan, Hong Kong or Macau), a non-wholly owned subsidiary of Shanghai Zendai;
“Lisheng Real Estate” means Nanjing Lisheng Real Estate Co., Ltd.* (南京麗笙置業有限公司), a limited liability company established in the PRC;
“Listing Rules” means the Rules Governing the Listing of Securities on the Stock Exchange;
“MCC Real Estate” means MCC Real Estate Group Co., Ltd.* (中冶置業集團有限公司), a wholly-owned subsidiary of the Company;
– 13 – “Nanjing Project” means the land development project of the Project Company after winning the bid for land use rights for Land No. 1 and Land No. 3 located to the west of Jiangbian Road, Binjiang, Xiaguan District, Nanjing City through public auction on 19 September 2010;
“PRC” means the People’s Republic of China, and for the purposes of this announcement, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan;
“Project Company” means Nanjing Linjiang Old Town Renovation Construction and Investment Co., Ltd.* (南京臨江老城改造建設投資有限公 司), a limited liability company established in the PRC, and a non-wholly owned subsidiary indirectly owned by the Company;
“RMB” means Renminbi, the lawful currency of the PRC;
“Sanjiaozhou Real Estate” means Nanjing Zhengda Sanjiaozhou Real Estate Co., Ltd.* (南京證大三角洲置業有限 公司), a limited liability company established in the PRC;
“Shanghai Zendai” means Shanghai Zendai Property Limited* ( 上海証大房地產有限公司), a limited company incorporated in Bermuda whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 755), being the controlling company of Lifang Property;
“Shuiqingmuhua Real Estate” means Nanjing Shuiqingmuhua Real Estate Co., Ltd.* (南京水清木華置業有限公司), a limited liability company established in the PRC;
“Stock Exchange” means The Stock Exchange of Hong Kong Limited;
– 14 – “Transaction” means the Disposal of Two Subsidiaries and the Disposal of Four Subsidiaries; and
“Ximalaya Real Estate” means Nanjing Ximalaya Real Estate Co., Ltd.* (南京喜瑪拉雅置業有限公司) , a limited liability company established in the PRC.
By order of the Board Metallurgical Corporation of China Ltd.* Lin Xiaohui Company Secretary
Beijing, the PRC 12 August 2015
As at the date of this announcement, the Board of the Company comprises two executive directors: Mr. Guo Wenqing and Mr. Zhang Zhaoxiang; two non-executive directors: Mr. Jing Tianliang and Mr. Lin Jinzhen; and three independent non- executive directors: Mr. Yu Hailong, Mr. Ren Xudong and Mr. Chan Ka Keung Peter.
* For identification purposes only
– 15 –