Discloseable Transaction Disposal of Equity Interest in and Receivables from a Subsidiary Holding Property Interests in the Nanjing Project

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DISCLOSEABLE TRANSACTION DISPOSAL OF EQUITY INTEREST IN AND RECEIVABLES FROM A SUBSIDIARY HOLDING PROPERTY INTERESTS IN THE NANJING PROJECT

Reference is made to the announcement of the Company dated 20 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 by the Company through its wholly-owned subsidiary MCC Real Estate.

The Board announces that upon completion of the public listing-for-sale procedures, the Project Company entered into the Equity Transfer Agreement with Evergrande Nanjing Property on 30 November 2015, pursuant to which the Project Company shall transfer its 100% equity interest in Linjiang Yujing and its receivables from Linjiang Yujing amounting to RMB2,406.6600 million (equivalent to approximately HK$2,934.9512 million) to Evergrande Nanjing Property for a total consideration of RMB3,366.6288 million (equivalent to approximately HK$4,105.6449 million). Linjiang Yujing holds certain land parcels under the Nanjing Project.

As the highest applicable percentage ratio of the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

– 1 – SUMMARY OF TRANSACTION

Date of the Equity Transfer Agreement

30 November 2015

Parties to the Equity Transfer Agreement

(1) the Project Company (as the seller of the equity interest and receivables)

(2) Evergrande Nanjing Property (as the transferee)

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Directors confirm that Evergrande Nanjing Property and its beneficial owners are third parties independent of the Company and its connected persons.

THE DISPOSAL

Evergrande Nanjing Property agreed to purchase and the Project Company agreed to transfer its 100% equity interest in Linjiang Yujing and all receivables from Linjiang Yujing amounting to RMB2,406.6600 million (equivalent to approximately HK$2,934.9512 million). Upon completion of the Disposal, Linjiang Yujing will cease to be a subsidiary of the Company.

– 2 – GENERAL INFORMATION ON LINJIANG YUJING

Linjiang Yujing was established on 18 August 2015 with a registered capital of RMB20.0000 million, and its scope of business includes the development of real estate, sale and leasing of housing, property management, site leasing, real estate agency, design and construction of building refurbishment, business management, hotel management, organization of cultural and art exchange programs (excluding performances), etc. Its principal assets are parcels 08-14, 08-16, 08-17, 08-19, 08-20, 08-23, 08-27, 08-28 and 08-29 located on Land No. 1 to the west of Jiangbian Road, Gulou District, Nanjing City, with a total area of 64,020.20 square meters. The parcels are planned for a mixed land use of business and office development and cultural and recreational land use, with a planned gross floor area of 454,726.21 square meters. Such land parcels are part of the lands under the Nanjing Project obtained by the Project Company through public auction on 19 September 2010.

Pursuant to the appraisal results from the Jiangsu branch of Zhong He Appraisal Co., Ltd., as at 1 September 2015, the book value of the net assets of Linjiang Yujing was RMB20.0000 million (equivalent to approximately HK$24.3902 million), and the corresponding appraised value of the 100% equity interest in Linjiang Yujing was RMB959.9688 million (equivalent to approximately HK$1,170.6937 million). The book value and appraised value of the receivables from Linjiang Yujing held by the Project Company were both RMB2,406.6600 million (equivalent to approximately HK$2,934.9512 million).

Given the relatively short operation history of Linjiang Yujing, and that Linjiang Yujing only holds relevant land assets 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.

CONSIDERATION AND PAYMENT TERMS

The total consideration for the Disposal amounts to RMB3,366.6288 million (equivalent to approximately HK$4,105.6449 million), among which, the consideration for the transfer of the 100% equity interest in the Project Company amounts to RMB959.9688 million (equivalent to approximately HK$1,170.6937 million) and the consideration for the transfer of the receivables from Linjiang Yujing amounts to RMB2,406.6600 million (equivalent to approximately HK$2,934.9512 million). The said considerations were arrived at by the parties during the public listing-for-sale procedures organized 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.

– 3 – Evergrande Nanjing Property shall pay the first installment (i.e. 30% of the total consideration (inclusive of deposits)) to the bank account designated by the Shanghai United Assets and Equity Exchange within five working days upon the effective date of the Equity Transfer Agreement. Evergrande Nanjing Property shall settle the balance within one year upon the signing date of the Equity Transfer Agreement, and shall provide legal guarantee and pay interests to the Project Company for the period of delayed payment at the loan interest rate quoted by banks during the same period.

REASONS FOR THE TRANSACTION AND THE EXPECTED IMPACTS ON THE COMPANY

After obtaining the land use rights 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 by the Project Company. 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 will 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 nature of project specified in the development 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 had been initially completed by the Project Company.

The Disposal helps to increase the cash inflow of the Company, and reduces the accounts receivable and the interest-bearing debt. The Disposal is a transfer at a premium price. Based on the transfer consideration and the book value of the Disposal, the Group is expected to record an investment income of approximately RMB206 million (unaudited, equivalent to approximately HK$252 million) upon completion of the Disposal. The proceeds from the Disposal will 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 Disposal are on normal commercial terms, fair and reasonable, and in the interest of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

– 4 – 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 contracting, 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.

Evergrande Nanjing Property was incorporated in Nanjing, Jiangsu Province on 11 January 2011 and it is mainly engaged in property development and operation, sale of commodity properties, property leasing services, indoor decoration and installation of air-conditioners.

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;

“Disposal” means Evergrande Nanjing Property agreed to purchase and the Project Company agreed to transfer its 100% equity interest in Linjiang Yujing and all receivables from Linjiang Yujing amounting to RMB2,406.6600 million;

“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;

“Directors” means the director(s) of the Company;

“Group” means the Company and its subsidiaries;

“Equity Transfer means the equity transfer agreement entered into between the Agreement” Project Company and Evergrande Nanjing Property on 30 November 2015 in relation to the Disposal;

“Evergrande Nanjing means Evergrande Real Estate Group Nanjing Property Property” Company Limited* (恒大地產集團南京置業有限公司), a company established in the PRC with limited liability;

– 5 – “Hong Kong” means the Hong Kong Special Administrative Region of the PRC;

“Land No. 1” means land parcel 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 parcel 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;

“Linjiang Yujing” means Nanjing Linjiang Yujing Real Estate Development Co., Ltd.* (南京臨江禦景房地產開發有限公司), a company established in the PRC with limited liability;

“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;

“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 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 company established in the PRC with limited liability, and a non-wholly owned subsidiary indirectly owned by the Company;

– 6 – “RMB” means Renminbi, the lawful currency of the PRC; and

“Stock Exchange” means The Stock Exchange of Hong Kong Limited.

By order of the Board Metallurgical Corporation of China Ltd.* Lin Xiaohui Company Secretary

Beijing, the PRC 30 November 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

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