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 licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Precious Metal Resources Holdings Co., Ltd. (the “Company”), you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of China Precious Metal Resources Holdings Co., Ltd. CHINA PRECIOUS METAL RESOURCES HOLDINGS CO., LTD. 中國貴金屬資源控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 1194) MAJOR ACQUISITION RELATING TO ACQUISITION OF GOLD MINES IN THE PRC Financial Adviser to China Precious Metal Resources Holdings Co., Ltd. A letter from the board of directors of the Company is set out from pages 6 to 36 of this circular. A notice convening the extraordinary general meeting of the Company to be held at Kennedy Room, Level 7, Conrad Hotel, Pacific Place, 88 Queensway, Hong Kong on Friday, 12 October 2012 at 11:00 a.m. or any adjournment is set out from pages 342 to 343 of this circular. Whether or not you are able to attend the extraordinary general meeting in person, you are requested to complete and return the accompanying form of proxy to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting of the Company. Completion and return of the form of proxy shall not preclude you from attending and voting at the extraordinary general meeting of the Company should you so wish. 24 September 2012 CONTENTS Page Definitions ...................................................................................................................................... 1 Letter from the Board .................................................................................................................. 6 Appendix I — Financial information of the Group.................................................. 37 Appendix II-A — Financial information of the Target Group ..................................... 40 Appendix II-B — Financial information of the Mining Company .............................. 93 Appendix III — Management discussion and analysis of the Target Group......................................................................... 142 Appendix IV — Unaudited pro forma financial information of the Enlarged Group ........................................................................ 145 Appendix V — Technical report on the Mines ........................................................... 153 Appendix VI — Valuation report on the Mines ........................................................... 276 Appendix VII — Valuation report on the properties of the Target Group .................... 320 Appendix VIII — Property interest, property valuation and reconciliation of appraised property values with net book values .................... 330 Appendix IX — General information............................................................................ 332 Notice of EGM............................................................................................................................... 342 – i – DEFINITIONS In this circular, the following terms shall have the meanings set out below unless the context requires otherwise: “Acquisition” the possible acquisition of the Sale Share by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement “Additional Earnest Money” not exceeding RMB300 million (equivalent to approximately HK$369 million) in cash payable by the Purchaser to the Vendor as additional earnest money under the Supplemental Letter of Intent “Announcements” the announcements of the Company dated 22 July 2011, 20 January 2012, 6 July 2012, 27 July 2012 and 31 August 2012 in relation to the Acquisition “Articles” the articles of association of the Company “associate(s)” shall have the meaning as ascribed to it under the Listing Rules “Board” the board of Directors “Business Day(s)” a day (not being a Saturday, Sunday or days on which a typhoon signal No. 8 or above or black rainstorm warning is hosted in Hong Kong at 10:00 a.m.) on which banks are generally open for general banking business in Hong Kong “Company” China Precious Metal Resources Holdings Co. Ltd. (stock code: 1194), a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the main board of the Stock Exchange “Completion” the completion of the Acquisition in accordance with the terms and conditions of the Sale and Purchase Agreement “Completion Date” the date within 30 Business Days after the conditions precedent to the Sale and Purchase Agreement being fulfilled or waived (as the case may be) or such other date as the parties to the Sale and Purchase Agreement may agree in writing and where the context otherwise requires, the date on which Completion takes place “connected person(s)” shall have the meaning as ascribed to it under the Listing Rules and the word “connected” shall be construed accordingly “Consideration” the consideration of RMB1,988 million (equivalent to approximately HK$2,445.24 million) payable by the Purchaser to the Vendor for the Acquisition pursuant to the Sale and Purchase Agreement – 1 – DEFINITIONS “Consideration Share(s)” new Shares to be allotted and issued to the Vendor, credited as fully paid at the Issue Price, in accordance with the terms and conditions of the Sale and Purchase Agreement “Director(s)” the director(s) of the Company “Earnest Money” RMB300 million (equivalent to approximately HK$369 million) in cash payable by the Purchaser to the Vendor as earnest money under the Letter of Intent “EGM” the extraordinary general meeting of the Company to be convened on 12 October 2012 to consider and, if thought fit, approve by the Shareholders the Sale and Purchase Agreement and the transactions contemplated thereunder, including the allotment and issue of the Consideration Shares under the specific mandate “Enlarged Group” the Group immediately after the Completion “Exploration Rights” the approvals from the relevant government authority in the PRC authorising the Mining Company to conduct exploration activity at certain gold mines located in 中國雲南省普洱市鎮沅縣 (Zhenyuan Country, Pu’er City, Yunnan Province, the PRC*) “g” gram(s) “Gold Mining Approvals” the gold mining approvals No. 批准證國金字（2009）第064號 《開採黃金礦產批准書》 and 批准證國金字（2009）第065號 《開採黃金礦產批准書》 held by the Mining Company for conducting gold mining activities at the Mines “Group” the Company and its subsidiaries “Guarantors” Mr. Deng Baicheng (鄧百成), Ms. Lau Kin Hung (劉建紅) and Mr. Kam Chuen (甘泉) “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “HK Company” Fast Trend Investment Limited (弘捷投資有限公司), a limited liability company incorporated in Hong Kong and is wholly owned by the Target Company “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Third Party(ies)” third party(ies) and its/their ultimate beneficial owner(s) which are independent of the Company and its connected persons “Issue Price” the issue price of HK$1.41 per Consideration Share – 2 – DEFINITIONS “km2” square kilometer(s) “Latest Practicable Date” 18 September 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain informtion herein “Letter of Intent” the non-legally binding letter of intent dated 22 July 2011 and entered into between the Purchaser and the Vendor in relation to the Acquisition, details of which were set out in the announcement of the Company dated 22 July 2011 “Listing Committee” the listing sub-committee of the board of the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Listing Rules Valuation” a valuation on the Mines conducted by Roma Appraisals Limited in compliance with Chapter 18 of the Listing Rules “Long Stop Date” 6 October 2012, or such later date as the relevant parties to the Sale and Purchase Agreement may agree in writing “Market Valuation” an independent market valuation on the Mines as at 31 March 2012 undertaken by Roma Appraisals Limited “Mine I” 普洱益礦業有限責任公司鎮沅蝙蝠山金礦 (Pu’er Hengyi Mining Co., Ltd., Zhenyuan Bianfushan Mine*) “Mine II” 普洱益礦業有限責任公司鎮沅上寨金礦 (Pu’er Hengyi Mining Co., Ltd., Zhenyuan Shangzhai Mine*) “Mines” comprising Mine I and Mine II “Mining Company” 普洱益礦業有限責任公司 (Pu’er Hengyi Mining Co., Ltd.*), a company established under the laws of the PRC with limited liability and is ultimately wholly