* (A joint stock limited company incorporated in the People's Republic of China with limited liability) Stock Code: 1618 2018 ANNUAL REPORT * For identification purpose only IMPORTANT NOTICE I. The Board and the Supervisory Committee of the Company and its Directors, Supervisors and senior management warrant that there are no false representations, misleading statements contained in or material omissions from the information set out in this annual report, and they severally and jointly accept legal responsibility for the truthfulness, accuracy and completeness of its contents. II. The Company convened the 2nd meeting of the third session of the Board on 29 March 2019. 6 out of 7 eligible Directors attended the meeting. Yu Hailong, a Director, did not attend the meeting due to other business engagements and authorized Ren Xudong, a Director, in writing to attend the meeting and exercise the voting right on his behalf upon consideration of the resolutions. Position of the absent Name of the absent Reason for the absence of Director Director the Director Name of the appointee Independent Director Yu Hailong Due to other business Ren Xudong engagements III. Deloitte Touche Tohmatsu CPA LLP issued an unqualified audit report for the Company. IV. Guo Wenqing, the Chairman and legal representative of the Company, Zou Hongying, the Vice President and the Chief Accountant of the Company, and Fan Wanzhu, the Deputy Chief Accountant and the Head of the Financial Planning Department, have declared that they warrant the truthfulness, accuracy and completeness of the financial report contained in this annual report. V. During the Reporting Period, the proposal for profit distribution or transfer of capital reserve to share capital was considered by the Board The net profit attributable to Shareholders of the Company in the audited consolidated statement of MCC in 2018 amounted to RMB6,371,580 thousand and the undistributed profit of MCC headquarters amounted to RMB2,071,070 thousand. Based on the total share capital of 20,723.62 million shares, the Company proposed to distribute to all Shareholders a cash dividend of RMB0.70 (tax inclusive) for every 10 shares and the total cash dividend is RMB1,450,653 thousand, the remaining undistributed profit of RMB620,417 thousand will be used for the operation and development of the Company and rolled over to the coming year for distribution. The total cash dividend proposed by the plan accounts for 22.77% of the net profit attributable to the Shareholders of the Company in the consolidated statement of MCC in 2018. VI. Statement for the risks involved in the forward-looking statements The forward-looking statements contained in this report regarding the Company’s future plans and others do not constitute any substantive commitment to investors and investors are reminded of investment risks. VII. Is there any misappropriation of non-operating funds by the Controlling Shareholder and its related parties No VIII. Is there any external guarantee made in violation of the required decision-making procedures No IX. Warning of major risks 1. International and domestic macroeconomic trends All business operations of the Company are affected by the international and domestic macroeconomic environment. Macroeconomic trends inside or outside China may have an impact on various business segments of the Company, including procurement, production and sale, thereby causing fluctuations in the Company’s operating performance. The Company’s operating income is mainly derived from the domestic market. Its business operations may perform differently in various domestic economic cycles. 2. Changes in the policies of the industries in which the Company was involved and the demands of its domestic and overseas markets The Company’s engineering contracting, property development and equipment manufacturing businesses were all influenced by the policies of the industry. In recent years, the adjustments to the business fields and the regional market strategies have been guided, to a certain extent, by the restructuring and upgrade of the steel and iron industry pushed forward by the PRC’s implementation of Made in China 2025, a nation strengthening strategy focusing on manufacturing industries, and implementation of control measures on the property industry, periodic fluctuations of the industries and changes in the operating situation of upstream and downstream enterprises of the industries, and thereby influencing the Company’s internal structure and hence influencing the Company’s financial position. X. Others Unless otherwise specified, all the amounts in this report are denominated in RMB. 2018 ANNUAL REPORT Contents Definitions 2 Chairman’s Statement 4 Company Profile and Major Financial Indicators 6 Report of Directors 17 Business Discussion and Analysis 39 Significant Events 62 Changes in Ordinary Shares and Particulars of Shareholders 85 Particulars of Directors, Supervisors, Senior Management and Staff 96 Corporate Governance 114 Corporate Bonds 129 Financial Statements 134 Other Financial Data 373 Documents for Inspection 374 METALLURGICAL CORPORATION OF CHINA LTD. 2018 ANNUAL REPORT 1 DEFINITIONS In this report, unless the context otherwise requires, the following expressions have the meanings as follows: “the Company” or “MCC” Metallurgical Corporation of China Ltd.* “State Council” the State Council of the People’s Republic of China “SASAC” the State-owned Assets Supervision and Administration Commission of the State Council “CSRC” the China Securities Regulatory Commission “SSE” the Shanghai Stock Exchange “A Share Listing Rules” the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange* “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Hong Kong Listing Rules” or “H Share the Rules Governing the Listing of Securities on The Stock Exchange of Hong Listing Rules” Kong Limited “Controlling Shareholder” or “CMGC” China Metallurgical Group Corporation “China Minmetals” China Minmetals Corporation “MCC Real Estate” MCC Real Estate Group Co., Ltd. “ACRE Coking & Refractory, MCC” ACRE Coking & Refractory Engineering Consulting Corporation, MCC “Shareholders’ Meeting” the shareholders’ meeting of Metallurgical Corporation of China Ltd.* “Shareholder(s)” holder(s) of share(s) of the Company “Board” the board of directors of Metallurgical Corporation of China Ltd.* “Director(s)” the director(s) of the Company, including all executive, non-executive and Independent Non-executive Directors “Independent Director” or “Independent a director who is independent of the Shareholders of the Company and is Non-executive Director” not an employee of the Company, has no material business connections or professional connections with the Company or its management and is responsible for exercising independent judgment over the Company’s affairs 2 METALLURGICAL CORPORATION OF CHINA LTD. DEFINITION “Supervisory Committee” the Supervisory Committee of Metallurgical Corporation of China Ltd.* “Supervisor(s)” the supervisor(s) of the Company “Articles of Association” the articles of association of Metallurgical Corporation of China Ltd.* “Rules of Procedures for Rules of Procedures of Board Meetings of Metallurgical Corporation of China Board Meetings” Ltd.* “Reporting Period” from 1 January 2018 to 31 December 2018 “A Share(s)” the domestic shares with a nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the Shanghai Stock Exchange and traded in RMB “H Share(s)” the overseas listed foreign invested shares with a nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Hong Kong Listing Rules “connected person(s)” connected party/parties under A Share Listing Rules and connected person(s) under the H Share Listing Rules “Renminbi” or “RMB” Renminbi, the lawful currency of the PRC “HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong “USD” United States dollars, the lawful currency of the United States “SFO” or “Securities and Futures the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), Ordinance” as amended, supplemented or otherwise modified from time to time “Corporate Governance Code” the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 of the Hong Kong Listing Rules 2018 ANNUAL REPORT 3 CHAIRMAN’S STATEMENT Chairman Guo Wenqing 4 METALLURGICAL CORPORATION OF CHINA LTD. CHAIRMAN’S STATEMENT Dear Shareholders, Looking back at 2018, MCC accurately grasped the development trend, actively coped with various risks and challenges, and forged ahead with concerted efforts and firm determination. Both quality and efficiency continued to improve, with heightened aggressively risk control in all aspects and outstanding results of technological innovation. The Company struggled for fulfillment of its responsibility as a central enterprise, gaining renowned reputation for its brand image. In particular, its operating results increased amid the downward economy and reached a new peak, which worked a brilliant achievement of the Company in its business for development. During the Reporting Period, the operating results of the Company hit a new record. The value of accumulated newly signed contracts accounting to RMB665,744 million based on its rapid growth for three consecutive