THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about 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 China Molybdenum Co., Ltd.*, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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 however arising from or in reliance upon the whole or any part of the contents of this circular. (Stock Code: 03993) FINANCIAL REPORT AND BUDGET REPORT PROPOSED DISTRIBUTION OF FINAL DIVIDEND PROPOSED SUBSCRIPTIONS OF STRUCTURED DEPOSIT WITH INTERNAL IDLE FUNDS PROPOSED PURCHASE OF WEALTH MANAGEMENT PRODUCTS WITH INTERNAL IDLE FUNDS PROPOSED PROVISION OF FINANCIAL GUARANTEE TO WHOLLY-OWNED SUBSIDIARIES PROPOSED GENERAL MANDATE FOR ISSUE OF SHARES PROPOSED GENERAL MANDATE FOR REPURCHASE OF H SHARES VERY SUBSTANTIAL ACQUISITION OF THE TARGET COMPANY WHICH HOLDS IXM AND NOTICE OF THE ANNUAL GENERAL MEETING NOTICE OF THE 2019 SECOND CLASS MEETING OF H SHAREHOLDERS A letter from the Board is set out on pages 1 to 44 of this circular. Notice convening the AGM to be held at the International Conference Room of Mudu-Lee Royal International Hotel at No. 239, Kaiyuan Street, Luolong District, Luoyang City, Henan Province, the PRC on Friday, 14 June 2019 at 1:00 p.m. is set out on pages AGM-1 to AGM-8 of this circular. The form of proxy and reply slips for use in connection with the AGM are enclosed herewith. Whether or not you are able to attend the AGM in person, you are requested to complete, sign and return the reply slip and form of proxy applicable to the AGM in accordance with the instructions printed thereon. For H Shareholders, the form of proxy applicable to the AGM should be returned to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for holding the relevant meeting. Completion and return of the form of proxy applicable to the AGM will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. H Shareholders who intend to attend the AGM in person or by proxy should return the reply slip to the office of the Board at the Company’s principal place of business in the PRC, at North of Yihe, Huamei Shan Road, Chengdong New District, Luanchuan County, Luoyang City, Henan Province, the PRC, 20 days before the relevant meeting, i.e. before Friday, 24 May 2019 by hand, by post or by facsimile. 27 April 2019 * For identification purposes only CONTENTS Page DEFINITIONS ii LETTER FROM THE BOARD ............................................. 1 APPENDIX I – 2018 FINANCIAL REPORT............................ I-1 APPENDIX II – 2018 WORK REPORT OF INDEPENDENT DIRECTORS... II-1 APPENDIX III – EXPLANATORY STATEMENT ON THE GENERAL MANDATE FOR REPURCHASE OF H SHARES........ III-1 APPENDIX IV – LETTER RELATING TO DISCOUNTED FUTURE ESTIMATED CASH FLOWS ........................ IV-1 APPENDIX V – LETTER FROM THE BOARD RELATING TO DISCOUNTED FUTURE ESTIMATED CASH FLOWS... V-1 APPENDIX VI – FINANCIAL INFORMATION OF THE GROUP .......... VI-1 APPENDIX VII-A – ACCOUNTANTS’ REPORT ON THE TARGET COMPANY. VII-A-1 APPENDIX VII-B – ACCOUNTANTS’ REPORT ON IXM GROUP ............ VII-B-1 APPENDIX VIII – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ....................... VIII-1 APPENDIX IX-A – MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET COMPANY .............................. IX-A-1 APPENDIX IX-B – MANAGEMENT DISCUSSION AND ANALYSIS OF IXM GROUP.......................................... IX-B-1 APPENDIX X – SUMMARY OF VALUATION REPORT OF THE TARGET COMPANY....................................... X-1 APPENDIX XI – EFFECTS ON MAJOR FINANCIAL INDICATORS FROM THE DILUTION OF CURRENT RETURNS AS A RESULT OF THE PROPOSED ACQUISITION AND ITS REMEDIAL MEASURES . XI-1 APPENDIX XII – SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (YEAR 2019–2021)................... XII-1 APPENDIX XIII – GENERAL INFORMATION. .......................... XIII-1 NOTICE OF ANNUAL GENERAL MEETING. ................................ AGM-1 NOTICE OF THE 2019 SECOND CLASS MEETING OF H SHAREHOLDERS ...... NOTICE-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following terms and expression have the meaning set forth below: “A Share(s)” domestic share(s) with a nominal value of RMB0.20 each issued by the Company which are listed on the Shanghai Stock Exchange and traded in Renminbi (stock code: 603993) “A Shareholder(s)” holder(s) of A Shares “A Shareholders’ Class Meeting” the 2019 second class meeting of A Shareholders (and any adjournment thereof) to be held on Friday, 14 June 2019 after the AGM at the International Conference Room of Mudu-Lee Royal International Hotel at No. 239, Kaiyuan Street, Luolong District, Luoyang City, Henan Province, the PRC “AGM” the annual general meeting of the Company (and any adjournment thereof) to be held at 1:00 p.m. on Friday, 14 June 2019 at the International Conference Room of Mudu-Lee Royal International Hotel at No. 239, Kaiyuan Street, Luolong District, Luoyang City, Henan Province, the PRC “Articles of Association” articles of association of the Company, as amended, modified or otherwise supplemented from time to time “Board” the board of Directors “Budget Report” the financial budget report of the Company (and any adjournment thereof) for the year ending 31 December 2019, which was approved at the fourth meeting of the fifth session of the Board on 28 March 2019 “Buyer” or “CMOC Limited” CMOC Limited, a direct wholly-owned subsidiary of the Company incorporated in Hong Kong with limited liability “Closing” the closing of the purchase and sale of the Target Shares – ii – DEFINITIONS “Closing Date” a date in no event later than 10 business days after satisfaction, or to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions set forth in the Share Purchase Agreement (other than conditions that by their nature are to be, satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or such other time or place as the Buyer and the Seller may agree “Closing Payment” US$198 million (equivalent to approximately HK$1,553 million) plus the Estimated Net Profits “Company” China Molybdenum Co., Ltd.* (洛陽欒川鉬業集團股份有限公司), a joint stock company established in the PRC with limited liability, the H Shares and A Shares of which are listed and traded on the main board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively, and the parent company of the Buyer “Company Law” the Company Law of the PRC “CSRC” China Securities Regulatory Commission (中國證券監督管理委員會) “Deloitte” Deloitte Touche Tohmatsu Certified Public Accountants LLP, which is Certified Public Accountants and the auditors of the Company “Deloitte HK” Deloitte Touche Tohmatsu, which is Certified Public Accountants and the reporting accountants as to the financial information of the Target Company and IXM Group and the unaudited pro forma financial information of the Enlarged Group “Deloitte SA-Geneva” Deloitte SA-Geneva, an audit firm which is an affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee “Director(s)” the director(s) of the Company “Encumbrances” any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, right, interest or preference granted to any third party, or any other encumbrance or security interest of any kind (or an agreement or commitment to create any of the same) – iii – DEFINITIONS “Enlarged Group” the Company and its subsidiaries upon Closing, which would include the Target Group “Estimated Net Profits” a reasonable estimate of the Final Net Profits made by the Seller in good faith no later than 30 days prior to the anticipated Closing Date “Event” includes the death or the winding up or dissolution of any person, and any act, transaction or omission whatsoever, and any reference to an Event occurring on or before a particular date shall include Events which for Tax purposes are deemed to have, or are treated or regarded as having, occurred on or before that date “Final Dividend” the proposed distribution of a final dividend of RMB0.11 per Share (tax inclusive) for the year ended 31 December 2018 as described in the final results announcement of the Company dated 28 March 2019 “Final Net Profits” the consolidated net income of the Target Group for the period commencing on 1 October 2018 and ending on the close of business on the Closing Date, calculated in accordance with the accounting standards agreed between the Buyer and the Seller, minus the aggregate amount of all dividends or other distributions (including the fair market value, as determined by the Buyer, of any non-cash dividend or other distribution) paid or otherwise made