IMPORTANT If you are in any doubt about the contents of this prospectus, you should obtain independent professional advice. China Vanadium Titano-Magnetite Mining Company Limited (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares : 588,800,000 Shares (comprising 500,000,000 new Shares to be offered by the Company and 88,800,000 Shares to be offered by the Selling Shareholder, subject to adjustment and the Over-allotment Option) Number of Hong Kong Offer Shares : 58,880,000 Shares (subject to adjustment) Number of International Placing Shares : 529,920,000 Shares (subject to adjustment and the Over- allotment Option) Maximum Offer Price : HK$3.86 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.004% and the Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund on final pricing) Nominal value : HK$0.10 per Share Stock code : 893 Sole Global Coordinator and Sole Sponsor Joint Bookrunners and Joint Lead Managers The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in the “Documents Delivered to the Registrar of Companies and Available for Inspection” attached as Appendix VIII to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any of the other documents referred to above. The Offer Price is expected to be determined by agreement among the Joint Lead Managers (on behalf of the Underwriters), the Selling Shareholder and us on the Price Determination Date, which is expected to be on or around Wednesday, September 30, 2009 and, in any event, not later than Tuesday, October 6, 2009. The Offer Price will be not more than HK$3.86 per Offer Share and is currently expected to be not less than HK$3.12 per Offer Share, unless otherwise announced. Investors applying for the Hong Kong Offer Shares must pay, on application, the maximum Offer Price of HK$3.86 per Offer Share, unless otherwise announced, together with 1% brokerage, the Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.004%, subject to refund if the Offer Price should be lower than HK$3.86 per Offer Share. The Joint Lead Managers (on behalf of the Underwriters) may, with our consent and the consent of the Selling Shareholder, reduce the number of Offer Shares being offered in the Global Offering and/or the indicative Offer Price range stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offer. In such a case, a notice of the reduction in the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Hong Kong Public Offer. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong Public Offer, such applications cannot be subsequently withdrawn even if the number of Offer Shares and/or the indicative Offer Price range is so reduced. For further information, see the “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” sections in this prospectus. If, for any reason, the Offer Price is not agreed among the Joint Lead Managers (on behalf of the Underwriters), the Selling Shareholder and us on or before Tuesday, October 6, 2009, the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should consider carefully all of the information in this prospectus including the risk factors set out in the “Risk Factors” section in this prospectus. If certain circumstances arise, the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Lead Managers (on behalf of the Underwriters) prior to 8:00 a.m. on the Listing Date. Such circumstances are described in the “Underwriting — Grounds for Termination” section in this prospectus. The Offer Shares have not been and will not be registered under the US Securities Act and may not be offered, sold, pledged or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Offer Shares are being offered, in the United States, only to QIBs in reliance on Rule 144A under the US Securities Act and, outside the United States, to certain persons in offshore transactions in reliance on Regulation S under the US Securities Act. September 24, 2009 EXPECTED TIMETABLE Time and Date (Note 1) Application lists open (Note 2) ........................................ 11:45 a.m. on Tuesday, September 29, 2009 Latest time for lodging white and yellow Application Forms and giving electronic application instructions to HKSCC (Note 3) ................. 12:00 noon on Tuesday, September 29, 2009 Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk (Note 4) ...... 11:30 a.m. on Tuesday, September 29, 2009 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ........ 12:00 noon on Tuesday, September 29, 2009 Application Lists close (Note 2) ....................................... 12:00 noon on Tuesday, September 29, 2009 Expected Price Determination Date (Note 5) ............................. Wednesday, September 30, 2009 Announcement of Š Offer Price Š the level of applications in the Hong Kong Public Offer; Š the level of indications of interest in the International Placing; and Š the basis of allotment of the Hong Kong Offer Shares to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) ...................... Wednesday, October 7, 2009 Results of allocations in the Hong Kong Public Offer (including the successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels (see the “How to Apply for Hong Kong Offer Shares — Results of Allocations” section in this prospectus) from ........................................... Wednesday, October 7, 2009 Results of allocations in the Hong Kong Public Offer will be available at www.iporesults.com.hk with a “search by ID” function ............... Wednesday, October 7, 2009 White Form eIPO Refund payment instructions in respect of wholly or partially unsuccessful applications to be despatched on or before (Note 6 & 11) ............................................... Wednesday, October 7, 2009 Refund checks in respect of wholly or partially unsuccessful applications to be posted on or before (Note 7, 8, 9 & 11) ................................ Wednesday, October 7, 2009 Share certificates to be posted or deposited into CCASS on or before (Note 7 to 10) ............................................... Wednesday, October 7, 2009 Dealings in the Shares on the Stock Exchange to commence on ........... Thursday, October 8, 2009 Notes: 1. All times and dates refer to Hong Kong local times and dates. 2. If there is a “Black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. to 12:00 noon on Tuesday, September 29, 2009, the application lists of the Hong Kong Public Offer will not open on that day. Further information is set out in the “How to Apply for Hong Kong Offer Shares — V. When May Applications Be Made — Effect of bad weather on the opening of the application lists” section in this prospectus. 3. Applicants who apply by giving electronic application instructions to HKSCC should refer to the “How to Apply for Hong Kong Offer Shares — III. Applying By Giving Electronic Application instructions to HKSCC” section in this prospectus. 4. You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. i EXPECTED TIMETABLE 5. Please note that the Price Determination Date, being the date on which the Offer Price is to be determined, is expected to be on or around Wednesday, September 30, 2009. Notwithstanding that the Offer Price may be fixed at below the maximum offer price of HK$3.86 per Offer Share payable by applicants for Shares under the Hong Kong Public Offer, applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum offer price of HK$3.86 per Offer Share, together with 1% brokerage, a Stock Exchange trading fee of 0.005% and a SFC transaction levy of 0.004% but will be refunded the surplus application monies as provided in the “How to Apply for Hong Kong Offer Shares” section in this prospectus.