(Incorporated in Bermuda with limited liability) Stock Code : 00661 2015 ANNUAL REPORT Mineral Resources HUBEI MINES XINJIANG MINES Daye City Wuqia County 1. Tonglvshan Mine 5. Sareke Copper Mine 2. Tongshankou Mine Yangxin County Hami City 3. Fengshan Mine 6. Hami Mine 4. Chimashan Mine Hami City 6 5 Wuqia County Daye City 2 1 3 4 Yangxin County Contents Corporate Information 2 Biographical Details of Directors 3 Chairman’s Statement 5 Management Discussion and Analysis 9 Report of the Directors 28 Corporate Governance Report 51 Independent Auditor’s Report 65 Consolidated Statement of Profit or Loss and 67 Other Comprehensive Income Consolidated Statement of Financial Position 68 Consolidated Statement of Changes in Equity 70 Consolidated Statement of Cash Flows 72 Notes to the Consolidated Financial Statements 74 Corporate Information BOARD OF DIRECTORS BANKERS Executive Directors: Hang Seng Bank Limited Zhang Lin (Chairman) Industrial and Commercial Bank of China Long Zhong Sheng (Chief Executive Officer) (Asia) Limited Zhai Baojin Bank of Communications Co., Limited Tan Yaoyu REGISTERED OFFICE Independent Non-executive Directors: Clarendon House Wang Qihong 2 Church Street Wang Guoqi Hamilton HM11 Liu Jishun Bermuda AUDIT COMMITTEE/ HEAD OFFICE AND PRINCIPAL PLACE REMUNERATION COMMITTEE OF BUSINESS Wang Guoqi (Chairman) 18th Floor, Wang Qihong No. 8 Queen’s Road Central, Liu Jishun Central, Hong Kong NOMINATION COMMITTEE PRINCIPAL REGISTRAR Zhang Lin (Chairman) MUFG Fung Services (Bermuda) Limited Wang Guoqi Belvedere Building Wang Qihong 69 Pitts Bay Road Liu Jishun Pemborke HM08 Bermuda COMPANY SECRETARY Lau Pok Yuen (appointed on 31 July 2015) HONG KONG BRANCH REGISTRAR Yeung Wing Kwan (resigned on 31 July 2015) Tricor Investor Services Limited Level 22 LEGAL ADVISERS Hopewell Centre As to Hong Kong law: 183 Queen’s Road East Paul Hastings Hong Kong As to Bermuda law: STOCK CODE Conyers, Dill & Pearman 661 AUDITOR Deloitte Touche Tohmatsu 2 China Daye Non-Ferrous Metals Mining Limited Annual Report 2015 Biographical Details of Directors EXECUTIVE DIRECTORS Mr. Zhang Lin, aged 53, has been the Chairman and an executive director of the Company since 2012. Mr. Zhang obtained a bachelor’s degree in mineral processing engineering from Central South University (中南大 學) in 1986 and a doctorate degree in mineral processing engineering from Central South University (中南大學) in 2008. Mr. Zhang was accredited as a senior engineer in mineral processing by the Employees Reform Office of Hubei Province in April 2004. Mr. Zhang has served as chairman of Daye Nonferrous Metals Co., Ltd (“Daye Metal”), a subsidiary of the Company and Daye Nonferrous Metals Group Holding Co., Ltd. (the “Parent Company”) since 2008 and 2010, respectively. He is currently the chairman and director of the Parent Company, Daye Metal and the Company. Mr. Zhang has over 25 years of experience in mineral processing. Mr. Long Zhong Sheng, aged 53, has been the Chief Executive Officer and an executive director of the Company since 2012 and 2011, respectively. Mr. Long obtained a bachelor’s degree in mining processing engineering from Central South University (中南大學) in 1987. He holds a master’s degree in mineral processing from Central South University (中南大學) and is a senior mineral processing engineer. He began his career in mining engineering at 豐山銅礦 (Feng Shan Copper Mine) in the People’s Republic of China (the “PRC”) in 1987 and acted as its chief executive from 1998 to 2002. He had also been the chief executive of 銅綠山礦 (Tonglvshan Mine) in the PRC from 2006 to 2008. Mr. Long has over 25 years of experience in the management field of mining industry. Mr. Zhai Baojin, aged 49, has been an executive director of the Company since 2012. Mr. Zhai graduated in economics and management from the Party School of Hubei Province in 2007. Mr. Zhai was accredited as a senior engineer in metallurgy by the Employees Reform Office of Hubei Province in June 2006. Mr. Zhai joined Daye Metal in April 2005 and was appointed as its director in September 2006 and has also served as its general manager. He had served as the factory head of the smelting plant located in No. 1, Yelian Road, Xin Xialu, Huangshi City, Hubei Province, the PRC, and also the deputy general manager in general affairs and the general manager of Daye Metal since April 2005. Mr. Zhai is currently the general manager and a director of Parent Company. Mr. Zhai has over 25 years of experience in the smelting industry. Mr. Tan Yaoyu, aged 43, has been an executive director of the Company since 2012. Mr. Tan is also the director of Daye Metal and has over 20 years of experience in the mining industry. Mr. Tan graduated in economics and management from the Party School of Hubei Province in 2007. Mr. Tan was accredited as a senior accountant by the Employees Reform Office of Hubei Province in December 2010. Mr. Tan joined Daye Metal in December 2008 and served as its financial director until October 2009. Mr. Tan was then appointed as a director of Daye Metal in September 2011. He is currently the chief accountant and a member of the Standing Committee of the Parent Company. Annual Report 2015 China Daye Non-Ferrous Metals Mining Limited 3 Biographical Details of Directors INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Wang Guoqi, aged 54, has been an independent non-executive director of the Company since 2006. Mr. Wang is a qualified accountant of The Chinese Institute of Certified Public Accountants, the PRC. Mr. Wang has extensive experience in accounting and financing areas in different industries. Currently, he is the managing partner of Hua-Ander Certified Public Accountants in the PRC. Mr. Wang obtained a bachelor’s degree in financial accounting and a master’s degree from Renmin University of China in 1982 and 1985, respectively, and also a doctor’s degree in philosophy from The University of London, the United Kingdom. Mr. Wang Qihong, aged 61, has been an independent non-executive director of the Company since 2006. Mr. Wang worked in the Materials Bureau of the former Ministry of Posts and Telecommunications of the People’s Republic of China and China National Postal and Telecommunications Appliances Corp. He was sent to Hong Kong by the Ministry of Posts and Telecommunications in 1991, where he served as a deputy general manager of Postel Development Co. Ltd., the Hong Kong branch of the Ministry of Posts and Telecommunications, and a deputy general manager of Town Khan Limited (Note: Town Khan Limited was one of the founders of SmarTone Telecommunications Holdings Limited (stock code: 00315) in Hong Kong, and it also participated in the listing of China Mobile Limited (stock code: 00941) in Hong Kong). Mr. Wang has participated in a number of projects regarding the modernization development and technology introduction of posts and telecommunications in the PRC since 1976, including the introduction of the first mobile communication equipment in the PRC, playing a significant role in the modernization of communication in the PRC. Mr. Wang successively graduated from Liaoning University and International College of Economics and Management (國際經濟管理學院) (currently merged with the University of International Business and Economics). Mr. Liu Jishun, aged 58, is a professor and doctoral supervisor in Central South University (the “CSU”). Mr. Liu has been an independent non-executive director of the Company since July 2014. Mr. Liu obtained a bachelor’s degree in geology, a master’s degree in geology and a doctoral degree in earth sciences from Nanjing University in January 1982, July 1986, and July 1989, respectively. He was assigned to the Research Institute NO.230. China National Nuclear Corporation in Changsha (核工業長沙230研究所) in January 1982. He worked as a researcher from October 1989 to October 1991 for the post-doctoral programme of geological exploration and mining petroleum in Central South University of Technology, which was then merged into the CSU. He joined the CSU as a lecturer of geology in November 1991 and was later promoted to professor. He is devoted to the theoretical research on ore-formation and the practice of ore exploration, and specializes in regional metallogeny, exploration system engineering and practicality assessment for mining. He was involved in the discovery of gold deposits in Qingyaigou (青崖溝), Gansu, PRC and the copper and gold deposits in Ka Latage (卡拉塔格), Xinjiang, the PRC. Mr. Liu has held numerous positions related to geology in multiple companies. For example, he was the research team leader of the Sanjiang exploration project (三江找礦工程) of China National Nonferrous Metals Industry Corporation (中國有色金屬工業總公司), as well as the advisor to each of Southwest China Nonferrous Geological Exploration Bureau (西南有色地勘局), Yunnan Copper (Group) Co., Ltd. (雲南銅業集團), Hubei Provincial Huangmailing Phosphate Chemical Co., Ltd. (湖北黃麥嶺磷化工集 團), Guangdong Yunfu Guangye Pyrite Group Limited (廣東雲浮硫鐵礦集團), the joint research institute of Xinjiang Non-ferrous Metal Group and CSU (新彊有色中南大學聯合研究院), Mengzi Mining and Metallurgy Co., Ltd. (蒙自礦冶) and Guixin Mining Industry Development Co., Ltd. (桂新礦業有限公司). He also acted as the mine exploitation advisor in Lincang, Yunnan, the PRC and as a Guangdong Province corporate technology correspondent (廣東省企業科技特派員). He served as a member of the 13th and 14th term of expert valuation team to the National Natural Science Foundation of China (國家自然科學基金委). 4 China Daye Non-Ferrous Metals Mining Limited Annual Report 2015 Chairman’s Statement Zhang Lin Chairman of the Board The Company Chairman’s endeavours to maintain its strategic Statement positioning and achieve steady progress. Annual Report 2015 China Daye Non-Ferrous Metals Mining Limited 5 Chairman’s Statement Dear Shareholders, Production of the Group progressed steadily with an increase in the output of products. During the year, a On behalf of the board of directors (the “Board”) of total of approximately 28,400 tonnes of mined China Daye Non-Ferrous Metals Mining Limited (the copper was produced, up by 15.45% from the “Company”), I am pleased to present to the previous year.