(A joint stock limited company incorporated in the People's Republic of China with limited liability) Stock Code: 1618 2020 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 or material omissions in 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 26th the meeting of the third session of the Board on 29 March 2021. All Directors of the Company attended the meeting. III. WUYIGE Certified Public Accountants LLP issued an audit report with standard unqualified opinions to 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. The proposal for profit distribution or transfer of capital reserve to share capital for the Reporting Period was considered by the Board. MCC’s consolidated net profit in the audited consolidated statement attributable to Shareholders of the Company in 2020 was RMB7,862,185 thousand, and MCC’s undistributed profit was RMB2,090,245 thousand. Based on the total share capital of 20,723.62 million shares, the Company proposed to distribute cash dividend of RMB0.75 (tax inclusive) for every 10 shares and total cash dividend will amount to RMB1,554,271 thousand, the remaining undistributed profit of RMB535,974 thousand for the business development and coming year for distribution of the Company. The total cash dividend proposed by such proposal accounts for 19.77% with respect to the net profit attributable to the shareholders of the listed company in the 2020 consolidated statement of MCC. 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. Are there more than half of the Directors unable to guarantee the truthfulness, accuracy and completeness of the annual report disclosed by the Company No X. Warning of major risks 1. International and domestic macroeconomic trends In the current period, the international and domestic economic situation is complex and grim as the instability and uncertainties have increased significantly. COVID-19 pandemic has a far-reaching effect, which resulted in the global economy being in deep recession and economic globalization facing a counter current and hindered the economic cycle. International trade and investment have shrunk sharply, economic downward pressure has been much higher than expected, and the full recovery of the domestic economy still faces many challenges. Since all business operations of the Company are affected by the international and domestic macro economic environment, the 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. Since 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 and the market. In recent years, the adjustments to the business fields and the regional market layout of the Company have been guided, to a certain extent, by the restructuring and upgrading 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. XI. Others Unless otherwise specified, all the amounts in this report are denominated in RMB. 2020 ANNUAL REPORT Contents DEFINITIONS 2 CHAIRMAN’S STATEMENT 4 COMPANY PROFILE AND MAJOR FINANCIAL INDICATORS 7 REPORT OF THE BOARD OF DIRECTORS 17 BUSINESS DISCUSSION AND ANALYSIS 39 SIGNIFICANT EVENTS 64 CHANGES IN ORDINARY SHARES AND PARTICULARS OF SHAREHOLDERS 93 PARTICULARS OF DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND STAFF 102 CORPORATE GOVERNANCE 119 CORPORATE BONDS 135 FINANCIAL STATEMENTS 139 OTHER FINANCIAL DATA 373 DOCUMENTS FOR INSPECTION 374 METALLURGICAL CORPORATION OF CHINA LTD. ABOUT THE COVER OF 2020 ANNUAL REPORT The main design of the cover of this report is based on the chromoxylograph, Thousands of Commodious Mansions 《廣( 廈千萬間》), created by the printmaking institute of China First Metallurgical Group Co. Ltd., a subsidiary of the Company, showing the Company’s magnificent picture of “building thousands of commodious mansions for China's urban and rural development" over the years. Since the outbreak of COVID-19 pandemic in early 2020, a number of subsidiaries in Wuhan, represented by China First Metallurgical Group Co. Ltd., urgently assisted the construction of 34 hospitals, including Huoshenshan Hospital, Leishenshan Hospital, Fangcang Hospital, Leishan Hospital in Ezhou, fully reflecting the fearless dedication and courageous commitment of MCC in the fight against the pandemic. 2020 ANNUAL REPORT 1 DEFINITIONS I. DEFINITIONS In this report, unless the context otherwise requires, the following expressions have the meanings as follows: “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 SSE and traded in RMB “A Share Listing Rules” the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange* “Articles of Association” the articles of association of Metallurgical Corporation of China Ltd.* “Board” the board of directors of Metallurgical Corporation of China Ltd.* “China Minmetals” China Minmetals Corporation “connected person(s)” connected party/parties under A Share Listing Rules and connected person(s) under the H Share Listing Rules “Controlling Shareholder” or “CMGC” China Metallurgical Group Corporation “Corporate Governance Code” the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 of the Hong Kong Listing Rules “CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of the Company, including all executive, non-executive and Independent Non-executive Directors “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 “HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region “Hong Kong Listing Rules” or “H Share the Rules Governing the Listing of Securities on The Stock Exchange of Listing Rules” Hong Kong Limited “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Independent Director” or “Independent a director who is independent of the Shareholders of the Company Non-executive Director” and is 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 “MCC Real Estate” MCC Real Estate Group Co., Ltd. “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Hong Kong Listing Rules 2 METALLURGICAL CORPORATION OF CHINA LTD. DEFINITIONS “Renminbi” or “RMB” Renminbi, the lawful currency of the PRC “Reporting Period” from 1 January 2020 to 31 December 2020 “Rules of Procedures for Board Meetings” Rules of Procedures of Board Meetings of Metallurgical Corporation of China Ltd.* “SASAC” the State-owned Assets Supervision and Administration Commission of the State Council “SFO” or “Securities and Futures the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Ordinance” Kong), as amended, supplemented or otherwise modified from time to time “Shareholder(s)” holder(s) of share(s) of the Company “Shareholders’ Meeting” the shareholders’ meeting of Metallurgical Corporation of China Ltd.* “SSE” the Shanghai Stock Exchange “State Council” the State Council of the People’s Republic of China “Supervisor(s)” the supervisor(s) of the Company “Supervisory Committee” the Supervisory Committee of Metallurgical Corporation of China Ltd.* The “Company” or “MCC” Metallurgical Corporation of China Ltd.* “USD” United States dollars, the lawful currency