CMOC Group Limited — Proxy Solicitation & Information Statement 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Stock Code: 03993)

SUPPLEMENTAL NOTICE OF THE 2014 FIRST CLASS MEETING OF H SHAREHOLDERS

Reference is made to the notice (the “ Notice ”) of the 2014 first class meeting of H Shareholders published by China Molybdenum Co., Ltd.* (the “ Company ”) on 5 August 2014 which set out the H Shareholders’ Class Meeting to be held immediately after the EGM and the A Shareholders’ Class Meeting or any adjournments thereof, on Friday, 19 September 2014 at International Conference Room of Mudu-Lee Royal International Hotel at No. 239, Kaiyuan Street, Luolong District, Luoyang City, Henan Province, the People’s Republic of China (“ PRC ”) and contains resolution proposed to be considered and, if thought fit, passed at the H Shareholders’ Class Meeting. Unless otherwise defined, capitalized items used herein have the same meanings as those defined in the Notice and the circular of the Company dated 3 September 2014 (the “ Circular ”).

* For identification purposes only

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Subsequent to the issuance of the Notice, the Company received a written notice on 1 September 2014 from CFC for proposing the resolution in respect of the proposal in respect of the addition of relevant authorisations regarding the issuance of A Share Convertible Corporate Bonds by the Company. CFC is a controlling shareholder (as defined by the Hong Kong Listing Rules) of the Company which beneficially owns approximately 36.01% of the total issued share capital of the Company. Pursuant to the Article 77 of the Articles of Association, when the Company convenes a general meeting, Shareholders individually or collectively holding more than 3% of the Company’s shares can make a temporary motion and submit in writing to the convener ten (10) days before the date of Shareholders’ general meeting. Details of the above proposal are set out in the Circular.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the H Shareholders’ Class Meeting, which will be held on the same date, at the same time and at the same place as originally scheduled in the Notice, will consider and, if thought fit, pass the following supplemental resolution as special resolution in addition to the resolution set out in the Notice:

SPECIAL RESOLUTION

“To consider and approve the proposal in respect of the addition of relevant authorisations regarding the issuance of A Share Convertible Corporate Bonds by the Company.”

By Order of the Board China Molybdenum Co., Ltd. Li Chaochun* Chairman

Luoyang City, Henan Province, the PRC, 3 September 2014

As at the date of this announcement, the executive Directors of the Company are Mr. Li Chaochun, Mr. Li Faben, Mr. Wang Qinxi, Ms. Gu Meifeng and Mr. Wu Wenjun; the non-executive Directors are Messrs. Zhang Yufeng and Yuan Honglin; and the independent non-executive Directors are Messrs. Bai Yanchun, Xu Shan, Cheng Gordon and Xu Xu.

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Notes:

• (1) This supplemental notice should be read in conjunction with the Notice and the Circular.

• (2) Save for the inclusion of the newly submitted resolution, there are no other changes to the resolution set out in the Notice. Please refer to the Notice and the Circular for details of other resolution to be tabled at the H Shareholders’ Class Meeting, closure of register of members, eligibility for attending the H Shareholders’ Class Meeting, registration procedures for attending the H Shareholders’ Class Meeting, the voting arrangements, the poll procedure at the H Shareholders’ Class Meeting and other relevant matters.

(3) PROXY FORM

Since the First Proxy Form despatched on 5 August 2014 for use at the H Shareholders’ Class Meeting does not contain the proposed additional special resolution as set out in this supplemental notice, the Second Proxy Form has been prepared and is enclosed with this supplemental notice.

• (i) Each Shareholder entitled to attend and vote at the H Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company.

• (ii) Shareholders can appoint a proxy by an instrument in writing (i.e. by using the Second Proxy Form enclosed). The Second Proxy Form shall be signed by the appointor or his/her attorney duly authorised in writing, or if the appointor is a body corporate, either under the common seal or signed by a director or a duly authorised attorney of the body corporate. If the Second Proxy Form is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other document of authorisation must be notarized.

• (iii) To be valid, for H Shareholders, the Second Proxy Form and notarized power of attorney or other documents of authorisation (if applicable), must be delivered to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited not less than 24 hours before the time for holding the H Shareholders’ Class Meeting or any adjournment thereof.

• (iv) Shareholders who have lodged the First Proxy Form with the Company should note that:

  • (i) If the Second Proxy Form is lodged with the Company’s H Share registrar 24 hours prior to the time designated for convening the H Shareholders’ Class Meeting (the “ Closing Time ”), the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid form of proxy lodged by the Shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

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  - (ii) If no Second Proxy Form is lodged with the Company’s H Share registrar as at the Closing Time, the First Proxy Form will be treated as a valid form of proxy lodged by him/her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the H Shareholders’ Class Meeting including the proposed resolution in relation to the proposal in respect of the addition of relevant authorisations regarding the issuance of A Share Convertible Corporate Bonds by the Company as set out in this supplemental notice. 

• (v) Completion and return of the First Proxy From or the Second Proxy Form will not preclude you from attending and voting in person at the H Shareholders’ Class Meeting or any adjournment thereof should you so wish.

• (4) All resolutions at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to a procedural or administrative matter to be voted on by a show of hands pursuant to the Hong Kong Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Hong Kong Listing Rules.

• (5) Shareholders or their proxies must present proof of their identities upon attending the H Shareholders’ Class Meeting. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.

• (6) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the H Shareholders’ Class Meeting.

• (7) The address and contact details of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:

17M Floor

Hopewell Centre 183 Queen’s Road East

Wanchai Hong Kong Telephone No.: (+852) 2862 8555 Facsimile No.: (+852) 2865 0990 / (+852) 2529 6087

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• (8) The address and contact details of the Company’s office of the Board at its principal place of business in the PRC are as follows:

North of Yihe Huamei Shan Road Chengdong New District Luanchuan County Luoyang City Henan Province People’s Republic of China Postal code: 471500 Telephone No.: (+86) 379 6865 8017 Facsimile No.: (+86) 379 6865 8030

• (9) The H Shareholders’ Class Meeting is expected to last not more than one day. Shareholders or proxies attending the H Shareholders’ Class Meeting are responsible for their own transportation and accommodation expenses.

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