PDF《中国金属资源利用有限公司》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Metal Resources Utilization Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. China Metal Resources Utilization Limited 中国金属资源利用有限公司(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1636) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS, AND NOTICE OF THE ANNUAL GENERAL MEETING A notice convening the Annual General Meeting of China Metal Resources Utilization Limited to be held at Queensway &

Victoria, Level 3, JW Marriott Hotel, Pacific Place,

88 Queensway, Hong Kong on

6 June

2019 at 11:00 a.m. is set out on pages

16 to

20 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cmru.com.cn) respectively. Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company'

s Branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M, Floor, Hopewell Centre,

183 Queen'

s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than

48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

30 April

2019 Page Definitions

1 Letter from the Board Responsibility Statement

3 1. Introduction

4 2. Proposed granting of the repurchase and issuance mandates

4 3. Proposed re-election of the retiring directors

5 4. Annual General Meeting and proxy arrangement

5 5. Recommendation

6 6. General information

6 Appendix I ― Explanatory statement of the Repurchase Mandate

7 Appendix II ― Details of the retiring directors proposed to be re-elected at the Annual General Meeting

10 Notice of the Annual General Meeting

16 CONTENTS C i C In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: '

'

Annual General Meeting'

'

an annual general meeting of the Company to be held at Queensway &

Victoria, Level 3, JW Marriott Hotel, Pacific Place,

88 Queensway, Hong Kong on

6 June

2019 at 11:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages