PDF《THE COMPANY FOR THE YEAR 2019》

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

If you have sold or transferred all your shares in METALLURGICAL CORPORATION OF CHINA LTD.*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer 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. PROPOSED APPROVAL OF THE PROPOSAL OF THE REPORT ON FINAL ACCOUNTS OF THE COMPANY FOR THE YEAR

2018 PROPOSED APPROVAL OF THE PROPOSAL OF PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR

2018 PROPOSED APPROVAL OF THE PROPOSAL OF THE EMOLUMENTS OF DIRECTORS AND SUPERVISORS OF THE COMPANY FOR THE YEAR

2018 PROPOSED APPROVAL OF THE PROPOSAL OF THE PLAN OF GUARANTEES TO BE PROVIDED BY THE COMPANY FOR THE YEAR

2019 PROPOSED APPROVAL OF THE PROPOSAL OF APPOINTMENT OF THE AUDITOR AND INTERNAL CONTROL AUDITOR OF THE COMPANY FOR THE YEAR

2019 PROPOSED APPROVAL OF THE PROPOSAL OF GRANT OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE SHARES PROPOSED APPROVAL OF THE PROPOSAL OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED APPROVAL OF THE PROPOSAL OF THE PLAN OF REGISTRATION AND ISSUANCE OF DOMESTIC BONDS OF THE COMPANY FOR THE YEAR

2019 A letter from the Board of Directors of the Company is set out on pages

1 to

16 of this circular. A notice convening the AGM (as defined in this circular) to be held at MCC Tower, No.

28 Shuguang Xili, Chaoyang District, Beijing, 100028, the PRC, on Wednesday,

26 June

2019 at 2:00 p.m., is set out on pages

56 to

58 of this circular. If you intend to appoint a proxy to attend the AGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre,

183 Queen'

s Road East, Wanchai, Hong Kong (for holders of H Shares), not less than

24 hours before the time fixed for the holding of the AGM or any adjourned meeting thereof (excluding any public holiday). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any adjourned meeting thereof should you so wish. If you intend to attend the AGM in person or by proxy, you are required to complete and return the accompanying reply slip to Computershare Hong Kong Investor Services Limited (for holders of H Shares) on or before Thursday,

6 June 2019.

10 May

2019 * For identification purposes only C i C Page DEFINITIONS ii LETTER FROM THE BOARD

1 APPENDIX I C PERFORMANCE REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS.17 APPENDIX II C WORK REPORT OF THE BOARD

28 APPENDIX III C WORK REPORT OF THE SUPERVISORY COMMITTEE

54 NOTICE OF THE

2018 ANNUAL GENERAL MEETING.56 C ii C In this circular, unless the context requires otherwise, the following expressions have the following meanings: A Shares means domestic shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB;