PDF《THE COMPANY FOR THE YEAR 2019》

AGM means the

2018 annual general meeting of the Company to be convened and held at MCC Tower, No.

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

26 June

2019 at 2:00 p.m.;

Articles of Association means the articles of association of the Company;

Board or Board of Directors means the board of directors of the Company;

Company or MCC means Metallurgical Corporation of China Ltd.* (中国冶金科 工股份有限公司), a joint stock company with limited liability incorporated under the laws of the PRC on

1 December 2008, and (unless the context requires otherwise) all of its subsidiaries;

Director(s) means the director(s) of the Company, including all executive, non-executive and independent non-executive directors;

Group means the Company and all of its subsidiaries;

H Shares means overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and are listed on the Hong Kong Stock Exchange;

Hong Kong means the Hong Kong Special Administrative Region of the PRC;

Hong Kong Stock Exchange means The Stock Exchange of Hong Kong Limited;

Listing Rules means the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;

Notice means the notice convening the AGM;

C iii C PRC means the People'

s Republic of China, but for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;

RMB means Renminbi, the lawful currency of the PRC;

Shareholders means shareholders of the Company;

Shares means share(s) of the Company with a nominal value of RMB1.00 each, which refer(s) to both A Shares and H Shares;

Supervisors means the supervisors of the Company;

Supervisory Committee means the supervisory committee of the Company;

and Two Funds means the accounts receivables and inventories. C

1 C Directors: Mr. Guo Wenqing (Executive Director) Mr. Zhang Zhaoxiang (Executive Director) Mr. Zhou Jichang (Independent Non-executive Director) Mr. Yu Hailong (Independent Non-executive Director) Mr. Ren Xudong (Independent Non-executive Director) Mr. Chan Ka Keung, Peter (Independent Non-executive Director) Mr. Lin Jinzhen (Non-executive Director) Registered Office/Principal place of business in the PRC: MCC Tower No.

28 Shuguang Xili Chaoyang District Beijing,

100028 People'

s Republic of China Principal place of business in Hong Kong: Room 3205, 32/F Office Tower Convention Plaza

1 Harbour Road, Wanchai Hong Kong

10 May

2019 To the Shareholders Dear Sir or Madam, 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 PLANS OF REGISTRATION AND ISSUANCE OF DOMESTIC BONDS OF THE COMPANY FOR THE YEAR

2019 * For identification purposes only C