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FUND RAISING ACTIVITY OF THE COMPANY IN THE 12 MONTHSIMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENTThe Company had not undertaken any fund raising exercise in the 12 monthsimmediately prior to the date of this announcement.GENERALAn Independent Board Committee (comprising all the independent non-executiveDirectors) has been formed to advise the Independent Shareholders (i) as to whetherthe Subscription Agreement and the transactions contemplated thereunder (includingthe allotment and issue of the Subscription Shares to the Subscriber pursuant to theSubscription), the proposed grant of the Specific Mandate and the Whitewash Waiverare on normal commercial terms, in the ordinary and usual course of business, fair andreasonable and in the interests of the Company and the Shareholders as a whole, and (ii)on how to vote, taking into account the recommendations of the Independent FinancialAdviser.In this connection, the Independent Financial Adviser has been appointed to advise theIndependent Board Committee and the Independent Shareholders. The appointmentof the Independent Financial Adviser has been approved by the Independent BoardCommittee. The Independent Board Committee will formally provide their views in thecircular to be sent to the Independent Shareholders after considering the advice of theIndependent Financial Adviser.A circular containing, among other matters, further information on (i) the SubscriptionAgreement and the transactions contemplated thereunder (including the allotment andissue of the Subscription Shares pursuant to the Subscription), the proposed grant ofthe Specific Mandate and the Whitewash Waiver); (ii) the recommendation of theIndependent Board Committee to the Independent Shareholders; (iii) a letter fromthe Independent Financial Adviser containing their advice to the Independent BoardCommittee and the Independent Shareholders; and (iv) a notice of the SGM will bedespatched to the Shareholders in accordance with the GEM Listing Rules and theTakeovers Code, and is expected to be despatched on or before 21 September 2012.Completion of the Subscription is conditional upon, among other matters, theSubscription Agreement becoming unconditional in all respects and having beencompleted in accordance with its terms, and may or may not proceed. Shareholdersof the Company and investors are advised to exercise caution when dealing in thesecurities of the Company and if they are in any doubt about their position, theyshould consult their professional advisers.SUSPENSION AND RESUMPTION OF TRADING IN SHARESAt the request of the Company, trading in the Shares on GEM was suspended from 9:00a.m. on 30 August 2012 pending the release of this announcement. Application has beenmade to the Stock Exchange for the resumption of trading in the Shares on GEM from9:00 a.m. on 3 September 2012.14
DEFINITIONSIn this announcement, unless the context otherwise requires, the following expressionsshall have the following meanings when used herein:“acting in concert”“associate(s)”“Board”“Business Day”“Company”“Conditions Precedent”“connected person(s)”“Director(s)”“Executive”“GEM”“GEM Listing Rules”“Group”“Hong Kong”has the meaning ascribed to it by the TakeoversCode and the expression “concert part(ies)” shall beconstrued accordinglyhas the meaning ascribed to it under the GEM ListingRulesthe board of Directorsany day (excluding Saturday) on which licensed banksin Hong Kong are open for businessChina Nonferrous Metals Company Limited, anexempted company incorporated in Bermuda withlimited liability and whose issued shares are listed onGEMthe conditions precedent to completion of theSubscription as set out in the Subscription Agreementand summarized in this announcementhas the meaning ascribed to it under the GEM ListingRulesdirector(s) of the Companythe Executive Director of the Corporate FinanceDivision of the Securities and Futures Commission orany delegate of the Executive Directorthe Growth Enterprise Market operated by the StockExchangethe Rules Governing the Listing of Securities on GEMthe Company and its subsidiariesThe Hong Kong Special Administrative Region of thePRC15
Page 1 and 2: Hong Kong Exchanges and Clearing Li
Page 3 and 4: GeneralAn Independent Board Committ
Page 5 and 6: The Subscription Price was determin
Page 7 and 8: Except as disclosed above and for b
Page 9 and 10: EFFECT ON THE SHAREHOLDING STRUCTUR
Page 11 and 12: of the exercise or conversion (as t
Page 13: (b)(c)from approximately 29.39% to
Page 17 and 18: “Outstanding CB”“Outstanding
Page 19: “HK$ and cents”Hong Kong dollar

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