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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.


This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.







ANNOUNCEMENT IN RELATION TO THE PROGRESS OF THE STRATEGIC RESTRUCTURING


This announcement is made by Metallurgical Corporation of China Ltd. (the "Company") pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09(2)(a) of the Rules Governing the Listing of Securities (the "Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange").


Reference is made to the announcement dated 8 December 2015 of the Company in respect of the approval from the State-owned Assets Supervision and Administration Commission of the State Council regarding the strategic restructuring (the "Strategic Restructuring") implemented by China Metallurgical Group Corporation, the controlling shareholder of the Company, and China Minmetals Corporation (the "China Minmetals").


The board of directors of the Company hereby announces that the Company was informed that China Minmetals has filed an application to each of the China Securities Regulatory Commission (the "CSRC") and the Securities and Futures Commission of Hong Kong (the "SFC") to seek a waiver to dispense with its obligation to make a mandatory general offer for all the shares of the Company as a result of the Strategic Restructuring. On 25 December 2015, China Minmetals received comments from the CSRC (the "CSRC Comments") regarding its waiver application. China Minmetals was requested to disclose its responses within 30 working days upon receipt of the CSRC Comments, and to submit the responses to the CSRC within two working days

upon disclosure. China Minmetals, together with various professional parties, has prepared the response to the CSRC Comments, details of which have been published as overseas regulatory announcement of the Company on the HKExnews website of Hong Kong Exchanges and Clearing Limited on the same day. The Company was further informed that China Minmetals has also received comments from the SFC regarding its waiver application and is preparing the relevant responses.


The Company will make further announcement(s) with regard to the progress of the Strategic Restructuring as and when required under the Hong Kong Code on Takeovers and Mergers and/or the Listing Rules.


The Strategic Restructuring may lead to a mandatory general offer for the shares of the Company under the relevant requirements of the PRC authorities and the Hong Kong Code on Takeovers and Mergers unless otherwise waived by the CSRC and the SFC. Shareholders of the Company and the public investors are advised to exercise extreme caution when dealing in the securities of the Company.


By order of the Board

Metallurgical Corporation of China Ltd.* Lin Xiaohui

Company Secretary


Beijing, the PRC 28 January 2016


As at the date of this announcement, the Board of the Company comprises two executive directors: Mr. Guo Wenqing and Mr. Zhang Zhaoxiang; two non-executive directors: Mr. Jing Tianliang and Mr. Lin Jinzhen; and three independent non-executive directors: Mr. Yu Hailong, Mr. Ren Xudong and Mr. Chan Ka Keung Peter.


The directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.


* For identification purposes only

Metallurgical Corporation of China Ltd. issued this content on 28 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2016 16:08:24 UTC

Original Document: http://www.mccchina.com/mccen/resource/cms/2016/01/2016012814275481636.pdf