China Daye Non Ferrous Metals Mining : CONTINUING CONNECTED TRANSACTIONS REVISION OF ANNUAL CAPS IN RELATION TO THE CNMC FINANCIAL SERVICES FRAMEWORK AGREEMENT AND THE LAND LEASE FRAMEWORK AGREEMENT

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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 00661)

CONTINUING CONNECTED TRANSACTIONS

REVISION OF ANNUAL CAPS IN RELATION TO THE CNMC FINANCIAL

SERVICES FRAMEWORK AGREEMENT

AND THE LAND LEASE FRAMEWORK AGREEMENT

Reference is made to the announcement of the Company dated 22 November 2019 (the "Announcement") in relation to, among other things, the CNMC Financial Services Framework Agreement and the Land Lease Framework Agreement. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

REVISION OF ANNUAL CAPS IN RELATION TO THE CNMC FINANCIAL SERVICES FRAMEWORK AGREEMENT

In order to more effectively monitor the transaction amounts of foreign exchange settlement and sales services, the Company has determined that such transaction amounts shall be based on the aggregate of the amount of foreign currency exchanged (inclusive of the service fees), instead of based solely on the service fees. Therefore, the Company has determined that the proposed annual caps for the three years ending 31 December 2022 in relation to the bills acceptance and settlement and foreign exchange settlement and sales services to be provided by the CNMC Group to the Group under the CNMC Financial Services Framework Agreement shall be revised to RMB6,120,300,000, RMB11,090,900,000 and RMB16,502,900,000, respectively (the "Revised Bills and Foreign Exchange Annual Caps").

The Revised Bills and Foreign Exchange Annual Caps were determined with reference to (i) the historical amount of foreign exchange transacted by the Group (which was approximately RMB14.3 billion, RMB14.2 billion and RMB13.0 billion for each of the two years ended 31 December 2018 and ten months ended 31 October 2019, respectively); (ii) the anticipated amount of foreign exchange and settlement services to be purchased by the Group from the CNMC Group for the three years ending 31 December 2022; (iii) the expected growth in the business of the Group; and (iv) the fees of bills acceptance and settlement services historically received by the Group.

REVISION OF ANNUAL CAPS IN RELATION TO THE LAND LEASE FRAMEWORK AGREEMENT

After further taking into consideration the total value of the right-of-use assets shall apply to future new leases only (which is to be recognized by the Company according to HKFRS 16 "Lease"), the Company has determined that the proposed annual cap for the year ending 31 December 2020 in relation to the Land Lease Framework Agreement shall remain at RMB145,171,000 as stated in the Announcement, while the proposed annual caps for the two years ending 31 December 2022 shall be revised to RMB1,100,000 and RMB1,100,000, respectively (the "Revised Land Lease Annual Caps", together with the Revised Bills and Foreign Exchange Annual Caps, the "Revised Annual Caps").

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The Revised Land Lease Annual Caps have been determined with reference to (i) the expected number of parcels of land to be leased by the Group from the Parent Group; (ii) the lease term in relation to the leases; (iii) the benchmark borrowing rate set by PBOC; and (iv) the aggregate rent, taxes and duties payable by the Group for leasing those parcels of land.

DIRECTORS' APPROVAL

Mr. Wang Yan and Mr. Long Zhong Sheng, who are executive Directors, is also a director of the Parent Company and a director of China Times, respectively. As such, each of Mr. Wang Yan and Mr. Long Zhong Sheng was deemed to have a material interest in, and they have abstained from voting on, the resolutions passed by the Board to approve the Revised Annual Caps. Save as disclosed above, none of the Directors has any material interest in, or is required to abstain from voting on the resolutions passed by the Board to approve the Revised Annual Caps.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An independent board committee (the "Independent Board Committee"), comprising all of the independent non-executive Directors, has been formed to advise the Independent Shareholders on whether or not the Non-Exempt Continuing Connected Transactions and the Proposed Annual Caps (including the Revised Annual Caps) are fair and reasonable, on normal commercial terms and in the ordinary and usual course of business of the Group and in the interest of the Company and the Shareholders as a whole. Amasse Capital Limited, a corporation licensed by the Securities and Futures Commission to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), has been appointed as the independent financial adviser (the "Independent Financial Adviser") to advise the Independent Board Committee and the Independent Shareholders regarding the Non-Exempt Continuing Connected Transactions and the Proposed Annual Caps (including the Revised Annual Caps).

DESPATCH OF CIRCULAR

A circular containing, among other things, (i) further details of the Non-Exempt Continuing Connected Transactions and the Proposed Annual Caps (including the Revised Annual Caps); (ii) the letter of advice from the Independent Financial Adviser; (iii) the letter of recommendation from the Independent Board Committee; (iv) the notice of the SGM; and (v) other information as required under the Listing Rules, is expected to be despatched to the Shareholders on 27 December 2019.

By order of the Board

China Daye Non-Ferrous Metals Mining Limited

Wang Yan

Chairman

Hong Kong, 23 December 2019

As at the date of this announcement, the Board comprises four executive directors, namely Mr. Wang Yan, Mr. Long Zhong Sheng, Mr. Yu Liming and Mr. Chen Zhimiao; and three independent non-executive directors, namely Mr. Wang Qihong, Mr. Wang Guoqi and Mr. Liu Jishun.

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