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 purpose only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
 
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")), except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. All public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. No public offering of securities is to be made by the Issuer or the Company in the United States.
 
PROGRESS UPDATE ANNOUNCEMENT PROPOSED SPIN-OFF OF HAINAN MINING AND CONNECTED TRANSACTION
 
Reference is made to the announcement issued by the Company on 28 June 2011 in relation to the proposed spin-off of Hainan Mining.
 
The Board wishes to announce that Hainan Mining had pre-disclosed its listing prospectus (application version) and is currently under the stage of providing additional materials of its 2012 annual report to China Securities Regulatory Commission and waiting for attending preliminary assessment hearing.
 
In order to further avoid potential horizontal competition, reduce connected transaction between Hainan Mining and Haigang Group, and eliminate potential effect on Hainan Mining by the low grade ore owned by Haigang Group, Hainan Mining entered into a purchase agreement for low grade ore with Haigang Group on 25 July 2012, pursuant to which, Haigang Group will sell all low grade ore in stock to Hainan Mining with consideration of RMB856,968,340.54.
 
Haigang Group is a substantial shareholder of Hainan Mining, a subsidiary of the Company, and is therefore a connected person of the Company as defined under Chapter.
 
14A of the Listing Rules. The Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules. As one or more of the percentage ratios exceed 1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements under Rules 14A.32 of the Listing Rules and is exempt from the independent shareholders' approval requirement.
 
SOURCE: 4-traders.com
 
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