China Nonferrous Mining : MAJOR TRANSACTION - ESTABLISHMENT OF A JOINT VENTURE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Nonferrous Mining Corporation Limited, you should at once hand this circular, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

China Nonferrous Mining Corporation Limited

中 國 有 色 礦 業 有 限 公 司

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 1258)

MAJOR TRANSACTION - ESTABLISHMENT OF A JOINT VENTURE

The English and Chinese versions of this circular are available on the Company's website atwww.cnmcl.net and the website of the Stock Exchange at www.hkexnews.hk.

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

26 May 2017

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DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . 8 APPENDIX II - GENERAL INFORMATION 10

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In this circular, the following expressions have the following meanings unless the context otherwise requires:

"Board" the board of Directors

"CNMC" China Nonferrous Metal Mining (Group) Co., Ltd* (中國有色礦業集 團有限公司), a state-owned enterprise incorporated under the laws of the PRC and an indirect controlling shareholder of the Company, which indirectly holds an aggregate of 2,600,000,000 shares of the Company, representing approximately 74.52% of issued shares of the Company as at the Latest Practicable Date

"CNMD" China Nonferrous Mining Development Limited (中色礦業發展有限 公司*) a company incorporated in the British Virgin Islands, a wholly- owned subsidiary of CNMC and a controlling shareholder of the Company

"CNHKI" China Nonferrous Mining Hong Kong Investment Limited (中色礦業 香港投資有限公司), a company established in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

"Company" China Nonferrous Mining Corporation Limited (中國有色礦業有限公 司), a company incorporated in Hong Kong with limited liability, whose shares are listed on the Stock Exchange (stock code: 1258)

"connected person" has the meaning ascribed thereto in the Listing Rules "controlling shareholder" has the meaning ascribed thereto in the Listing Rules "Director(s)" director(s) of the Company

"DRC" the Democratic Republic of the Congo

"Enlarged Group" the Group and the Joint Venture to be established "Group" the Company and its subsidiaries

"Hong Kong" Hong Kong Special Administrative Region of the PRC

"Joint Venture" Likasi Copper Smelter SAS, the joint venture to be established in the

DRC by CNHKI and YH Metal in accordance with the JV Agreement

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"JV Agreement" the shareholder agreement dated 18 April 2017 entered into between

CNHKI and YH Metal in relation to establishment of the Joint Venture

"Latest Practicable Date" 22 May 2017, being the latest practicable date for the purpose of

ascertaining certain information contained in this circular prior to its publication

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

"percentage ratios" "percentage ratios" as defined in Rule 14.04(9) of the Listing Rules "PRC" the People's Republic of China, excluding, for the purpose of this

circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Shares" shares in the issued share capital of the Company

"Shareholders" holders of the Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited "subsidiary(ies)" has the meaning ascribed thereto in the Listing Rules "substantial shareholder" has the meaning ascribed thereto in the Listing Rules

"USD" United States dollars, the current lawful currency of the United States of America

"YH Metal" Yunnan & Hongkong Metal Company Limited (雲港金屬有限公司), a

company established in Hong Kong with limited liability and a wholly- owned subsidiary of Yunnan Copper Group

"Yunnan Copper Group" Yunnan Copper Industry (Group) Co., Ltd.* (雲南銅業（集團）有限公

司), a company incorporated in the PRC with limited liability, which is mainly engaged in production, sales and processing of nonferrous metals

"Zambia" the Republic of Zambia

"%" per cent

* Translation of English or Chinese terms for reference only

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