Cnm.com.hk

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: 8306)
POLL RESULTS OF THE SPECIAL GENERAL MEETING
HELD ON 19 JUNE 2013
ADJUSTMENTS TO THE SHARE OPTIONS AND CONVERTIBLE BONDS
The Board is pleased to announce that the resolution as set out in the Notice was duly passed by the Shareholders by way of poll at the SGM held on 19 June 2013.
Reference is made to the circular (the “Circular”) of China Nonferrous Metals
Company Limited (the “Company”) and the notice (the “Notice”) of the special general
meeting (the “SGM”) dated 31 May 2013. Unless otherwise defined herein, capitalised
terms used in this announcement shall have the same meanings as those defined in the
Circular.
RESULTS OF THE SGM
The Board is pleased to announce that at the SGM held on 19 June 2013, the proposed
ordinary resolution has been duly passed by the Shareholders by way of poll.
As at the date of SGM, the total number of issued Shares in the Company was 8,756,539,747 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against the proposed resolution at the SGM. There was no Share entitling the Shareholder to attend and abstain from voting in favour as set out in Rule 17.47A of the GEM Listing Rules. No Shareholders were required to abstain from voting on the proposed resolution at the SGM under the GEM Listing Rules. No Shareholder has stated his/her/its intention in the Circular to vote against or to abstain from voting on the proposed resolution at the SGM.
The Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, was appointed as the scrutineer at the SGM for the purpose of vote taking.
The poll results in respect of the resolution were as follows: Number of Votes (%)
Ordinary Resolution
As more than 50% of the votes were cast in favour of the above resolution, such resolution was duly passed as ordinary resolution.
ADJUSTMENTS IN RELATION TO THE SHARE OPTIONS AND
CONVERTIBLE BONDS
Share Options
Immediately before the Share Consolidation becoming effective, there would be
563,710,000 Share Options outstanding entitling the holders thereof to subscribe for
a total of 563,710,000 Shares. Pursuant to the terms of the share option scheme (the
“Share Option Scheme”) adopted on 16 February 2005, adjustments are required
to be made to the exercise price of and/or the number of outstanding Share Options
as a result of the Share Consolidation. In accordance with the Share Option Scheme
and the supplementary guidance issued by the Stock Exchange on 5 September 2005
(the “Supplementary Guidance”) regarding adjustment of share options under Rule
23.03(13) of the GEM Listing Rules, the exercise price of and the number of outstanding
Share Options granted under the Share Option Scheme will be adjusted in the following
manner with effect from 20 June 2013 as a result of the Share Consolidation.
Before adjustment
After adjustment
Adjusted
Number of
number of
Adjusted
outstanding
Exercise outstanding
exercise
Date of grant
Share Options
prices Share Options
Save for the above adjustments, all other terms and conditions of the Share Options remain unchanged.
Convertible Bonds
Immediately before the Share Consolidation becoming effective, there would be
Convertible Bonds in the outstanding principal amount of HK$382,038,194 with
conversion price of HK$0.22 per Share. As a result of the Share Consolidation and
pursuant to the terms and conditions of the instruments constituting the Convertible
Bonds, the conversion price of the Convertible Bonds will be adjusted with effect from
20 June 2013 in the following manner:
Conversion
Adjusted
conversion price
the Share
the Share
Consolidation Consolidation
Maturity date of
becoming
becoming
Date of issue Convertible Bonds Principal amount effective
effective
The Company’s auditor had performed certain factual finding procedures on the adjustments to the exercise prices and the number of outstanding Share Options and to the conversion price of the Convertible Bonds in accordance with Hong Kong Standard on Related Services 4400 “Engagements to Perform Agreed-Upon Procedures Regarding Financial Information” issued by the Hong Kong Institute of Certified Public Accountants. The auditor had issued a report of factual findings to the Board stating that the computation of the above adjustments to the Share Options and the Convertible Bonds is arithmetically accurate and the computation of the above adjustments to the Share Options is in compliance with the requirements as set out in the Share Option Scheme and the requirements under Rule 23.03(13) of the GEM Listing Rules.
China Nonferrous Metals Company Limited
As at the date of this announcement, the executive Directors are Mr. Mei Ping, Dr. Yu Heng Xiang, Mr. Kang Hongbo and Ms. Han Qiong and the independent non-executive Directors are Mr. Chan Siu Lun, Mr. Chen Mingxian and Ms. He Qing. This announcement, for which the Directors collectively and individually accept full responsibilities, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading. This announcement will be published on the GEM website at http://www.hkgem.com on the “Latest Company Announcement” page for at least 7 days from the date of publication and on the Company’s website at http://www.cnm.com.hk.

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