MAJOR TRANSACTION ESTABLISHMENT OF A JOINT VENTURE

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 at and the website of the Stock Exchange at 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

2 CONTENTS Page DEFINITIONS... ii LETTER FROM THE BOARD... 1 APPENDIX I FINANCIAL INFORMATION OF THE GROUP... 8 APPENDIX II GENERAL INFORMATION i

3 DEFINITIONS 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* ( ), 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 ( *) a company incorporated in the British Virgin Islands, a whollyowned subsidiary of CNMC and a controlling shareholder of the Company CNHKI China Nonferrous Mining Hong Kong Investment Limited ( ), a company established in Hong Kong with limited liability and a wholly-owned subsidiary of the Company Company China Nonferrous Mining Corporation Limited ( ), 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 ii

4 DEFINITIONS 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 ( ), a company established in Hong Kong with limited liability and a whollyowned subsidiary of Yunnan Copper Group Yunnan Copper Group Yunnan Copper Industry (Group) Co., Ltd.* ( ), 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 iii

5 LETTER FROM THE BOARD 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) Executive Directors: Mr. Xinghu Tao (Chairman) Mr. Lin Zhang (President) Mr. Chunlai Wang (Vice President) Mr. Wei Fan (Vice President) Mr. Kaishou Xie (Vice President) Non-Executive Director: Mr. Diyong Yan (Vice Chairman) Registered office: Room 1201, Allied Kajima Building 138 Gloucester Road Wanchai, Hong Kong Principal place of business in Zambia: 32 Enos Chomba Road Kitwe, Zambia Independent Non-Executive Directors: Mr. Chuanyao Sun Mr. Jingwei Liu Mr. Huanfei Guan 26 May 2017 To the Shareholders Dear Sir or Madam, MAJOR TRANSACTION ESTABLISHMENT OF A JOINT VENTURE INTRODUCTION Reference is made to the announcements dated 18 April 2017 and 19 April 2017 of the Company in relation to the proposed establishment of Joint Venture with YH Metal in the DRC. The purpose of this circular is to provide you with further information in connection with this proposal and therefore provide all the information reasonably necessary to enable the Shareholders to be fully informed on this proposal. 1

6 LETTER FROM THE BOARD ESTABLISHMENT OF A JOINT VENTURE Reference is made to the announcement dated 14 November 2016 of the Company in relation to Possible Cooperation. On 18 April 2017, CNHKI and YH Metal entered into the JV Agreement, pursuant to which the Joint Venture shall be established in the DRC for the purpose of construction of a smelter for firerefining of blister copper with the annual capacity of 400,000 tonnes of copper concentrate. The Joint Venture will become a subsidiary of the Company upon its incorporation. Key Terms of JV Agreement Date 18 April 2017 Parties (i) CNHKI; and (ii) YH Metal. Business Scope of Joint Venture The proposed business scope of the Joint Venture is as follows: (i) exploration, development and processing of cobalt and other resources; (ii) production and operation of blister copper/copper anodes/copper cathodes, cobalt products and sulphuric acid, and production and operation of other bi-products arising from the production of copper and cobalt products; (iii) import and export business of copper and cobalt products, sulphuric acid and other minerals; and (iv) technical consultation and services relating to production and operation of mineral products. 2

7 LETTER FROM THE BOARD Shareholding Structure and Contribution The registered capital of the Joint Venture is USD20,000, which shall be fully paid up by both parties in proportion to their respective shareholdings within 30 days after the incorporation of the Joint Venture. Details of the specific contributions and shareholdings are as follows: Shareholder Shares Value Shareholding (USD) CNHKI ,000 60% YH Metal 400 8,000 40% Total 1,000 20, % Pursuant to the JV Agreement, the total investment in the project amounts to approximately USD420 million, which was determined after arm s length negotiations by both parties based on the expenses required for the construction of a smelter for fire-refining of blister copper with the annual capacity of 400,000 tonnes of copper concentrate, including construction costs, construction-related interests and general working capital. Pursuant to the JV Agreement, the total investment in the project will be contributed by both parties with their own funds and shareholder s loans (or provision of guarantee): (1) Own funds: own funds represent 30% of the total investment in the project (i.e. USD126 million) and will be paid by CNHKI and YH Metal with their own funds in proportion to their respective shareholdings in the Joint Venture (i.e. CNHKI and YH Metal shall contribute approximately USD75.6 million and USD50.4 million with their own funds, respectively). The first installment of own funds contributed by both parties shall not be less than 25% of their due contributions and shall be paid up within 60 days from the date of incorporation of the Joint Venture, and the balance shall be paid up within 1 year from the date of incorporation of the Joint Venture; and (2) Shareholder s loans (or provision of guarantee): shareholder s loans (or provision of guarantee) represent 70% of the total investment in the project (i.e. USD294 million) and will be advanced by CNHKI and YH Metal by means of granting loans (or providing guarantee) to the Joint Venture in proportion to their respective shareholdings in the Joint Venture (i.e. CNHKI and YH Metal shall grant loans (or providing guarantee) amounting to approximately USD176.4 million and USD117.6 million, respectively). Such shareholder s loans will be funded by (1) debt financing to be 3

8 LETTER FROM THE BOARD conducted by both parties with independent financial institutions based on prevailing market terms (therefore the terms of such shareholder s loans will also be based on and reflect the then prevailing market terms of such debt financing); or (2) as for CNHKI, by its own funds (where the terms of such shareholder loan to be advanced by CNHKI will be based on the then prevailing market terms). Conditions Precedent The JV Agreement is conditional upon the satisfaction of the following: (i) Obtaining the shareholders approval of YH Metal on the JV Agreement and the transaction contemplated thereunder; (ii) Obtaining the shareholders approval of the CNHKI and the Company (or, if applicable, the written shareholders approval pursuant to Rule of the Listing Rules) pursuant to the requirements under Listing Rules on the JV Agreement and the transaction contemplated thereunder; and (iii) Where applicable, obtaining the regulatory approval from competent PRC regulatory authorities on the transaction contemplated under the JV Agreement. Management of the Joint Venture The board of directors of the Joint Venture shall consist of five directors, of whom three shall be nominated by CNHKI and two by YH Metal. The roles of chairman and vice chairman of the board of directors of the Joint Venture shall be assumed by directors nominated by CNHKI and YH Metal, respectively. The general manager of the Joint Venture shall be recommended by YH Metal and appointed or removed by the board of directors of the Joint Venture. The chief accountant of the Joint Venture shall be recommended by CNHKI and nominated by the general manager, and appointed or removed by the board of directors of the Joint Venture. Deputy general managers and other senior management members of the Joint Venture shall be nominated by the general manager and appointed or removed by the board of directors of the Joint Venture. Pursuant to the JV Agreement, resolutions by the board of directors and the shareholders of the Joint Venture shall be subject to a simple majority voting, except those on certain matters to protect the right of YH Metal holding a non-controlling interest, which shall require the approval by more than two-thirds of the directors or mutual approval by both parties. Based on the above consideration, the Directors believe that the Joint Venture will be under control of the Company and become a subsidiary of the Company upon incorporation. 4

9 LETTER FROM THE BOARD Distribution of Dividend by the Joint Venture Joint Venture shall convene a general meeting to determine the distribution of dividend by way of a resolution at the general meeting. In principle, on the premise of satisfying normal operation of the Joint Venture, dividend shall be distributed on an annual basis if the Joint Venture has distributable profit, and the dividend to be distributed shall not be less than 80% of the profit available for distribution for the current year. REASONS FOR AND BENEFITS OF THE ESTABLISHMENT OF THE JOINT VENTURE The Company is of the view that the cooperation with Yunnan Copper Group in relation to this transaction is in line with the Company s business and commercial objectives and its strategy for development of central and southern Africa, and is conductive to the enhancement of size and competitiveness of the Group s copper business in the DRC and the long-term stable development of the Company. The terms of the JV Agreement were determined after arm s length negotiations by both parties. Directors (including independent non-executive Directors) have confirmed that the terms of the JV Agreement and the transaction contemplated thereunder are fair and reasonable, on normal or better commercial terms and in the interests of the Company and its shareholders as a whole. PARTICULARS OF RELEVANT PARTIES The Company is an investment holding company. The Group is principally engaged in exploration, mining, ore processing, leaching, smelting and sale of copper cathodes, blister copper and sulfuric acid in Zambia and the DRC. CNHKI is a company established in Hong Kong with limited liability and a wholly-owned subsidiary of the Company, mainly engaged in minerals development and relevant trade. Yunnan Copper Group is a large state-owned enterprise group jointly owned by China Copper Corporation Limited* ( ), the State-owned Assets Supervision and Administration Commission of Yunnan Province, and Yunnan Industrial Investment Group* ( ), mainly engaged in production, sales and processing of nonferrous metals. YH Metal is a company established in Hong Kong with limited liability and a wholly-owned subsidiary of Yunnan Copper Group, mainly engaged in sales, trading, financing and other businesses of nonferrous metal. 5

10 LETTER FROM THE BOARD FINANCIAL IMPACT OF ESTABLISHMENT OF JOINT VENTURE Effects on the assets and liabilities of the Group Based on audited consolidated financial statements of the Group for the year ended 31 December 2016, the Group s total assets and total liabilities were approximately USD2,429.7 million and USD1,586.1 million, respectively. Provided that the Joint Venture has established and the Group and YH Metal will contribute to the Joint Venture USD252 million and USD168 million, respectively, the Group s total assets and liabilities will be affected as follows: (i) the Group s total assets will increase USD344.4 million,; and (ii) the Group s total liabilities will increase, at most, USD294 million. Therefore, investment in the Joint Venture will not be expected to have significant adverse impact on the net assets position of the Group. Effects on the profit of the Group Effects on the profit of the Group will be subject to the financial performance of the Joint Venture in the future. LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios calculated pursuant to Rule of the Listing Rules in respect of the total contribution (including registered capital, own funds and shareholder s loans (or provision of guarantee)) by CNHKI under the JV Agreement exceed 25% but are less than 100%, the entering into of the JV Agreement and the transaction contemplated thereunder constitute a major transaction of the Company, which is subject to the reporting, announcement and shareholders approval requirements under Chapter 14 of the Listing Rules. YH Metal is a wholly-owned subsidiary of Yunnan Copper Group, and Yunnan Copper Group is a substantial shareholder of Chambishi Copper Smelter Limited, a subsidiary of the Company, holding 40% of its issued share capital. Therefore, YH Metal is a connected person of the Company at subsidiary level. Accordingly, the establishment of the Joint Venture under the JV Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The Directors (including independent non-executive Directors) have approved the JV Agreement and the transaction contemplated thereunder, and confirmed that the terms of the JV Agreement and the transaction contemplated thereunder are fair and reasonable, on normal or better commercial terms and in the interests of the Company and its shareholders as a whole. In light of the above, in accordance with Rule 14A.101 of the Listing Rules, the JV Agreement and the transaction contemplated thereunder are subject to the reporting and announcement requirements but are exempt from circular, independent financial advice and shareholders approval requirements under Chapter 14A of the Listing Rules. 6

11 LETTER FROM THE BOARD The JV Agreement and the transaction contemplated thereunder have been considered and approved by the Board. None of the Directors has any material interests in the JV Agreement and the transaction contemplated thereunder or is required to abstain from voting on the resolution of the Board in relation to the approval of the JV Agreement and the transaction contemplated thereunder. WRITTEN APPROVAL In accordance with Rule of the Listing Rules, a written Shareholders approval may be accepted in lieu of holding a general meeting. In so far as the Company is aware, none of the Shareholders has any material interests in the JV Agreement and the transaction contemplated thereunder. Therefore, if a general meeting is to be convened to approve the JV Agreement, none of the Shareholders is required to abstain from voting. As at the Latest Practicable Date, CNMC indirectly holds 2,600,000,000 Shares, representing approximately 74.52% of the total issued shares of the Company through CNMD, its whollyowned subsidiary. Since the Company has obtained a written approval from CNMD on 22 May 2017, the Company will not convene a general meeting to approve the JV Agreement in accordance with Rule of the Listing Rules. Yours faithfully, For and on behalf of the Board China Nonferrous Mining Corporation Limited Xinghu TAO Chairman 7

12 APPENDIX I FINANCIAL INFORMATION OF THE GROUP 1. CONSOLIDATED FINANCIAL STATEMENTS Audited financial information of the Group for each of the years ended 31 December 2016, 31 December 2015 and 31 December 2014 was disclosed in the annual report of the Company published on 26 April 2017, 28 April 2016 and 23 April 2015, respectively, on both the website of the Stock Exchange ( and the Company ( Unaudited interim financial information of the Group for each of the six months ended 30 June 2016, 30 June 2015 and 30 June 2014 was disclosed in the interim reports of the Company published on 9 September 2016, 17 September 2015 and 26 September 2014, respectively, on both the website of the Stock Exchange ( and the Company ( 2. FINANCIAL AND TRADING PROSPECTS OF THE GROUP The Group is principally engaged in the exploration, mining, ore processing, leaching, smelting and sale of copper cathodes, blister copper and sulfuric acid in Zambia and the DRC. As disclosed in 2016 annual report of the Company, revenue of the Group amounted to approximately USD1,313.3 million for the year ended 31 December Gross profit and net profit for the Group amounted to approximately USD199.9 million and approximately USD45.4 million respectively for the year ended 31 December Total assets and total equity amount to approximately USD2,429.7 million and approximately USD843.6 million respectively as at 31 December Looking ahead, despite many challenges the world economy faces, the United States, as the largest economy, is expected to maintain a stable improvement due to the abatement of tax and its policy on increasing investment in capital construction as implemented by the US government. China, as one of the growth drivers of the world economy, maintains a significant size of investment in capital construction and its economy is expected to maintain a stable and proper growth. In view of the five-year in-depth adjustment of the bulk commodity market and the picking up of prices of copper and other base metals at the end of 2016, copper prices are considered to be still promising in the long run. The Company will unremittingly consolidate management foundation, put more efforts to ensure operational regulatory compliance, fully utilise the financing function of the capital market and speed up resources exploration and acquisition. Meanwhile, it will optimize the management of supply chain and price chain to promote the integration of production, supply and sale in the same region and accelerate the construction of pipeline projects so as to continuously improve the production capacities of existing in-operation mines and the smelting and leaching businesses, and give play to the advantages in terms of the vertically integrated operation, so as to elevate the profitability and improve results and market performance of the Company. 8

13 APPENDIX I FINANCIAL INFORMATION OF THE GROUP 3. INDEBTEDNESS STATEMENT The Group s total debts of USD1,221.8 million as at 31 March 2017 are as follows: Borrowings The Group had aggregate outstanding borrowings of USD1,221.5 million comprising (i) loan from a fellow subsidiary of USD265 million which was unsecured and unguaranteed; (ii) bank borrowings of USD150 million which was unsecured and unguaranteed; (iii) bank borrowings of USD million which was unsecured and guaranteed by corporate guarantees provided by CNMC; (iv) bank borrowings of USD80 million which was unsecured and guaranteed by joint corporate guarantees from CNMC and a non-controlling shareholder of a subsidiary); (v) loan from CNMC of USD1.077 million which was unsecured and unguaranteed. Debentures The Group did not have any debt securities issued and outstanding and authorized or otherwise created but unissued. Contingent liabilities The Group was the defendant for various claims involving alleged unfair/unlawful termination or breach of employment contracts, wrongful calculation of wages/benefits and compensation for injuries. The Group has made relevant provision for the potential liabilities of USD300,000, which the Directors opined is adequate. Apart from as disclosed above and intra-group liabilities, as at 31 March 2017, the Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, and term loans, other borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, mortgages, charges, contingent liabilities or guarantees. 4. WORKING CAPITAL The Directors are of the opinion that, after taking into account the existing cash and bank balances, present internal resources available, the available facilities and the amount of investment to be invested into the Joint Venture by the non-controlling shareholder, the Enlarged Group has, in the absence of unforeseen circumstances, sufficient working capital for its present requirements and for at least twelve months from the date of this circular. 9

14 APPENDIX II GENERAL INFORMATION 1. RESPONSIBILITY STATEMENT This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 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. 2. DISCLOSURE OF INTERESTS As of the Latest Practicable Date, none of the Directors or chief executives had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO which would fall to be disclosed to the Company and the Stock Exchange pursuant to Division 7 and 8 of Part XV of the SFO; or interest or short positions required to be recorded in the register kept by the Company pursuant to Section 352 of the SFO; or interests or short positions which fall to be disclosed to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as stipulated in the Listing Rules. 3. SUBSTANTIAL SHAREHOLDERS As at the Latest Practicable Date, so far as was known to the Directors and chief executive of the Company, the persons, other than a Director or chief executive of the Company, who had an interest or a short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO were as follows: Approximate percentage of shareholdings Substantial Shareholder Long/short position Number of shares Capacity/Nature of Interest CNMD (Note) Registered owner Long Position 2,600,000, % CNMC Interest in a controlled corporation Long Position 2,600,000, % Note: CNMD is a wholly-owned subsidiary of CNMC and therefore, by virtue of the SFO, CNMC is deemed or taken to be interested in all the Shares which are owned by CNMD. All the interests stated above represent long positions. As at the Latest Practicable Date, no short positions were recorded in the Register of Interests in Shares and Short Positions required to be kept under section 336 of the SFO. 10

15 APPENDIX II GENERAL INFORMATION Save as disclosed above, as at the Latest Practicable Date, the Directors and chief executive of the Company are not aware of any other person having interests or short positions (other than the Directors and chief executives of the Company) in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group. 4. MATERIAL ADVERSE CHANGE As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading positions of the Group since 31 December 2016, being the date to which the latest published audited consolidated financial statements of the Company have been made up. 5. LITIGATION As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration proceedings of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group. 6. SERVICE CONTRACTS OF THE DIRECTORS As at the Latest Practicable Date, none of the Directors had entered into any service contract with the Company or any member of the Group referred to in Rule of the Listing Rules (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)). 7. INTERESTS OF THE DIRECTORS (a) The Directors are not aware that any Director or his respective associates had, as at the Latest Practicable Date, any interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group which would be required to be disclosed under the Listing Rules. (b) No Director was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which was significant to the business of the Group taken as a whole. (c) Since 31 December 2016, being the date of the latest published audited consolidated accounts of the Company, none of the Directors has, or has had, any direct or indirect interest in any assets which have been acquired or disposed of by or leased to or which are proposed to be acquired, disposed of by or leased to, any member of the Group. 11

16 APPENDIX II GENERAL INFORMATION 8. GENERAL (a) The registered office of the Company is situated at Room 1201, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong. (b) The Company s share registrar is Computershare Hong Kong Investor Services Limited of Shops , 17th Floor, Hopewell Center, 183 Queen s Road East, Wanchai, Hong Kong. (c) As at the Latest Practicable Date, Mr. Xinghu Tao is a director of CNMD and the vice general manager of CNMC; Mr. Diyong Yan is the vice general manager of CNMC. Save as the aforesaid, there is no Director or proposed Director is a director or employee of CNMD and CNMC as at the Latest Practicable Date. (d) Aibin Hu and Tin Wai Lee are the joint company secretaries of the Company. Mr. Lee is a member of the Hong Kong Institute of Certified Public Accountants. (e) The English text of this circular shall prevail over the Chinese text in the case of any inconsistency. 9. MATERIAL CONTRACTS There were no contracts (not being contracts in the ordinary course of business of the Group) have been entered into by members of the Group within two years immediately preceding the Latest Practicable Date which are or may be material. 10. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection during normal business hours on Monday to Friday (other than public holidays in Hong Kong) at the offices of Herbert Smith Freehills at 23rd Floor, Gloucester Tower, 15 Queen s Road Central, Hong Kong, from the date of this circular up to and including 15 June (a) the memorandum and articles of association of the Company; (b) the JV Agreement; (c) annual report of the Company for the financial years of 2016 and 2015; and (d) circular of the Company dated 15 May 2017 on the continuing connected transactions in respect of the NFC Copper Purchase Framework Agreement (as defined in the same circular) and renewal of relevant continuing connected transactions for