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 Hong Kong with limited liability) (Stock code: 263) AND ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS The Board announces that all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. As at 4:00 p.m. on Monday, 24 January 2011, being the latest time for acceptance of and payment for the Rights Shares and application and payment for excess Rights Shares, (i) a total of 133 valid acceptances in respect of 3,225,225,992 Rights Shares provisionally allotted under the Rights Issue had been received, representing approximately 67.08% of the total number of 4,807,723,376 Rights Shares available under the Rights Issue; and (ii) a total of 85 valid applications for 1,860,769,036 excess Rights Shares had been received. In aggregate, they represent approximately 1.06 times of the total number of 4,807,723,376 Rights Shares available for subscription under the Rights Issue. The Rights Issue has become unconditional on Wednesday, 26 January 2011. As a result of the oversubscription of the Rights Shares, the Underwriter s obligations under the Underwriting Agreement in respect of the Rights Shares have been fully discharged. It is expected that the share certificates for the Rights Shares, in their fully-paid form, and the refund cheques in respect of unsuccessful applications for the excess Rights Shares (without interest) will be posted by ordinary post to those entitled thereto, at their own risk, on Tuesday, 1 February 2011. Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:30 a.m. on Monday, 7 February 2011. ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS The Company s auditors have issued a confirmation letter dated 28 January 2011 with respect to the calculations of the effects of the Rights Issue on the Outstanding Share Options. - -
Reference is made to the prospectus of China Yunnan Tin Minerals Group Company Limited (the Company ) dated 10 January 2011 (the Prospectus ). Capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus, unless otherwise stated. The Board announces that all of the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement has not been terminated in accordance with its terms. As at 4:00 p.m. on Monday, 24 January 2011, being the latest time for acceptance of and payment for the Rights Shares and application and payment for excess Rights Shares, (i) a total of 133 valid acceptances in respect of 3,225,225,992 Rights Shares provisionally allotted under the Rights Issue had been received, representing approximately 67.08% of the total number of 4,807,723,376 Rights Shares available under the Rights Issue; and (ii) a total of 85 valid applications for 1,860,769,036 excess Rights Shares had been received, in aggregate, representing approximately 1.06 times of the total number of 4,807,723,376 Rights Shares available for subscription under the Rights Issue. The Rights Issue has become unconditional on Wednesday, 26 January 2011. Underwriting arrangements As a result of the over-subscription of the Rights Shares, the Underwriter s obligations under the Underwriting Agreement in respect of the Rights Shares have been fully discharged. Excess application Regarding the 1,860,769,036 excess Rights Shares being applied for by way of application under the EAFs, the Board has resolved to allot the 1,582,497,384 available Rights Shares to 85 applicants. The available Rights Shares will be allocated for the purpose of (a) the topping-up of odd-lot holdings to whole-lot holdings of the successful applicants; and (b) subject to availability of excess Rights Shares allocation under (a) aforementioned, the excess Rights Shares will be allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of the excess Rights Shares applied by them, with board lot allocation to be made on a best-effort basis. - 2 -
Based on the above, the available Rights Shares are allocated to the successful applicants in the following manner: Approximate percentage of allocation based on the total Number of excess Number of valid Total number of Total number number of excess Rights Shares applications of the excess Rights of Rights Rights Shares applied applied for successful applicants Shares applied for Shares allotted for in this category 1 80,000 64,138,492,138,492 00.00% 80,001 100,000 5 500,000 480,000 96.00% 100,001 110,000 2 216,000 200,000 92.59% 110,001 200,000 5,000,000 900,000 90.00% 200,001 310,000 300,400 264,400 88.02% 310,001 320,000 320,000 280,000 87.50% 320,001 400,000 400,000 348,000 87.00% 400,001 500,000 500,000 432,000 86.40% 500,001 800,000 799,999 687,999 86.00% 800,001 1,000,000,000,000 856,000 85.60% 1,000,001 1,500,000,500,000,280,000 85.33% 1,500,001 2,000,000 2,000,000,704,000 85.20% Over 2,000,000,851,094,145 1,573,926,493 85.03% Total 85 1,860,769,036 1,582,497,384 The Board is of the opinion that the above basis of allotment is fair and reasonable to the Qualifying Shareholders who have applied for excess Rights Shares under each application. Despatch of share certificates and refund cheques The share certificates for the Rights Shares in respect of the valid acceptances of the Rights Shares under the PALs and successful applications for excess Rights Shares under the EAFs, in their fullypaid form, will be despatched to those relevant Shareholders addresses (as shown on the register of members of the Company) by ordinary post on Tuesday, 1 February 2011 at the relevant Shareholders own risks. Refund cheques in respect of wholly or partially unsuccessful applications for the excess Rights Shares (without interest) will also be despatched to those entitled thereto at their own risk on Tuesday, 1 February 2011. Commencement of dealings in Rights Shares in fully-paid form Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchanged at 9:30 a.m. on Monday, 7 February 2011. - 3 -
Changes in shareholding structure of the Company To the best knowledge of the Board, the following is a table showing the changes in shareholding structure of the Company immediately prior to and after completion of the Rights Issue: Immediately prior to Immediately after completion of completion of Shareholders the Rights Issue the Rights Issue Number of Number of Shares % Shares % Mr. Suen and his associates 74,906,309 2.46 674,156,78 2.46 Chen Shuda (Note 1) 6,979,200 2.83 6,979,200 0.31 Sun Ka Ziang, Henry (Note 2) 20,000 0.00 20,000 0.00 Wong Yun Kuen (Note 2) 20,000 0.00 80,000 0.00 Public Shareholders 509,039,913 84.7 4,717,352,817 87.23 Total 600,965,422 00.00 5,408,688,798 00.00 Notes: 1. Mr. Chan Shuda is the executive Director. 2. Mr. Sun Ka Ziang, Henry and Dr. Wong Yun Kuen are the independent non-executive Directors. - 4 -
ADJUSTMENTS TO THE OUTSTANDING SHARE OPTIONS Adjustments to the exercise prices and number of the Outstanding Share Options are required under the relevant rules of the share option scheme of the Company, the provision of Rule 17.03(13) of the Listing Rules and the supplementary guidance set out by the Stock Exchange on 5 September 2005. The adjusted exercise prices and the adjusted number of the Outstanding Share Options which take effect from the date on which the completion of the Rights Issue are as follows: Adjusted Number of number of Adjusted Outstanding Outstanding Exercise exercise Share Share price per price per Options Options share before share after before after completion completion completion completion of the of the of the of the Exercise period Rights Issue Rights Issue Rights Issue Rights Issue HK$ HK$ 23 March 2007 to 22 March 2017 3.80 1.5 24,000 60,480 3 December 2007 to 2 December 2017 12.20 4.84 0,582,000 26,666,640 Total 10,606,000 26,727,120 The Company s auditors have issued a confirmation letter dated 28 January 2011 with respect to the calculations of the effect of the Rights Issue on the exercise prices and number of the Outstanding Share Options. Hong Kong, 31 January 2011 By Order of the Board China Yunnan Tin Minerals Group Company Limited Zhang Guoqing Chairman As at the date of this announcement, the Board comprises six Executive Directors, namely Dr. Zhang Guoqing (Chairman), Mr. Chen Shuda, Ms. Ng Shin Kwan, Christine, Mr. Lee Jalen, Mr. Chan Ah Fei and Mr. Lee Yuk Fat; and three Independent Non-executive Directors, namely Mr. Sun Ka Ziang, Henry, Mr. Kwok Ming Fai and Dr. Wong Yun Kuen. - 5 -