• China Daye Non-Ferrous Metals Mining Limited will dispose of its 100% equity interest in Daye Nonferrous Design and Research Institute Co., Ltd. (“Target Company”) for RMB149.41 million.
• The Vendor is Daye Non-ferrous Metals Co., Ltd., a non-wholly-owned subsidiary of China Daye. The Purchaser is China No. 15 Metallurgical Construction Group Co., Ltd., a wholly-owned subsidiary of China Nonferrous Metal Mining (Group) Co., Ltd.
• The cash consideration equals the Target Company’s appraised value of RMB143.71 million as at 31 December 2025 plus RMB5.70 million representing profits earned from 1 January to 30 April 2026. Payment will be made in two tranches: 80% within 10 business days after shareholders’ approval, and the remaining 20% within one year after completion, subject to recovery of inter-company receivables. Deferred payment, if any, will bear interest at no less than the prevailing loan prime rate.
• Upon completion, the Target Company will cease to be a subsidiary of China Daye. The Remaining Group expects to recognise an estimated disposal gain of about RMB33.07 million, calculated as the difference between the consideration and the Target Company’s audited net asset value of roughly RMB116.34 million at 31 December 2025. Net proceeds are earmarked for general working capital.
• The disposal is classified as both a Very Substantial Disposal and a Connected Transaction under the Listing Rules. Independent Shareholders (excluding the controlling shareholder Daye Nonferrous Metals Group, CNMC and their associates) will vote on the resolution.
• An independent board committee, advised by VBG Capital Limited, recommends that Independent Shareholders vote in favour of the transaction.
• Completion is conditional upon Independent Shareholders’ approval and fulfilment of regulatory and procedural conditions.
• A Special General Meeting will be held on 14 August 2026 at 10:00 a.m. in Hong Kong to consider and, if thought fit, approve the disposal. Shareholders must lodge transfers by 4:30 p.m. on 10 August 2026 to qualify for attendance and voting.