09:15 JIANGXI COPPER<00358> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. JIANGXI COPPER COMPANY LIMITED (A Sino-foreign joint venture joint stock limited company incorporated in the People's Republic of China) (Stock Code : 0358) ANNOUNCEMENT CONNECTED TRANSACTION Establishment of Joint Venture The Board wishes to announce that on 25 January, 2005, the Company entered into the JV Agreement with JCC to establish the JV Company to engage in the manufacturing of copper and copper alloy rods and wires. Pursuant to the JV Agreement, the Company agreed to invest a sum of RMB119,700,000 (equivalent to approximately HK$112,924,528) in cash as capital contribution to the JV Company. The JV Company will be owned as to 60% by the Company and 40% by JCC. The Directors (including the independent non-executive Directors) consider that the terms and conditions of the JV Agreement are fair and reasonable as far as the Company and its shareholders are concerned. In view of the fact that JCC is a substantial shareholder of the Company holding approximately 47.88% of the total issued share capital of the Company, JCC is a connected person under the Listing Rules. In that regard, the establishment of the JV Company by the Company and JCC constitutes a connected transaction of the Company under Rule 14A.13(6) of the Listing Rules. Given that the relevant Percentage Ratio exceeds 0.1% but does not exceed 2.5% of the Percentage Ratios, the transactions under the JV Agreement will be subject to disclosure requirements under Rule 14A.32(1) of the Listing Rules. INTRODUCTION The Board wishes to announce that on 25 January, 2005, the Company entered into the JV Agreement with JCC to establish the JV Company to engage in the manufacturing of copper and copper alloy rods and wires. JV AGREEMENT Date: 25 January, 2005 Parties: the Company; and JCC, a substantial shareholder holding approximately 47.88% of the total issued share capital of the Company. Business: The JV Company will engage in manufacturing of copper and copper alloy rods and wires; providing after-sale service for its products and other related services and business. Term: 30 years from the date of issue of the business licence of the JV Company. Capital Structure: The registered capital of the JV Company shall be RMB199,500,000 (equivalent to approximately HK$188,207,547) and the total investment of the JV Company shall be RMB400,400,000 (equivalent to approximately HK$377,735,849). The registered capital of the JV Company will be contributed as to RMB119,700,000 (equivalent to approximately HK$112,924,528) by the Company and as to RMB79,800,000 (equivalent to approximately HK $75,283,019) by JCC in the following manners :- (a) 50% of the registered capital will be payable within 10 days from the date of the signing of the JV Agreement; and (b) the remaining 50% of the registered capital will be payable within 20 days from the date of issue of the business licence of the JV Company. There are no provisions in the JV Agreement requiring the Company to contribute any amount in excess of RMB119,700,000 and there are no terms in the JV Agreement in respect of the financing of the difference between the amount of he registered capital and the total investment of the JV Company.