09:15     JIANGXI COPPER<00358> - Announcement (2)                            

    The JV Company will become a subsidiary of the Company and will be        
    owned as to 60% by the Company and as to 40% by JCC.                      
                                                                              
    Profit distribution: Profits of the JV Company will be shared among       
    the shareholders in proportion to their respective shareholdings in       
    the JV Company.                                                           
                                                                              
    Board of directors: The Company and JCC shall have the right to           
    appoint four directors and three directors respectively. The quorum of    
    board meeting shall be two-thirds or more of the then total number of     
    directors.                                                                
                                                                              
    Approval of the The general matters of the JV Company may be approved     
    by two-thirds of                                                          
    board of directors the directors of the JV Company.                       
                                                                              
    Dissolution of the There is no termination clause in the JV Agreement.    
    The JV Company will                                                       
    JV Company be dissolved after the expiry of terms of the business         
    licence and may be dissolved upon the occurrence of certain events,       
    such as approval by shareholders, court order, force majeure or           
    bankruptcy or dissolution as a result of merger.                          
                                                                              
    There are no conditions precedent set out in the JV Agreement,            
    however, the JV Agreement is subject to the approval of the Department    
    of Foreign Trade and Economic Co-operation of Jiangxi Province (*) under t
                                                                              
    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.                                                                
                                                                              
    REASONS FOR THE JOINT VENTURE                                             
                                                                              
    The Company's main scope of operations include: non-ferrous metal         
    mines, rare metals, non-metal mines; smelting, rolling processing and     
    further processing of non-ferrous metals and related by-products; sale    
    and after sale services for self-produced products, future business       
    outside the PRC together with related consulting services and             
    business. JCC is an integrated enterprise in non-ferrous metals           
    industry in the PRC. The principal business of JCC covers copper          
    mining, milling, smelting and processing operations.                      
                                                                              
    Copper alloy rods and wires are essential materials for the               
    manufacturing of cable and wire, enameled wires, IT-used wires,           
    sliding-contact wires, and fine wires is an essential material for the    
    manufacturing of electronic equipment and tele-communication products.    
    The Directors believe that there is a great demand of copper alloy        
    rods and wires in the PRC. By the establishment of the JV Company, the    
    Company may have the opportunity to extend its business in                
    manufacturing a high-tech product, namely copper alloy rods and wires.    
    On the other hand, as a Sino-foreign equity joint venture, the JV         
    Company may be benefited from preferential taxation scheme offered by     
    the government of the PRC.                                                
                                                                              
    CONNECTED TRANSACTION                                                     
                                                                              
    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 the            
    disclosure requirements under Rule 14A.32(1) of the Listing Rules.        
                                                                              
    As the date of this announcement, the executive Directors are Mr. He      
    Changming, Ms. Qi Huaiying, Mr. Li Yihuang, Mr. Du Xinmin, Mr. Wang       
    Chiwei, Mr. Gao Jianmin and Mr. Liang Qing and the independent non        
    -executive Directors are Mr. Kang Yi, Mr. Shi Zhongliang, Mr. Liu         
    Xinxi and Mr. Yin Hongshan.                                               
                                                                              
    TERMS USED IN THIS ANNOUNCEMENT                                           
                                                                              
    In this announcement, the following expressions have the meanings set     
    out below unless the context requires otherwise:                          
                                                                              
    "Board" the board of Directors                                            
                                                                              
    "Company" Jiangxi Copper Company Limited, a sino-foreign joint venture    
    joint stock limited company incorporated in the PRC                       
                                                                              
    "Director(s)" director(s) of the Company