THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin...

18
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 Chongqing Iron & Steel Company Limited, you should at once hand this circular and the accompanying proxy forms and reply slips to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. (1) DISPOSAL OF ASSETS (2) PROPOSED APPOINTMENT OF DIRECTORS AND (3) NOTICE OF EGM A letter from the Board is set out from pages 1 to 8 of this circular. A notice convening the EGM to be held at 2:00 p.m. on Thursday, 4 December 2014 at No.2 Conference Room, 3/F., the Management Building, No.1 of Gangcheng Avenue, Changshou Economic and Technological Development Zone, Chongqing, the PRC, is set out on pages 11 to 13 of this circular. A form of proxy for use at the EGM is enclosed with this circular. If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by no later than 4:00 p.m. on 14 November 2014. Shareholders are advised to read the notice. Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s registered office (in the case of proxy form by holders of domestic shares) at Management Building, No.1 of Gangcheng Avenue, Changshou Economic and Technological Development Zone, Chongqing, the PRC (Postal Code: 401258) or at the Company’s H share registrar and transfer office, Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 24 hours before the time appointed for such meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM, or any adjournment thereof, if you so wish. 14 November 2014

Transcript of THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin...

Page 1: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 Chongqing Iron & Steel Company Limited, you should at once hand this circular and the accompanying proxy forms and reply slips to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(1) DISPOSAL OF ASSETS(2) PROPOSED APPOINTMENT OF DIRECTORS

AND(3) NOTICE OF EGM

A letter from the Board is set out from pages 1 to 8 of this circular.

A notice convening the EGM to be held at 2:00 p.m. on Thursday, 4 December 2014 at No.2 Conference Room, 3/F., the Management Building, No.1 of Gangcheng Avenue, Changshou Economic and Technological Development Zone, Chongqing, the PRC, is set out on pages 11 to 13 of this circular. A form of proxy for use at the EGM is enclosed with this circular. If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by no later than 4:00 p.m. on 14 November 2014.

Shareholders are advised to read the notice. Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s registered office (in the case of proxy form by holders of domestic shares) at Management Building, No.1 of Gangcheng Avenue, Changshou Economic and Technological Development Zone, Chongqing, the PRC (Postal Code: 401258) or at the

Company’s H share registrar and transfer office, Hong Kong Registrars Limited at Rooms 1712-1716,

17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 24 hours before the time appointed for such meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM, or any adjournment thereof, if you so wish.

14 November 2014

Page 2: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— i —

CONTENT

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

APPENDIX — DETAILS OF DIRECTORS PROPOSED

TO BE ELECTED AT EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Page 3: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— ii —

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context requires

otherwise:

“Agreement” the Agreement for Acquisition of Land and Appendants Thereon

entered into between the Company and the Land Reserve Centre

on 20 October 2014

“Assets” the assets of the Company to be disposed of under the

Agreement, namely:

1. Buildings (structures)

(A) Buildings

There are 22 buildings recorded in the accounts,

with gross floor area of 46,363.99 square meters,

mainly comprising acid-washing plants, skin-

passing plants, annealing plants and other

supporting facilities, etc.

(B) Structures

There are 27 structures recorded in the accounts,

mainly comprising drainage ditches in the plant,

sewage pipes, revetments of the plant and roads,

etc.

2. Machinery and equipment

Machinery and equipment recorded in the accounts

totalled 586 units (sets), mainly comprising cold-rolling

equipment, rewinding unit, acid-washing equipment and

other ancillary equipment

3. Land use right

The land use right is in relation to the land parcel with

site area of 160,497.40 square meters located at No. 1-1

Qixin West Road, Yanjia, Changshou District

Page 4: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— iii —

DEFINITIONS

“Assets Valuation Report” “Assets Appraisal Report on the Assets Appraisal Project

Involved in the Proposed Acquisition of Assets of Chongqing

iron & Steel Company Limited by the Land Reserve Centre of

Changshou Economic and Technological Development Zone

(Chong Kang Ping Bao Zi (2014) No. 185)” dated 11 October

2014 prepared by the independent valuer, Chongqing Huakang

Asset & Land & Real Estate Valuation Co., Ltd.

“Board” the board of Directors

“Company” Chongqing Iron & Steel Company Limited, a company

incorporated in PRC with limited liability and the shares of

which are listed on the Stock Exchange

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” the directors of the Company

“Disposal” the disposal of the Assets by the Company to the Land Reserve

Centre pursuant to the terms and conditions of the Agreement

“EGM” the 2014 first extraordinary general meeting of the Company

to be held at 2:00 p.m. on Thursday, 4 December 2014, at the

No.2 Conference Room, 3/F., the Management Building, No.1

of Gangcheng Avenue, Changshou Economic & Technology

Development Zone, Chongqing, the PRC

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Land Reserve Centre” Land Reserve Centre of Changshou Economic and

Technological Development Zone (長壽區經濟技術開發區土地儲備中心 )

“Latest Practicable Date” 10 November 2014

Page 5: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— iv —

DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock

Exchange

“PRC” the People’s Republic of China, which, for the purposes of

this circular, does not include Hong Kong, Macao Special

Administrative Region and Taiwan

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” holders of shares of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“%” per cent

Page 6: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 1 —

LETTER FROM THE BOARD

Executive Directors: Registered office:

Mr. Li Ren Sheng Management Building

Mr. Zhang Li Quan No.1 of Gangcheng Avenue

Economic & Technological

Non-executive Directors: Development Zone

Mr. Zhu Jian Pai Changshou District

Mr. Zhou Hong Chongqing

Mr. Guan Zhao Hui the PRC

(Postal Code:401258)

Independent Non-executive Directors:

Mr. Zhang Guo Lin

Mr. Liu Tian Ni

Mr. Ran Mao Sheng 14 November 2014

To the Shareholders

Dear Sir or Madam,

(1) DISPOSAL OF ASSETS

(2) PROPOSED APPOINTMENT OF DIRECTORS

AND

(3) NOTICE OF EGM

I. INTRODUCTION

Reference is made to the announcements of the Company dated 21 October 2014 and 22

October 2014 in relation to (i) the Disposal and (ii) the proposed appointment of Directors.

Page 7: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 2 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you information which will help you make an

informed decision on whether to vote for or against the resolutions to be proposed at the EGM

in relation to the following matters:

(a) the Disposal; and

(b) the proposed appointment of Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin Qing Quan

as Directors.

II. DISPOSAL OF ASSETS

On 20 October 2014, the Company and the Land Reserve Centre entered into the Agreement,

pursuant to which the Company has agreed to transfer the Assets to the Land Reserve Centre for

a consideration of RMB719,589,800.

THE AGREEMENT

Summary of the terms of the Agreement

Date:

20 October 2014

Parties:

(i) the Company

(ii) the Land Reserve Centre

To the best of the Directors’ knowledge, information and belief, having made all reasonable

enquiries, the Land Reserve Centre and its ultimate beneficial owner is a third party independent

of the Company and its connected persons.

Page 8: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 3 —

LETTER FROM THE BOARD

Subject matter:

Pursuant to the Agreement, the Company agreed to dispose of, and the Land Reserve Centre

agreed to acquire, the Assets.

The Assets were constructed with the funds raised by the Company, therefore the Disposal

should be submitted to the Shareholders’ general meeting and Chongqing State-owned Assets

Supervision and Administration Commission for approval.

Consideration:

The consideration is RMB719,589,800, which is payable by Land Reserve Centre to the

Company in cash. The first installment of RMB100,000,000 shall be paid after the Agreement

takes effect and by 31 December 2014, and the balance of the consideration shall be settled by

30 June 2015.

The consideration was arrived at after arm’s length negotiation between the parties by making

reference to the Assets Valuation Report dated 11 October 2014 prepared by the independent

valuer, Chongqing Huakang Asset & Land & Real Estate Valuation Co., Ltd. The appraised

value of the Assets as at 31 August 2014 under cost approach was RMB686,559,600.

On the basis of the appraisal results of the Assets Valuation Report as filed and confirmed by

Chongqing State-owned Assets Supervision and Administration Commission, both parties agreed

that the acquisition price of the Assets shall be RMB719,589,800, including land acquisition

price of RMB133,373,300, buildings (structures) acquisition price of RMB254,955,500,

machinery and equipment acquisition price of RMB298,230,800 and other compensations (or

reward) of RMB33,030,200.

For details, please refer to the full text of the Assets Valuation Report published on the website

of the Shanghai Stock Exchange (http://www.sse.com.cn) on 21 October 2014 and the website

of the Stock Exchange (http://www.hkexnews.hk) (Chinese only) on 20 October 2014.

Page 9: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 4 —

LETTER FROM THE BOARD

Completion

Within 10 working days after the Agreement takes effect, the Company shall deliver machinery

and equipment and other tangible assets among the Assets to the Land Reserve Centre after on-

site confirmation by the parties.

After the Agreement takes effect, the Company shall actively cooperate with the Land Reserve

Centre to complete the transfer procedures of immovable assets by 30 June 2015 the latest.

INFORMATION OF THE ASSETS

As approved by the Notification of Approval for the Initial Public Offerings of Chongqing Iron

& Steel Company Limited (Zheng Jian Fa Xing Zi [2007] No. 23) issued by China Securities

Regulatory Commission on 29 January 2007, the Company was approved to issue 350,000,000

RMB-dominated ordinary shares (A shares) to the domestic public at an offer price of RMB2.88.

Total funds raised from this issue as paid up in RMB amounted to RMB1,008,000,000.

Excluding the issuance expense of RMB39,949,500, the net proceeds totalled RMB968,050,500.

The said funds were fully paid up on 7 February 2007 and verified by Ernst & Young Da Hua

which issued the capital verification report (An Yong Da Hua Ye Zi [2007] No. 129).

The Assets were invested and constructed with the funds raised by the Company. Pursuant to

the relevant prospectus, the construction costs of the early stage were settled with the funds

raised. The funds used for the cold-rolled sheet plant amounted to RMB 452,000,000 which had

been used in accordance with the relevant prospectus. The cold-rolling strip steel rolling mill

used by the cold-rolled sheet plant is a complete set of cold rolling equipment built in the period

from 1995 to 1998 as disposed in the bankruptcy of Enron Corporation: push-pull chlorohydric

acid pickling line, 1# reversible cold rolling unit, hydrogen annealing furnace, and four-high

skin pass mill; new supporting domestic equipment include: 2# reversible cold rolling unit,

continuous galvanizing unit, hydrogen annealing furnace, rewinding unit, crosscutting unit, etc.

The Assets involved in the transaction have been completed and put into production in 2005.

The audited profit attributable to the Assets for the year of 2012 and 2013 are -RMB44,500,000

and -RMB38,510,000 respectively and the unaudited profit attributable to the Assets for the first

eight months of 2014 is –RMB21,290,000.

Page 10: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 5 —

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Disposal is beneficial to optimising the Company’s resource allocation, and relieving

the Company’s financial pressure. The proceeds from the Disposal will be used to replenish

working capital. The Disposal has no adverse impact on the normal production and operation

of the Company and is in line with the long term development plan of the Company and in the

interests of all Shareholders and the Company.

The Directors are of the view that the terms of the Agreement including the consideration are on

normal commercial terms, and are fair and reasonable and in the interests of the Shareholders as

a whole.

POSSIBLE FINANCIAL EFFECTS OF THE DISPOSAL

It is estimated that the Company will realise a gain from the Disposal of approximately

RMB350,000,000 (after tax) on a consolidated basis, being the difference between the

consideration for the Disposal and the net asset value of the Assets of approximately

RMB270,000,000 and the tax of approximately RMB106,000,000.

It is expected that the net proceeds from the Disposal (after deducting all relevant fees and

expenses) will be used for general working capital of the Company.

INFORMATION OF THE PARTIES

The Company is principally engaged in the manufacture and sale of steel products such as

medium-gauge steel plates, steel sections and wire rods.

The Land Reserve Centre is a PRC entity responsible for implementing acquisition, reclamation,

reserve, transfer, and other specific works of the land in the economic and technological

development zone in Chongqing.

Page 11: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 6 —

LETTER FROM THE BOARD

GENERAL

As the applicable percentage ratios (as defined in the Listing Rules) of the Disposal exceed 5%

but are less than 25%, the Disposal constitutes a discloseable transaction of the Company under

Chapter 14 of the Listing Rules.

According to the legal requirement under PRC laws, the Disposal involves assets invested

with proceeds from fundraising project and is therefore subject to Shareholders’ approval

(notwithstanding the Disposal is exempted from Shareholders’ approval requirement under

Chapter 14 of the Listing Rules).

III. PROPOSED APPOINTMENT OF DIRECTORS

On 8 July 2014, the Board received a written resignation from Mr. Zhang Guo Lin and Mr.

Ran Mao Sheng, independent non-executive Directors of the Company, to the effect that Mr.

Zhang Guo Lin would resign from the positions as an independent non-executive Director, the

chairman of the salary and remuneration review committee, a member of the audit committee

and a member of the strategic committee of the Company; and Mr. Ren Mao Sheng would

resign from the positions as an independent non-executive Director, the chairman of the audit

committee, a member of the salary and remuneration review committee and a member of the

nomination committee of the Company.

Following the resignation of Mr. Zhang Guo Lin and Mr. Ran Mao Sheng as independent

non-executive Directors, there would only be one independent non-executive Director in the

Board, which would fall below the requisite quorum under relevant regulations, namely one-

third of the Board. As such, according to “Guidance regarding the establishment of independent

non-executive Director system in listed companies” issued by China Securities Regulatory

Commission and the Articles of Association of the Company, the resignation application will

take effect since new independent non-executive Directors are elected at the Shareholders’

general meeting of the Company to fill up the vacancy.

On 22 September 2014, the Board received a written resignation from Mr. Guan Zhao Hui,

director of the Company, to the effect that Mr. Guan Zhao Hui would resign from the positions

as a Director, a member of strategic committee and the deputy general manager of the Company

as well as other relevant positions.

Page 12: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 7 —

LETTER FROM THE BOARD

Since Mr. Zhang Guo Lin and Mr. Ran Mao Sheng, independent non-executive Directors of

the Company, have tendered their resignation to the Company on 8 July 2014, the resignation

of Mr. Guan Zhao Hui will cause the number of Directors of the Company falling below the

requisite quorum, namely two-third of the number of Directors as required in the Articles of

Association (i.e. six Directors). As such, according to the relevant requirements under the laws,

regulations and the Articles of Association, Mr. Guan Zhao Hui will continue to perform his

duties as a Director until a new Director is elected and assumes his position.

In order to fill up the vacancies, Mr. Yao Xiao Hu is nominated as candidate for executive

Director and Mr. Xu Yi Xiang and Mr. Xin Qing Quan are nominated as candidates for

independent non-executive Directors of the sixth session of the Board of the Company. The

nomination of all the Director candidates was considered and approved at the Board meeting

held on 20 October 2014.

Information on the Director candidates are set out in the appendix to this circular.

IV. RECOMMENDATION

The Directors believe that the proposals for the Disposal and election of the Directors are in

the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors

recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the

EGM as set out in the notice thereof.

V. EGM

A notice of the EGM to be held at 2:00 p.m. on 4 December 2014, Thursday at No. 2

Conference Room, 3/F., the Management Building, No. 1 of Gangcheng Avenue, Economic &

Technological Development Zone, Changshou District, Chongqing, the PRC, at which relevant

resolutions will be proposed to approve the Disposal and the proposed appointment of Directors

is set out on page 11 to 13 of this circular.

Page 13: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 8 —

LETTER FROM THE BOARD

The proxy form for use at the EGM is enclosed with this circular. Whether or not you are able

to attend the EGM, you are requested to complete the accompanying proxy form in accordance

with the instructions printed thereon and return the same to the Company’s branch share

registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell

Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not

less than 24 hours before the time appointed for the holding of the EGM or any adjournment

thereof. Completion and return of the form of proxy shall not preclude you from attending and

voting in person at the EGM or any adjourned meeting should you so desire. Voting at the EGM

will be taken by poll in accordance with the Listing Rules.

VI. RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company 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.

VII. ADDITIONAL INFORMATION

Additional information is also set out in the appendix of this circular for your information.

By Order of the Board

Chongqing Iron & Steel Company Limited

You Xiao An

Secretary to the Board

Page 14: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 9 —

APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AT EGM

Mr. Yao Xiao Hu, aged 48, is the deputy general manager of the Company. Mr. Yao graduated from

the School of Automation in Chongqing University, majored in control engineering and obtained a

master’s degree in engineering. He is a senior engineer. Mr. Yao joined the Chongqing Iron & Steel

(Group) Company Limited in 1987, and has successively served as the head of mechanics division

and the deputy manager of the coking plant, the deputy chief and chief of mechanics division, and the

director of equipment department of the Company.

Mr. Xu Yi Xiang, aged 40, is a professor in the School of Economics of Southwest University of

Political Science and Law and a doctoral tutor. He is the deputy director of the Research Centre of the

Law of Mineral and Resources (礦產資源法研究中心 ) of Southwest University of Political Science

and Law, and concurrently served as a part-time lawyer in Chongqing Damei Law Firm (重慶達美律師事務所 ) as well as an arbitrator of Hainan Arbitration Commission. Mr. Xu graduated from The

Eberhard Karls Universitat Tubingen of Germany, and obtained a PhD in Law. He is engaged in the

research and practical works of the economic and environmental protection laws and policies for a

long time, and has hosted various national and other level research projects. His academic papers have

been published in several domestic and foreign renowned academic journals. Mr. Xu has extensive

experience in corporation, security laws and practical operations.

Mr. Xin Qing Quan, aged 39, is a professor of accounting and a doctoral tutor in the School of

Economics and Business Administration of Chongqing University, a special researcher of Chinese

Government Auditing Research Center (中國政府審計研究中心 ), a senior assistant researcher in the

Department of Finance and Insurance of Lingnan University in Hong Kong and an external director of

Chongqing International Consultation Investment Group (重慶國際諮詢投資集團 ). Mr. Xin graduated

from Zhongshan University with a doctoral degree in accounting. He is mainly engaged in the research

of financial accounting and corporate management. Mr. Xin has published academic dissertations in

several domestic and foreign renowned academic journals.

Subject to the approvals for appointment of Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin

Qing Quan at the EGM, they will respectively enter into a service contract with the Company and

their remuneration will be determined by the Board based on the results of the Company, personal

contribution and the results of performance appraisal conducted by the remuneration and appraisal

committee of the Company.

Page 15: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 10 —

APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AT EGM

The term of office of Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin Qing Quan will respectively

commence from the date on which approvals for each of their appointment by the Shareholders are

obtained at the EGM and shall last until the end of the sixth session of the Board. Save as disclosed

above, as at the Latest Practicable Date, Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin Qing Quan

did not hold any other directorships in other listed companies in the past three years and they (i) are

not related to any directors, supervisors, senior management or substantial or controlling shareholders

of the Company; (ii) are not interested in any shares of the Company within the meaning of Part XV

of the Securities and Futures Ordinance; and (iii) do not hold any other position with the Company or

any of its subsidiaries.

As at the Latest Practicable Date, no other information relating to the election and appointment of

the above-mentioned candidates is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of

the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the

attention of the Shareholders.

Page 16: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 11 —

NOTICE OF EGM

NOTICE OF 2014 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2014 First Extraordinary General Meeting (“EGM”) of

Chongqing Iron & Steel Company Limited (the “Company”) will be held at 2:00 p.m. on Thursday,

4 December 2014 at the No.2 Conference Room, 3/F., the Management Building, No.1 of Gangcheng

Avenue, Economic & Technological Development Zone, Changshou District, Chongqing, the PRC for

the purpose of considering and, if thought fit, passing the following resolutions of the Company.

ORDINARY RESOLUTIONS:

1. Resolution in relation to the disposal of the land, appendants thereon and all other assets of the

cold-rolled sheet plant of the Company to the Land Reserve Centre of Changshou Economic and

Technological Development Zone of Chongqing City.

2. Resolution in relation to the election of Mr. Yao Xiaohu as a director of the Company, to hold

office from the date of approval at the general meeting until the expiry of the sixth session of

the board of directors of the Company.

3. Resolution in relation to the election of Mr. Xu Yixiang and Mr. Xin Qingquan as independent

non-executive directors of the Company by cumulative voting, to hold office from the date of

approval at the general meeting until the expiry of the sixth session of the board of directors

of the Company (the resolution is subject to the review without objection of Shanghai Stock

Exchange).

3.1 Resolution in relation to the election of Mr. Xu Yixiang as an independent non-executive

directors of the Company by cumulative voting, to hold office from the date of approval

at the general meeting until the expiry of the sixth session of the board of directors of the

Company;

Page 17: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 12 —

NOTICE OF EGM

3.2 Resolution in relation to the election of Mr. Xin Qingquan as an independent non-

executive directors of the Company by cumulative voting, to hold office from the date

of approval at the general meeting until the expiry of the sixth session of the board of

directors of the Company.

By order of the Board

Chongqing Iron & Steel Company Limited

You Xiao An

Secretary to the Board

Chongqing, the PRC, 21 October 2014

As at the date of this announcement, the Directors of the Company are: Mr. Zhu Jian Pai (Non-

executive Director), Mr. Zhou Hong (Non-executive Director), Mr. Li Ren Sheng (Executive Director),

Mr. Guan Zhao Hui, (Executive Director), Mr. Zhang Li Quan (Executive Director), Mr. Zhang Guo

Lin (Independent Non-executive Director), Mr. Liu Tian Ni (Independent Non-executive Director) and

Mr. Ran Mao Sheng (Independent Non-executive Director).

Notes:

I. Eligibility for attending the EGM

Shareholders whose names appear on the register of members of the Company at the close of business on 3 November 2014 are entitled to attend the EGM upon completion of the necessary registration procedures (Holders of A Shares will be otherwise notified).

II. Registration procedures for attending the EGM

1. Shareholders intending to attend the EGM are required to deposit the written reply slip with the Company by 4:00 p.m. on 14 November 2014.

2. Register of members of the Company will be closed from 3 November 2014 to 4 December 2014 (both days inclusive) during which no transfer of shares will be effected. Holders of H Shares of the Company intending to attend the EGM are required to lodge their respective instrument of transfer and the relevant share certificates to Hong Kong Registrars Limited, the Registrars of the Company, by 4:30 p.m. on 31 October 2014.

Page 18: THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR · PDF fileequipment, rewinding unit, ... Qixin West Road, Yanjia, Changshou District ... “Latest Practicable Date” 10 November 2014

— 13 —

NOTICE OF EGM

III. Proxies

1. Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies (whether he is a shareholder or not) to attend and vote at the meeting on his behalf. Each shareholder (or his proxy) shall have one vote for each share held.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing. If the proxy form is signed by a person authorized by the appointor, the power of attorney or other authority shall be notarized. The notarized power of attorney or other authority together with the proxy form must be lodged with the Hong Kong Registrars Limited, the Registrars of the Company, no less than 24 hours before the time appointed for the holding of the EGM (or appointed for voting) i.e. by no later than 2:00 a.m. on 3 December 2014.

3. For the shareholders appointing more than one proxy, the voting right can only be exercised when a poll is taken.

IV. Miscellaneous

1. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.

2. Information may be dispatched by hand or registered post.

3. Address of Hong Kong Registrars Limited:

Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

4. Office of Secretary to the Board of Chongqing Iron & Steel Company Limited

Address: Management Building, No.1 of Gangcheng Avenue, Economic & Technological Development Zone, Changshou District, Chongqing, the PRCPostal Code: 401258Tel: (86) 23 6898 3482Fax: (86) 23 6887 3189Contact Person: Peng Guoju/Ji Hong