Sun.King Technology Group Limited — Proxy Solicitation & Information Statement 2025

Feb 7, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Maanshan Iron & Steel Company Limited, you should at once hand this circular together with the enclosed form of proxy 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.

馬鞍山鋼鐵股份有限公司

Maanshan Iron & Steel Company Limited

(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00323)

(1) CAPITAL INJECTION TO A WHOLLY-OWNED SUBSIDIARY; AND
(2) NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

Unless the context otherwise requires, all capitalised terms used in this circular have the meanings set out in the section headed "Definitions" of this circular.

A letter from the Board is set out from pages 1 to 7 of this circular.

The Company will hold the EGM at the Magang Office Building, No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC at 1:30 p.m. on Tuesday, 25 February 2025. The notice is set out from pages 8 to 9 of this circular.

Whether or not you intend to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to the Company's registered office (in the case of holders of domestic shares or proxies) at No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC or to the H share registrar and transfer office, Computershare Hong Kong Investor Services Limited (in the case of holders of H shares or proxies) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in any event not later than 24 hours before the time appointed for such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the said meeting or any adjournment thereof.

7 February 2025

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CONTENTS

Page

DEFINITIONS ... ii
LETTER FROM THE BOARD ... 1
NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING ... 8

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DEFINITIONS

In this circular, the following expressions have the following meaning unless the context otherwise requires:

"Board" the board of the Directors of the Company

"Company" or "Masteel" Maanshan Iron & Steel Company Limited

"Director(s)" the director(s) of the Company

"EGM" or "2025 First EGM" the 2025 first extraordinary general meeting of the Company to be held on Tuesday, 25 February 2025 to approve the resolution in relation to the capital injection to a wholly-owned subsidiary

"H Shares" the foreign shares in the share capital of the Company, with a nominal value of RMB1.00 per share, which are listed on the Hong Kong Stock Exchange, and subscribed for and traded in Hong Kong dollars

"Hong Kong" Hong Kong Special Administrative Region of the PRC

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Magang Limited" Maanshan Iron & Steel Limited Company

"PRC" the People's Republic of China

"RMB" renminbi, the lawful currency of the PRC

"Shareholder(s)" holder(s) of shares of the Company

"Supervisor(s)" the supervisor(s) of the Company

"Supervisory Committee" the supervisory committee of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"%" per cent

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LETTER FROM THE BOARD

馬鞍山鋼鐵股份有限公司
Maanshan Iron & Steel Company Limited

(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00323)

Executive Directors:
Jiang Yuxiang (Chairman)
Mao Zhanhong (Vice Chairman)
Zhang Wenyang

Registered office:
No. 8 Jiu Hua Xi Road
Maanshan City
Anhui Province
the PRC

Independent Non-executive Directors:
Guan Bingchun
He Anrui
Qiu Shengtao
Zeng Xiangfei

Office address:
No. 8 Jiu Hua Xi Road
Maanshan City
Anhui Province
the PRC

7 February 2025

To the Shareholders

Dear Sir or Madam,

(1) CAPITAL INJECTION TO A WHOLLY-OWNED SUBSIDIARY; AND
(2) NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of the 2025 First EGM and to provide you with information regarding capital injection to a wholly-owned subsidiary to enable you to make an informed decision on whether to vote for or against such resolution at the EGM.

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LETTER FROM THE BOARD

1. CAPITAL INJECTION TO A WHOLLY-OWNED SUBSIDIARY

References are made to the announcements of the Company dated 31 December 2024 and 24 January 2025 in relation to the capital injection to a wholly-owned subsidiary.

I. Overview of Capital Transfer and Injection

On 24 January 2025, the Company and Magang Limited, its wholly-owned subsidiary, entered into a Capital Injection Agreement in Maanshan City, Anhui Province, pursuant to which the Company proposes to transfer the assets of the Company's iron and steel main business (excluding the suspended No. 3* blast furnace), liabilities, personnel, business, equity interests in 15 wholly-owned and controlling subsidiaries, as well as equity interests in three shareholding companies held, into Magang Limited as a whole in the form of a capital injection. Taking 31 July 2024 as the benchmark date and as audited, the Company proposes to increase the capital of Magang Limited by a total of RMB56.94 billion of assets, RMB46.27 billion of liabilities and RMB10.67 billion of net assets.

This transaction does not constitute a major asset restructuring as stipulated in the Administrative Measures for Major Assets Restructuring of Listed Companies (《上市公司重大資產重組管理辦法》), nor does it constitute a connected transaction.

II. Basic Information on the Parties to the Capital Injection Agreement

1. Company name: Maanshan Iron & Steel Limited Company (馬鞍山鋼鐵有限公司)
2. Registered address: No. 8 Jiu Hua Xi Road, Yushan District, Maanshan City, Anhui Province
3. Legal representative: Jiang Yuxiang
4. Unified social credit code: 91340504MAE8THHQ57
5. Registered capital: RMB1 billion

6. Nature of enterprise: limited liability company (solely-owned by legal person invested or controlled by non-natural person)

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LETTER FROM THE BOARD

1. Business scope: Steel and iron smelting; steel rolling and processing; coking; production of chemical products (excluding permitted chemical products); sales of chemical products (excluding permitted chemical products); heat production and supply; manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemical such as hazardous chemicals); research and development of unconventional water use technology; sales of refractory materials; ferroalloy smelting; general cargo storage services (excluding hazardous chemicals and other items that require permit approval); domestic freight forwarding agent; domestic container cargo transportation agency; sales of coal and coal products; sales of metal ores; sales agent; sales of metal materials; sales of high-quality special iron and steel materials; sale of special equipment; manufacturing of metal materials; manufacturing of special equipment (excluding manufacture of licensed professional equipment); general machinery and equipment installation services; manufacturing of metal structures; sale of metal structures; labour services (excluding labour dispatch); technical services, technology development, technology consultation, technology exchange, technology transfer, technology promotion; enterprise management consultancy; leasing of non-residential real estate; leasing of land use rights; leasing of machinery and equipment; transportation equipment rental services; ship leasing; leasing of special equipment; manufacturing of drawing, calculating and measuring instruments; sale of drawing, calculating and measuring instruments; environmental protection monitoring; bidding agency services; import and export of goods; sale of renewable resources; processing of renewable resources; import and export of technology; import and export agency; processing and treatment of metallic waste and debris; production of reinforcing steel products for construction; gas operation; power generation business, power transmission business, power supply (distribution) business; manufacturing of special equipment; road freight transportation (excluding hazardous goods); road transportation of hazardous goods; operation of ports.

2. Date of establishment: 23 December 2024

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LETTER FROM THE BOARD

III. Basic Information on the Subject Matter of the Transaction and the Main Contents of the Capital Injection Agreement

(1) Basic information on the subject matter of the transaction

The Company, as the party to capital injection, proposes to increase the capital of Magang Limited by a total of RMB56.94 billion of assets, RMB46.27 billion of liabilities and RMB10.67 billion of net assets with 31 July 2024 as the benchmark date, comprising (i) currency funds; (ii) the Company’s audited net book value, assets and liabilities related to the purchase, sale, engineering construction and other ancillary services of the iron and steel business; and (iii) all equity interests held by the Company in its 15 steel-related controlling subsidiaries and all equity interests in three equity shareholding companies with a high correlation to the steel business (see the table below for details).

Type	Name of enterprises	Shareholding ratio
Controlling subsidiaries	Baowu Group Magang Rail Transportation Material Technology Co., Ltd.	70.19%
	Ma Steel (Hefei) Iron & Steel Co., Ltd.	71.00%
	Mascometal Co., Ltd.	66.00%
	Ma Steel (Wuhu) Material Technique Co. Ltd.	71.00%
	Ma Steel (Wuhu) Processing and Distribution Co., Ltd.	70.00%
	Maanshan (Chongqing) Material Technology Co., Ltd.	70.00%
	Ma Steel (Hefei) Processing and Distribution Co., Ltd.	67.00%
	Ma Steel (Hefei) Materials Technology Co., Ltd.	70.00%
	Masteel (Yangzhou) Processing and Distribution Co., Ltd.	71.00%
	Masteel (Wuhan) Material Technology Co., Ltd.	85.00%
	Maanshan (Hangzhou) Iron and Steel Sales Co., Ltd.	100.00%
	Maanshan (Nanjing) Iron and Steel Sales Co., Ltd.	100.00%
	Maanshan (Shanghai) Iron and Steel Sales Co., Ltd.	100.00%
	MG Trading and Development Gambit	100.00%
	Ma Steel (Hong Kong) Co., Ltd.	100.00%
Equity shareholding companies	Maanshan Ma Steel Linde Gases Company Limited	50.00%
	Anhui Masteel Gas Technology Co., Ltd.	49.00%
	Baowu Water Technology Co., Ltd.	14.98%

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LETTER FROM THE BOARD

(II) Main Contents of Capital Injection Agreement

1. Date of signing of the agreement is 24 January 2025.
2. Taking 31 July 2024 as the benchmark date, the Company proposes to increase the capital of Magang Limited by a total of RMB56.94 billion of assets, RMB46.27 billion of liabilities and RMB10.67 billion of net assets.
3. The completion date of the transaction is 28 February 2025. Changes in assets and liabilities occurring between the benchmark date and the completion date will be adjusted by the Company in accordance with the actual situation, and the final assets and liabilities of the capital injection will be subject to the implementation results of the capital injection.
4. For the agreements, contracts, undertakings and others relating to the transaction assets that have been entered into by the Company, the procedures for change of entity will be conducted and the contractual rights, contractual obligations, undertakings and others will be transferred to Magang Limited along with the assets.
5. In accordance with the principle of "people follow business and assets", the personnel relationship of employees corresponding to assets and business of the proposed capital injection and transfer will be transferred to Magang Limited.
6. Effective conditions: the agreement shall be signed and affixed their official seals by the legal representatives or authorized representatives of both parties; the parties to the agreement shall have respectively adopted the necessary procedures for approving the agreement and the relevant documents, including but not limited to the fulfilment of the corresponding internal decision-making procedures and the relevant procedures for approving the state-owned assets.

IV. Impact and Risks of the Transaction on the Company

(i) Impact on the Company

The capital injection is a transfer of capital injection between the Company and its wholly-owned subsidiary, Magang Limited, within the scope of the consolidated financial statements, which will not result in a change in the scope of the consolidated financial statements of the Company and will not have any adverse effect on the financial position and operating results of the Company.

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LETTER FROM THE BOARD

(ii) Risks involved

1. This capital injection matter is still subject to the approval of the superior competent authorities, and shall be submitted to the general meeting of the Company for consideration and approval, which is uncertain.

2. Upon completion of the capital injection, the operations of the Company and Magang Limited will be affected by factors such as economic environment, policy changes, market competition and operational management, and there will be uncertainties in the business operations and returns.

The Company will fulfil its information disclosure obligations in a timely manner in strict compliance with the relevant regulations according to the progress. Investors are advised to pay attention to the investment risks.

V. Decision-making Procedures

On 24 January 2025, the aforesaid matter in relation to the capital injection was considered and approved at the 34th meeting of the tenth session of the Board and the 23rd meeting of the tenth session of the Supervisory Committee of the Company, respectively. Such matter is still subject to the approval of the superior competent authorities, and shall be submitted to the general meeting of the Company for consideration and approval, after which it shall be implemented.

1. EGM

The Company will hold the EGM at the Magang Office Building, No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC at 1:30 p.m. on Tuesday, 25 February 2025, at which the resolution in relation to the capital injection to a wholly-owned subsidiary will be proposed for approval.

Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company's registered office (in the case of holders or proxies of domestic shares) at No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC or to the H share registrar and transfer office, Computershare Hong Kong Investor Services Limited (in the case of holders or proxies of H shares) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, 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 said meeting or any adjourned meeting should you so desire.

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LETTER FROM THE BOARD

3. RECOMMENDATIONS

The Board considers that the resolution in relation to the capital injection to a wholly-owned subsidiary is in the interests of the Company and the Shareholders as a whole, and thereby recommends all Shareholders to vote in favour of such resolution at the EGM.

Yours faithfully,

By order of the Board

Maanshan Iron & Steel Company Limited

Jiang Yuxiang

Chairman

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NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

馬鞍山鋼鐵股份有限公司

Maanshan Iron & Steel Company Limited

(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00323)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting (the "EGM") of Maanshan Iron & Steel Company Limited (the "Company") will be held at the Magang Office Building, No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the People's Republic of China (the "PRC") at 1:30 p.m. on Tuesday, 25 February 2025.

The following resolution will be considered at this EGM:

ORDINARY RESOLUTION

Resolution for non-cumulative voting

1. The resolution in relation to the capital injection to a wholly-owned subsidiary

By order of the Board

Maanshan Iron & Steel Company Limited

Jiang Yuxiang

Chairman

7 February 2025

Maanshan City, Anhui Province, the PRC

As at the date of this circular, the directors of the Company include executive directors Jiang Yuxiang, Mao Zhanhong and Zhang Wenyang; and independent non-executive directors Guan Bingchun, He Anrui, Qiu Shengtao and Zeng Xiangfei.

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NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

I. ELIGIBILITY FOR ATTENDING THE EGM

The Company’s register of members for H shares will be closed from Wednesday, 19 February 2025 to Tuesday, 25 February 2025 (both days inclusive), during which period no transfer of H shares will be registered. Holders of H shares who wish to be entitled to attend the EGM must deliver their transfer documents together with the relevant share certificates to the H share registrar and transfer office, Computershare Hong Kong Investor Services Limited, by no later than 4:30 p.m. on Tuesday, 18 February 2025. The address of the H share registrar and transfer office: Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Share registration date for holders of A shares will be announced separately.

II. REGISTRATION PROCEDURES FOR ATTENDING THE EGM

1. Holders of H shares shall deliver their copies of transfers for attending the EGM, share certificates or copies of receipts of share transfer and copies of their own identity cards to the Company by no later than Tuesday, 18 February 2025. If proxies are appointed by Shareholders to attend the EGM, they shall, in addition to the aforementioned documents, deliver the proxy forms and copies of their own identity cards to the Company.

2. Shareholders can deliver the necessary documents for registration to the Company in one of the following ways: in person, by post or by facsimile. Upon receipt of such documents, the Company will complete the registration procedures for attending the EGM.

III. APPOINTING PROXIES

1. A Shareholder who is entitled to attend and vote at the EGM is entitled to appoint in writing one or more proxies (whether being a Shareholder or not) to attend the EGM and vote on his/her/its behalf.

2. The instrument of appointing a proxy must be in writing signed by the appointer or his attorney duly authorized in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other documents of authorisation must be notarially certified. The notarially certified power of attorney or other documents of authorisation and proxy forms must be delivered to the registered office of the Company or the H share registrar and transfer office by not less than 24 hours before the time appointed for the holding of the EGM in order for such documents to be valid.

IV. Shareholders or their proxies attending the EGM shall be responsible for their own food, accommodation and travel expenses.

V. CONTACT METHODS OF THE COMPANY

1. Registered address: No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC
2. Postal code: 243003
3. Telephone: 86-555-2888158
4. Fax: 86-555-2887284

5. Contact person: Mr. Xu Yayan, Mr. Li Wei

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