XD Inc. — Major Shareholding Notification 2018

Dec 21, 2018

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

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INDICATIVE ANNOUNCEMENT ON CHANGES IN INDIRECT CONTROLLING SHAREHOLDER

References are made to the Announcement on Changes of Undertakings by Indirect Controlling Shareholder and De Facto Controller dated 30 October 2018 and the circular dated 20 November 2018 in relation to (1) Changes of Undertakings by Indirect Controlling Shareholder and De Facto Controller; (2) Proposed Amendments to the Articles of Association and (3) Notice of 2018 Second Extraordinary General Meeting of Chongqing Iron & Steel Company Limited (the “ Company” or “Chongqing Iron & Steel ”).

I. BACKGROUND OF THE CHANGES

On 27 April 2018, the People’s Bank of China, China Banking and Insurance Regulatory Commission, China Securities Regulatory Commission and the State Administration of Foreign Exchange jointly issued the Guideline on Regulating Asset Management Business of Financial Institutions (《關於規範金融機構資 產管理業務的指導意見》) (Yin Fa [2018] No. 106) (the “ New Regulation on Asset Management ”). According to Clause 22 of the New Regulation on Asset Management, asset management products may reinvest in other asset management products provided that the asset management products invested shall not reinvest in other asset management products other than public securities investment funds.

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To ensure satisfaction of the requirements under the New Regulation on Asset Management and provide a good foundation for the future development of Chongqing Changshou Iron & Steel Company Limited (重慶長壽鋼鐵有限公司) (“ Changshou Iron & Steel ”) or Chongqing Iron & Steel, Siyuanhe (Shanghai) Steel Industry Equity Investment Fund Center (LP) (四源合（上海）鋼鐵產業 股權投資基金中心（有限合夥)) (“ Siyuanhe Fund ”) shall transfer all of its equity interests in Changshou Iron & Steel to Siyuanhe (Chongqing) Iron & Steel Industrial Development and Equity Investment Fund Partnership (Limited Partnership) (四源合（重慶）鋼鐵產業發展股權投資基金合夥企業（有限合夥)) (“ Siyuanhe Industrial Development Fund ”) controlled by Siyuanhe Equity Investment Management Co., Ltd. (四源合股權投資管理有限公司) (“ Siyuanhe Investment ”). The shareholding and governance structure with Changshou Iron & Steel as the controlling shareholder of Chongqing Iron & Steel and Siyuanhe Investment as the de facto controller of Chongqing Iron & Steel will remain unchanged.

II. BASIC INFORMATION ON THE CHANGES

(I) Basic information on Siyuanhe Industrial Development Fund

Name of enterprise Siyuanhe (Chongqing) Iron & Steel Industrial Development and Equity Investment Fund Partnership (Limited Partnership)

Authorised representative Zhou Zhuping Capital commitment RMB4,575,000,000 Type of enterprise Partnership

Unified social credit code 91500115MA6046BC4U

Registered address

Room 1–1, No. 20 Qixin Avenue, Yanjia Subdistrict, Changshou District, Chongqing

Scope of business Equity investment (It is not allowed to take public deposits or take public deposits in any disguised form, grant loans or engage in securities, futures and other financial business; or provide payment settlement and personal wealth management services; and businesses subject to approval under laws and administrative regulations shall be carried out with approvals)

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(II) Changes in the equity interests before and after the changes

Name of shareholderSiyuanhe Industrial DevelopmentFundSiyuanhe FundChongqing Strategic EmergingIndustry Equity Investment FundPartnership (Limited Partnership) Total share capital	Before the changes in equityRegisteredcapitalPercentage ofshareholding–0.00%RMB3,000,000,00075.00% RMB1,000,000,00025.00%RMB4,000,000,000100.00%	After the changes in equityRegisteredcapitalPercentage ofshareholdingRMB3,000,000,00075.00%–0.00%RMB1,000,000,00025.00%RMB4,000,000,000100.00%	After the changes in equityRegisteredcapitalPercentage ofshareholdingRMB3,000,000,00075.00%–0.00%RMB1,000,000,00025.00%RMB4,000,000,000100.00%
			100.00%

Before the changes, Siyuanhe Fund held 75% equity interests in Changshou Iron & Steel and was the controlling shareholder of Changshou Iron & Steel. It held 2,096,981,600 shares of Chongqing Iron & Steel through Changshou Iron & Steel, which held 23.51% of the total share capital of Chongqing Iron & Steel. Therefore, Siyuanhe Fund indirectly controlled Chongqing Iron & Steel.

After the changes, Siyuanhe Industrial Development Fund will hold 75% equity interests in Changshou Iron & Steel and will become the controlling shareholder of Changshou Iron & Steel. It will hold 2,096,981,600 shares of Chongqing Iron & Steel through Changshou Iron & Steel, which holds 23.51% of the total share capital of Chongqing Iron & Steel. Therefore, Siyuanhe Industrial Development Fund will indirectly control Chongqing Iron & Steel.

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(III) Shareholding structure after the changes

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----- Start of picture text ----- U.S.-China Green East InvestmentHuabao Investment Co., Ltd. WL ROSS & Co. LLC Management Co., Ltd. China Merchants Ping’an AMC(華寶投資有限公司) (中美綠色東方投資管理有限公司)25% 26% 25% 24%China Baowu Steel Group Sichuan Desheng Group Siyuanhe Equity InvestmentCorporation Limited Vanadium & Titanium Co., Ltd. Management Co., Ltd.LP GPSiyuanhe (Chongqing) Iron & Steel Industrial Development andEquity Investment Fund Partnership (Limited Partnership)----- End of picture text -----

In accordance with the relevant provisions of the Shanghai Stock Exchange, the information disclosure obligor shall prepare a report on changes in equity in relation to the changes in shareholding. For details, please refer to the Detailed Report on Changes in Equity of Chongqing Iron & Steel Company Limited and the Simplified Report on Changes in Equity of Chongqing Iron & Steel Company Limited published by the Company as overseas regulatory announcement on the same date (Chinese versions only).

By order of the Board Chongqing Iron & Steel Company Limited Meng Xiangyun Secretary to the Board

Chongqing, the PRC, 22 December 2018

As at the date of this announcement, the Directors of the Company are: Mr. Zhou Zhuping (Non-executive Director), Mr. Zheng Jie (Non-executive Director), Mr. Li Yongxiang (Executive Director), Mr. Tu Deling (Executive Director), Mr. Zhang Shuogong (Executive Director), Mr. Xu Yixiang (Independent Non-executive Director), Mr. Xin Qingquan (Independent Non-executive Director) and Mr. Wong Chunwa (Independent Non-executive Director).

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