XD Inc. — Proxy Solicitation & Information Statement 2021

Jul 22, 2021

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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NOTICE OF 2021 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2021 second extraordinary general meeting (the “ EGM ”) of Chongqing Iron & Steel Company Limited (the “ Company ”) will be held at 1:30 p.m. on Thursday, 12 August 2021 at Chongqing Iron & Steel Conference Center, No.2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, the PRC, for the purpose of considering and, if thought fit, passing the following resolutions of the Company.

ORDINARY RESOLUTIONS

RESOLUTIONS ADOPTING NON-CUMULATIVE VOTING

1. Resolution on the connected transactions in relation to the purchase of assets from Changshou Iron & Steel

2. Resolution on the remuneration of the members of the ninth session of the Board and the supervisory committee

RESOLUTIONS ADOPTING CUMULATIVE VOTING

1. Resolution on the election of non-independent Directors of the ninth session of the Board

   • 3.01 To elect Mr. Zhang Wenxue as a non-independent Director of the ninth session of the Board

   • 3.02 To elect Mr. Song De An as a non-independent Director of the ninth session of the Board

   • 3.03 To elect Mr. Xie Zhixiong as a non-independent Director of the ninth session of the Board

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• 3.04 To elect Mr. Lai Xiaomin as a non-independent Director of the ninth session of the Board

• 3.05 To elect Mr. Zou An as a non-independent Director of the ninth session of the Board

• 3.06 To elect Mr. Zhou Ping as a non-independent Director of the ninth session of the Board

1. Resolution on the election of the independent Directors of the ninth session of the Board

   • 4.01 To elect Mr. Sheng Xuejun as an independent Director of the ninth session of the Board

   • 4.02 To elect Mr. Zhang Jinruo as an independent Director of the ninth session of the Board

   • 4.03 To elect Mr. Guo Jiebin as an independent Director of the ninth session of the Board

2. Resolution on the election of the non-employee representative supervisors of the ninth session of the supervisory committee

   • 5.01 To elect Mr. Wu Xiaoping as a non-employee representative supervisor of the ninth session of the supervisory committee

   • 5.02 To elect Mr. Li Huaidong as a non-employee representative supervisor of the ninth session of the supervisory committee

   • 5.03 To elect Mr. Zhu Xing'an as a non-employee representative supervisor of the ninth session of the supervisory committee

By order of the Board Chongqing Iron & Steel Company Limited Zou An Secretary to the Board

Chongqing, the PRC, 23 July 2021

As at the date of this announcement, the Directors of the Company are: Mr. Zhang Wenxue (Executive Director), Mr. Tu Deling (Executive Director), Mr. Zou An (Executive Director), Mr. Song De An (Non-executive Director), Mr. Zhou Ping (Nonexecutive Director), Mr. Xin Qingquan (Independent Non-executive Director), Mr. Xu Yixiang (Independent Non-executive Director) and Mr. Wong Chunwa (Independent Non-executive Director).

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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 6 August 2021 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

The register of members of the Company will be closed from 9 August 2021 to 12 August 2021 (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, at or before 4:30 p.m. on 6 August 2021.

III. PROXIES

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

2. To be valid, the instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing. If the proxy form is signed by a person authorized by the appointer, the power of attorney or other authorization documents shall be notarized. The notarized power of attorney or other authorization documents together with the proxy form must be lodged with 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 1:30 p.m. on 11 August 2021.

3. For the shareholders appointing more than one proxy, the voting right can only be exercised by way of poll.

IV. MISCELLANEOUS

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

• Information may be dispatched by hand or registered post.

1. Address of Hong Kong Registrars Limited: Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

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

Address: Room 312, Management Building of the Company, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, the PRC Postal Code: 401258

Tel: (86) 23 6898 3482 Fax: (86) 23 6887 3189 Contact Person: Peng Guoju/Ji Hong

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