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XD Inc. — Proxy Solicitation & Information Statement 2024
Dec 9, 2024
50574_rns_2024-12-09_2c2e37a3-de1e-4228-8c26-42e5fc8324a3.pdf
Proxy Solicitation & Information Statement
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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.
Chongqing Iron & Steel Company Limited
重慶銅鐵股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
（在中華人民共和國註冊成立的股份有限公司）
(Stock Code: 1053)
(1) RESOLUTION ON CHANGE OF THE PURPOSE AND CANCELLATION OF THE REPURCHASED SHARES AND REDUCTION OF CAPITAL;
(2) RESOLUTION ON REMUNERATION SCHEME FOR DIRECTORS AND SUPERVISORS FOR 2024-2026;
(3) NOTICE OF 2024 SECOND EXTRAORDINARY GENERAL MEETING; AND
(4) NOTICE OF 2024 FIRST CLASS MEETING OF H SHAREHOLDERS
A letter from the Board is set out from pages 1 to 7 of this circular.
A notice convening the EGM to be held at 2:30 p.m. on Monday, 30 December 2024 at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing is set out on pages 8 to 9 of this circular. A notice convening the Class Meeting of H Shareholders to be held at 2:30 p.m. on Monday, 30 December 2024 (or immediately after the conclusion of the EGM and the Class Meeting of A Shareholders or any adjournment thereof) at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing is set out on pages 10 to 11 of this circular. The forms of proxy for use at the EGM and the Class Meeting of H Shareholders are enclosed with this circular.
Shareholders are advised to read the notice. Whether or not you are able to attend the EGM and/or Class Meeting of H Shareholders 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 form of proxy by holders of domestic shares) at No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing (Postal Code: 401258) or at the Company's H share registrar and transfer office, Hong Kong Registrars Limited at 17M Floor, 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 such meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM and/or Class Meeting of H Shareholders and/or any adjournment thereof, if you so wish.
10 December 2024
CONTENT
Page
DEFINITIONS ... ii
LETTER FROM THE BOARD ... 1
NOTICE OF 2024 SECOND EXTRAORDINARY GENERAL MEETING ... 8
NOTICE OF 2024 FIRST CLASS MEETING OF H SHAREHOLDERS ... 10
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings, unless the context requires otherwise:
"A Share(s)"
the domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange
"Board"
the board of Directors of the Company
"Company"
Chongqing Iron & Steel Company Limited, a company incorporated in PRC with limited liability
"Director(s)"
the director(s) of the Company
"EGM" or "2024 Second Extraordinary General Meeting"
the 2024 second extraordinary general meeting (or any adjournment thereof) of the Company to be convened at Chongqing Iron & Steel Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing at 2:30 p.m. on Monday, 30 December 2024, for the purpose of considering and, if thought fit, approving, among other things, (1) the resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital; and (2) the resolution on remuneration scheme for Directors and supervisors for 2024–2026
"Class Meeting of A Shareholders" or "2024 First Class Meeting of A Shareholders"
the 2024 first class meeting of A Shareholders of the Company to be convened at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing on Monday, 30 December 2024
"H Share(s)"
the foreign invested share(s) in the Company's share capital, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange, subscribed and traded in Hong Kong dollars
"H Shareholder(s)"
holder(s) of H Share(s)
"Class Meeting of H Shareholders" or "2024 First Class Meeting of H Shareholders"
the 2024 first class meeting of H Shareholders of the Company to be convened at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing on Monday, 30 December 2024
"Class Meetings of Shareholders"
the Class Meeting of A Shareholders and the Class Meeting of H Shareholders
– ii –
DEFINITIONS
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
|---|---|
| “Latest Practicable Date” | 9 December 2024 |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “PRC” | the People’s Republic of China |
| “RMB” | renminbi, the lawful currency of the PRC |
| “Shareholder(s)” | holder(s) of shares of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
– iii –
LETTER FROM THE BOARD
Chongqing Iron & Steel Company Limited
重慶鋼鐵股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
（在中華人民共和國註冊成立的股份有限公司）
(Stock Code: 1053)
Executive Directors:
Mr. Wang Huxiang
Mr. Meng Wenwang
Mr. Kuang Yunlong
Registered office:
No. 2 Jiangnan Avenue
Jiangnan Street
Changshou District
Chongqing, the PRC
(Postal Code: 401258)
Non-executive Directors:
Mr. Song De An
Mr. Lin Changchun
Mr. Zhou Ping
Independent Non-executive Directors:
Mr. Sheng Xuejun
Ms. Tang Ping
Mr. Guo Jiebin
10 December 2024
To the Shareholders
Dear Sir or Madam,
(1) RESOLUTION ON CHANGE OF THE PURPOSE AND CANCELLATION OF THE REPURCHASED SHARES AND REDUCTION OF CAPITAL;
(2) RESOLUTION ON REMUNERATION SCHEME FOR DIRECTORS AND SUPERVISORS FOR 2024-2026;
(3) NOTICE OF 2024 SECOND EXTRAORDINARY GENERAL MEETING; AND
(4) NOTICE OF 2024 FIRST CLASS MEETING OF H SHAREHOLDERS
INTRODUCTION
The purpose of this circular is to provide you with the notice of the EGM, the notice of the Class Meeting of H Shareholders and provide you with information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the EGM and the Class Meeting of H Shareholders.
LETTER FROM THE BOARD
At the EGM, a special resolution will be proposed to approve: (1) the resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital. In addition, an ordinary resolution will be proposed to approve: (2) the resolution on remuneration scheme for Directors and supervisors for 2024–2026.
The above-mentioned resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital is subject to the approval by special resolution at the EGM, the Class Meeting of A Shareholders and the Class Meeting of H Shareholders of the Company, respectively.
Special Resolution:
I. RESOLUTION ON CHANGE OF THE PURPOSE AND CANCELLATION OF THE REPURCHASED SHARES AND REDUCTION OF CAPITAL
References are made to the announcement of the Company dated 6 June 2024 in relation to the proposal on the repurchase of A shares of the Company through centralised price bidding, the announcement dated 3 July 2024 in relation to the change of the purpose and cancellation of the repurchased shares and the announcement dated 6 December 2024 in relation to the implementation result of share repurchase and changes in shareholding structure.
In order to safeguard the interests of investors and boost investors’ confidence, and taking into account the actual situation of the Company, the Company proposes to change the purpose of the repurchased shares and cancel them in the Resolution on the Repurchase of A shares of the Company by Centralised Price Bidding. Specifically, the purpose of the repurchased shares will be changed from “for equity incentive” to “for cancellation to reduce registered capital”. The specific resolution is as follows:
I. Information on the repurchase of shares
The Company convened the 36th meeting of the 9th session of the Board on 5 June 2024, and considered and approved the Resolution on the Repurchase of A shares of the Company by Centralised Price Bidding, agreeing that the Company uses its self-raised funds to repurchase A shares through centralised price bidding for equity incentive, with the total amount of funds for this repurchase of not less than RMB50 million and not more than RMB100 million.
LETTER FROM THE BOARD
The Company implemented its first repurchase on 13 June 2024. The share repurchase period of the Company expired on 5 December 2024. The Company repurchased an aggregate of 66.8385 million shares, representing 0.749% of the total share capital of the Company, with the lowest price purchased being RMB1.02 per share and the highest price being RMB1.08 per share, and a payment with an aggregate amount of RMB69.7525 million (exclusive of transaction cost) during the above repurchase period. The actual number of shares repurchased by the Company, the repurchase price and the total amount of funds used were in compliance with the share repurchase plan considered and approved by the Board. The actual implementation of the share repurchase plan did not differ from the originally disclosed repurchase plan, and the Company has completed the repurchase in accordance with the plan disclosed. The aforesaid repurchases were in compliance with the provisions of laws and regulations and the Company's repurchase plan.
At the 2nd meeting of the 10th session of the Board held on 2 July 2024, the Company considered and approved the Resolution on Change of the Purpose and Cancellation of the Repurchased Shares. The Board of the Company agreed to change the purpose of repurchase of shares of the Company from "for equity incentive" to "for cancellation to reduce registered capital". As the final number of shares repurchased by the Company has been determined, and after review and confirmation at the ninth meeting of the 10th session of the Board of the Company held on 9 December 2024, the change in purpose of an aggregate of 66.8385 million shares repurchased by Company to "for cancellation to reduce registered capital" is submitted to the general meeting for confirmation, and is also submitted to the general meeting for consideration in accordance with the Rules for Listing of Stocks on the Shanghai Stock Exchange and the Self-disciplinary Supervision Guideline No. 7 for Companies Listed on the Shanghai Stock Exchange – Repurchase of Shares, and after performing the creditor notification/announcement procedures, the industrial and commercial registration procedures for cancellation and capital reduction of the Company shall be handled in accordance with the provisions of laws, regulations and normative documents.
II. Reasons for change of the purpose and cancellation of the repurchased shares
In accordance with the Company Law, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Self-disciplinary Supervision Guideline No.7 for Companies Listed on the Shanghai Stock Exchange – Repurchase of Shares and other laws and regulations, as well as the relevant provisions of the Articles of Association, the Company, in the light of the changes in the capital market as well as its actual situation and in order to safeguard the interests of investors at large, proposes to change the purpose of the repurchased shares from “for equity incentives” to “for cancellation to reduce registered capital”. Otherwise, no other contents in the original repurchase plan will be changed.
LETTER FROM THE BOARD
III. Expected changes in the Company's share capital structure after the cancellation of the repurchased shares
| Type of shares | Before this repurchase | Total number of shares repurchased | After this proposed cancellation | ||||
|---|---|---|---|---|---|---|---|
| Number of shares (shares) | Proportion (%) | Shares to be cancelled (shares) | Shares not to be cancelled (shares) | Number of shares (shares) | Proportion (%) | ||
| Domestic Listed A Shares | Restricted shares | - | - | - | - | - | - |
| Non-restricted shares | 8,380,475,067 | 93.97 | 66,838,500 | - | 8,313,636,567 | 93.92 | |
| Including: Securities account designated for repurchase | - | - | 66,838,500 | - | - | - | |
| Total | 8,380,475,067 | 93.97 | 66,838,500 | - | 8,313,636,567 | 93.92 | |
| Overseas Listed H Shares | Total | 538,127,200 | 6.03 | - | - | 538,127,200 | 6.08 |
| Total number of shares | 8,918,602,267 | 100 | 66,838,500 | 0 | 8,851,763,767 | 100 |
The number of shares involved in this cancellation is 66,838,500 shares; upon completion of this cancellation, the Company's total share capital will be changed from 8,918,602,267 shares to 8,851,763,767 shares, and the Company's registered capital will also be changed from RMB8,918,602,267 to RMB8,851,763,767. The final status of the above changes in share capital structure shall be subject to the share capital structure table issued by Shanghai Branch of China Securities Depository and Clearing Corporation Limited.
IV. Impact of this change in the purpose and cancellation of repurchased shares on the Company
This change of the purpose and cancellation of the repurchased shares is in compliance with the Rules on Share Repurchases by Listed Companies, the Self-disciplinary Supervision Guideline No. 7 for Companies Listed on the Shanghai Stock Exchange – Repurchase of Shares and other regulations, and is not detrimental to the interests of the Company and all its Shareholders; it will not have material adverse impact on the Company's operation, finance, research and development, ability to fulfil its debts or future development; it will not lead to any change in the control over the Company or alter the Company's listing status, and the distribution of the Company's shareholding still meets the conditions for a listed company.
The Board proposes to the general meeting to authorize the Company's operating management to handle the relevant procedures for cancellation of shares.
The above resolution is a special resolution for consideration by Shareholders.
LETTER FROM THE BOARD
Ordinary Resolution:
II. RESOLUTION ON REMUNERATION SCHEME FOR DIRECTORS AND SUPERVISORS FOR 2024–2026
Reference is made to the announcement of the Company dated 26 November 2024 in relation to the remuneration scheme for the Directors and supervisors for 2024–2026.
The Resolution on the Remuneration Scheme for Directors and Supervisors for 2024–2026 was considered at the eighth meeting of the tenth session of the Board and the sixth meeting of the tenth session of the supervisory committee of the Company held on 25 November 2024 and will be submitted directly to the Company’s general meeting for consideration.
The details of the Resolution on Remuneration Scheme for Directors and Supervisors for 2024–2026 are set out below:
Remuneration scheme for Directors of the Company for 2024–2026
(1) Directors shall not receive remuneration or allowances for their directorships, but shall receive remuneration according to their positions and responsibilities in the Company. The annual remuneration shall consist of basic salary, performance salary and allowances.
The remuneration of the relevant Directors actually serving in the business and management positions of the Company shall include the following: base salary: RMB480,000 to RMB640,000 per annum (before tax); performance salary: the performance salary is a variable salary, details of which shall be determined according to the fulfillment of the annual performance targets and other factors; and allowances: they shall be implemented in accordance with the relevant systems of the Company.
Relevant Directors who do not actually serve in business or management positions in the Company shall not receive remuneration and allowances from the Company.
The annual fixed allowances for independent non-executive Directors shall be RMB180,000 per person (before tax).
LETTER FROM THE BOARD
Remuneration scheme for supervisors of the Company for 2024–2026
(2) Supervisors shall not receive remuneration for their supervisory roles in the Company, but shall receive remuneration in accordance with their position in the Company.
III. INFORMATION ON THE EGM AND THE CLASS MEETING OF H SHAREHOLDERS
The EGM will be held at 2:30 p.m. on Monday, 30 December 2024 at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, and the Class Meeting of H Shareholders will be held at 2:30 p.m. on Monday, 30 December 2024 (or immediately after the conclusion of the EGM and the Class Meeting of A Shareholders or any adjournment thereof) at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, at which relevant resolutions will be proposed to approve, among other things, (1) the resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital and (2) the resolution on remuneration scheme for Directors and supervisors for 2024–2026. Notices of the EGM and the Class Meeting of H Shareholders are set out on pages 8 to 11 of this circular.
- 6 -
LETTER FROM THE BOARD
The form of proxy for use at the EGM and the Class Meeting of H Shareholders is enclosed with this circular. Whether or not you are able to attend the EGM or the Class Meeting of H Shareholders, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited at 17M Floor, 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 and the Class Meeting of H Shareholders 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 and the Class Meeting of H Shareholders or any adjournment thereof should you so desire.
IV. RECOMMENDATION
The Directors are of the view that the above (1) resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital and (2) resolution on remuneration scheme for Directors and supervisors for 2024–2026 are in the best interests of the Company and the Shareholders as a whole, and recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM and the Class Meeting of H Shareholders.
V. ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the appendixes to this circular.
By order of the Board
Chongqing Iron & Steel Company Limited
Kuang Yunlong
Secretary to the Board
NOTICE OF 2024 SECOND EXTRAORDINARY GENERAL MEETING
Chongqing Iron & Steel Company Limited
重慶鋼鐵股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
（在中華人民共和國註冊成立的股份有限公司）
(Stock Code: 1053)
NOTICE OF 2024 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2024 second extraordinary general meeting (the “EGM”) of Chongqing Iron & Steel Company Limited (the “Company”) will be held at 2:30 p.m. on Monday, 30 December 2024 at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, 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.
RESOLUTIONS ADOPTING NON-CUMULATIVE VOTING
SPECIAL RESOLUTION
- Resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital
ORDINARY RESOLUTION
- Resolution on remuneration scheme for Directors and supervisors for 2024–2026
By order of the Board
Chongqing Iron & Steel Company Limited
Kuang Yunlong
Secretary to the Board
Chongqing, the PRC, 10 December 2024
As at the date of this notice, the Directors of the Company are: Mr. Wang Huxiang (Executive Director), Mr. Meng Wenwang (Executive Director), Mr. Kuang Yunlong (Executive Director), Mr. Song De An (Non-executive Director), Mr. Lin Changchun (Non-executive Director), Mr. Zhou Ping (Non-executive Director), Mr. Sheng Xuejun (Independent Non-executive Director), Ms. Tang Ping (Independent Non-executive Director) and Mr. Guo Jiebin (Independent Non-executive Director).
NOTICE OF 2024 SECOND EXTRAORDINARY GENERAL MEETING
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 30 December 2024 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 23 December 2024 to 30 December 2024 (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, before 4:30 p.m. on 20 December 2024.
III. PROXIES
-
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.
-
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 form of proxy 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 2:30 p.m. on 29 December 2024.
-
For the shareholders appointing more than one proxy, such proxies of shareholders can only exercise the voting right by way of poll.
IV. MISCELLANEOUS
-
Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
-
Information may be dispatched by hand or registered post.
-
Address of Hong Kong Registrars Limited: Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
-
Office of the board of directors of Chongqing Iron & Steel Company Limited
Address: Room 412, Management Building of the Company, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing
Postal Code: 401258
Tel: (86) 23 6898 3482
Fax: (86) 23 6887 3189
Contact Person: Peng Guoju/Ji Hong
NOTICE OF 2024 FIRST CLASS MEETING OF H SHAREHOLDERS
Chongqing Iron & Steel Company Limited
重慶鋼鐵股份有限公司
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
（在中華人民共和國註冊成立的股份有限公司）
(Stock Code: 1053)
NOTICE OF 2024 FIRST CLASS MEETING OF H SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the 2024 first class meeting of H Shareholders (the “Class Meeting of H Shareholders”) of Chongqing Iron & Steel Company Limited (the “Company”) will be held at 2:30 p.m. on Monday, 30 December 2024 (or immediately after the conclusion of the 2024 Second Extraordinary General Meeting and the 2024 First Class Meeting of A Shareholders or any adjournment thereof) at No. 2 Conference Room, Chongqing Iron & Steel Company Limited Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, the PRC, for the purpose of considering and, if thought fit, passing the following resolution of the Company.
RESOLUTION ADOPTING NON-CUMULATIVE VOTING
SPECIAL RESOLUTION
- Resolution on change of the purpose and cancellation of the repurchased shares and reduction of capital
By order of the Board
Chongqing Iron & Steel Company Limited
Kuang Yunlong
Secretary to the Board
Chongqing, the PRC, 10 December 2024
As at the date of this notice, the Directors of the Company are: Mr. Wang Huxiang (Executive Director), Mr. Meng Wenwang (Executive Director), Mr. Kuang Yunlong (Executive Director), Mr. Song De An (Non-executive Director), Mr. Lin Changchun (Non-executive Director), Mr. Zhou Ping (Non-executive Director), Mr. Sheng Xuejun (Independent Non-executive Director), Ms. Tang Ping (Independent Non-executive Director) and Mr. Guo Jiebin (Independent Non-executive Director).
- 10 -
NOTICE OF 2024 FIRST CLASS MEETING OF H SHAREHOLDERS
Notes:
I. ELIGIBILITY FOR ATTENDING THE CLASS MEETING OF H SHAREHOLDERS
H Shareholders whose names appear on the register of members of the Company at the close of business on 30 December 2024 are entitled to attend the Class Meeting of H Shareholders upon completion of the necessary registration procedures.
II. REGISTRATION PROCEDURES FOR ATTENDING THE CLASS MEETING OF H SHAREHOLDERS
The register of members of the Company will be closed from 23 December 2024 to 30 December 2024 (both days inclusive), during which no transfer of shares will be effected. Holders of H shares of the Company intending to attend the Class Meeting of H Shareholders are required to lodge their respective instrument of transfer and the relevant share certificates to Hong Kong Registrars Limited, the Registrars of the Company, before 4:30 p.m. on 20 December 2024.
III. PROXIES
-
Any shareholder entitled to attend and vote at the Class Meeting of H Shareholders 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.
-
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 form of proxy 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 Class Meeting of H Shareholders (or appointed for voting), i.e. by no later than 2:30 p.m. on 29 December 2024.
-
For the shareholders appointing more than one proxy, such proxies of shareholders can only exercise the voting right by way of poll.
IV. MISCELLANEOUS
-
Shareholders attending the Class Meeting of H Shareholders shall be responsible for their own travel and accommodation expenses.
-
Information may be dispatched by hand or registered post.
-
Address of Hong Kong Registrars Limited: Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
-
Office of the board of directors of Chongqing Iron & Steel Company Limited
Address: Room 412, Management Building of the Company, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing
Postal Code: 401258
Tel: (86) 23 6898 3482
Fax: (86) 23 6887 3189
Contact Person: Peng Guoju/Ji Hong