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XD Inc. Declaration of Voting Results & Voting Rights Announcements 2015

Nov 3, 2015

50574_rns_2015-11-03_1afef5aa-dad3-4121-9395-a1a0f993b78d.pdf

Declaration of Voting Results & Voting Rights Announcements

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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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RESULTS OF EGM, 2015 FIRST CLASS MEETING OF A SHAREHOLDERS AND 2015 FIRST CLASS MEETING OF H SHAREHOLDERS

The Board is pleased to announce that the EGM, the 2015 First Class Meeting of A Shareholders and the 2015 First Class Meeting of H Shareholders were held on Tuesday, 3 November 2015 and all resolutions as set out in the notices of the EGM, the 2015 First Class Meeting of A Shareholders and the 2015 First Class Meeting of H Shareholders were duly passed by poll without amendments by the attending Shareholders and authorised proxies carrying voting rights.

Reference is made to the circular of the Company dated 14 October 2015 in relation to (1) proposed Non-Public Issuance of A Shares and (2) notice of EGM and 2015 First Class Meeting of H Shareholders (the “ Circular ”), and notices of the EGM and the 2015 First Class Meeting of H Shareholders dated 16 September 2015. Unless otherwise stated, the capitalised terms used herein shall have the same meanings as those used in the Circular.

The EGM, the 2015 First Class Meeting of the A Shareholders and the 2015 First Class Meeting of the H Shareholders were held in succession at 2:30 p.m. on 3 November 2015 at the No. 2 Conference Room, 3/F., the Management Building, No. 1 of Gangcheng Avenue, Economic & Technological Development Zone, Changshou District, Chongqing. The resolutions as set out in the notices of the EGM, the 2015 First Class Meeting of A Shareholders and the 2015 First Class Meeting of the H Shareholders was duly passed.

The EGM, the 2015 First Class Meeting of A Shareholders and the 2015 First Class Meeting of H Shareholders were all chaired by Mr. Li Ren Sheng, deputy chairman of the Board. 7 of the incumbent 7 Directors of the Company attended the meetings. 4 of the incumbent 4 supervisors of the Company attended the meetings. Mr. You Xiao An, the secretary to the Board of the Company, attended the above three on-site meetings. Certain senior management of the Company attended the EGM, the 2015 First Class Meeting of A Shareholders and the 2015 First Class Meeting of H Shareholders as observers.

– 1 –

ATTENDANCE OF THE EGM, THE 2015 FIRST CLASS MEETING OF A SHAREHOLDERS AND THE 2015 FIRST CLASS MEETING OF H SHAREHOLDERS

A total of 15 Shareholders and their proxies, representing 2,139,471,734 shares, attended the EGM in person and by way of online voting, a total of 14 A Shareholders and their proxies, representing 2,100,637,901 shares, attended the 2015 First Class Meeting of A Shareholders in person and by way of online voting, and a total of 1 H Shareholder and his proxies, representing 41,337,833 shares, attended the 2015 First Class Meeting of H Shareholders in person. The details are set out below:

Regarding the EGM

Number of Shareholders and proxies who attended the EGM 15
Of which: Number of A Shareholders 14
Number of H Shareholders 1
Total number of shares carrying voting rights held by Shareholders
and proxies who attended the EGM_(share)_ 2,139,471,734
Of which: Total number of shares held by A Shareholders 2,100,637,901
Total number of shares held by H Shareholders 38,833,833
Percentage of the total number of shares held by Shareholders and
proxies who attended the EGM relative to the total number of shares
carrying voting rights of the Company_(%)_ 48.23
Of which: Percentage of the shares held by A Shareholders relative
to the total number of shares 47.35
Percentage of the shares held by H Shareholders relative
to the total number of shares 0.88
Regarding the 2015 First Class Meeting of A Shareholders
Number of Shareholders and proxies who attended the 2015 First
Class Meeting of A Shareholders 14
Total number of shares carrying voting rights held by Shareholders
and proxies who attended the 2015 First Class Meeting of A
Shareholders_(share)_ 2,100,637,901
Percentage of the total number of shares held by Shareholders and
proxies who attended the 2015 First Class Meeting of A Shareholders
relative to the total number of shares carrying voting rights of the
Company_(%)_ 53.89

– 2 –

Regarding the 2015 First Class Meeting of H Shareholders

Number of Shareholders and proxies who attended the 2015 First Class Meeting of H Shareholders 1 Total number of shares carrying voting rights held by Shareholders and proxies who attended the 2015 First Class Meeting of H Shareholders (share) 41,337,833 Percentage of the total number of shares held by Shareholders and proxies who attended the 2015 First Class Meeting of H Shareholders relative to the total number of shares carrying voting rights of the Company (%) 7.68

As at the date of the EGM, the 2015 First Class Meeting of A Shareholders and the 2015 First Class Meeting of H Shareholders, there were a total of 4,436,022,580 shares of the Company in issue entitling the holders to attend and vote at the EGM, of which 3,897,895,380 shares were A Shares, entitling the holders to attend and vote at the 2015 First Class Meeting of A Shareholders, and 538,127,200 shares were H Shares, entitling the holders to attend and vote at the 2015 First Class Meeting of H Shareholders. There were no shares of the Company entitling the holders to attend and abstain from voting in favour of the proposed resolution pursuant to Rule 13.40 of the Listing Rules and no Shareholders were required to abstain from voting under the Listing Rules.

RESULTS OF THE EGM, THE 2015 FIRST CLASS MEETING OF A SHAREHOLDERS AND THE 2015 FIRST CLASS MEETING OF H SHAREHOLDERS

I. RESOLUTIONS OF NON-CUMULATIVE VOTING

Consideration of the Resolution at the EGM

As considered by Shareholders and proxies attending the EGM, relevant resolutions were voted on by way of both on-site voting and online voting.

– 3 –

The voting results of the EGM are set out as follows:

A. Special resolutions

1. Resolution: The resolution in relation to the conditions for the non-public issuance of shares fulfilled by the Company

Results: Approved

Voting results:

For For Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00
Resolution: The resolutions in relation to the non-public issuance of share
by the Company to specific target investors
2.01 Resolution: Class and nominal value of the shares to be issued
Results: Approved
Voting results:
For Against Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

2. Resolution: The resolutions in relation to the non-public issuance of shares by the Company to specific target investors

– 4 –

2.02 Resolution: Method and time of issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

2.03 Resolution: Number of shares to be issued

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 5 –

2.04 Resolution: Target investors and method of subscription

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00
  • 2.05 Resolution: Price determination date, issue price and pricing principle

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 6 –

2.06 Resolution: Arrangement for lock-up period

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

2.07 Resolution: Amount and use of proceeds

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 7 –

  • 2.08 Resolution: Arrangement on the retained profits prior to the non-public issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00
  • 2.09 Resolution: Place of listing

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 8 –

  • 2.10 Resolution: Validity period of the resolutions relating to the non-public issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

3. Resolution: The resolution in relation to the “Proposal for the Non-Public Issuance of A Shares of Chongqing Iron & Steel Company Limited”

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 9 –

4. Resolution: The resolution in relation to the conditional subscription agreements under the non-public issuance of shares entered into between the Company and the target investors

  • 4.01 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Yufu Assets Management Group Co. Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00
  • 4.02 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Energy Investment Group Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 10 –

  • 4.03 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Shenzhen Xin Yu Investment Management Partnership LLP

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00
  • 4.04 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and CECEP Capital Holdings Limited

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 11 –

  • 4.05 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Sichuan Coal Industry Group Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00
  • 4.06 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and CISDI Engineering Technology Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 12 –

  • 4.07 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Wei Jin Environmental Technologies Limited

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00
  • 4.08 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Yu Kun Long Metallurgical Materials Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary
shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

– 13 –

5. Resolution: The resolution in relation to “the Feasibility Analysis Report on the Use of Proceeds from the Fund Raising under the Non-Public Issuance of Shares (A Shares) of Chongqing Iron & Steel Company Limited”

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

6. Resolution: Profit distribution plan for the shareholders for the next three years (2015 – 2017)

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,833,833 100.00 0 0.00 0 0.00
Total number of ordinary shares: 2,139,455,734 99.99 16,000 0.01 0 0.00

Resolutions 1 to 6 considered at the EGM were special resolutions, and have been passed by over two-thirds of the valid voting rights held by the Shareholders and their proxies attending the EGM.

– 14 –

B. Ordinary resolutions

7. Resolution: The resolution in relation to the submission to the general meeting for fully authorising the Board to deal with relevant matters related to the non-public issuance of shares

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,526,910 99.21 306,923 0.79 0 0.00
Total number of ordinary shares: 2,139,148,811 99.98 322,923 0.02 0 0.00

8. Resolution: The resolution in relation to “the Report on the Use of Proceeds from the Previous Fund Raising of Chongqing Iron & Steel Company Limited as of 30 June 2015”

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
H Shareholders 38,833,833 100.00 0 0.00 0 0.00
Total number of ordinary shares: 2,139,455,734 99.99 16,000 0.01 0 0.00

Resolutions 7 to 8 considered at the EGM were ordinary resolutions, and have been passed by over half of the valid voting rights held by the Shareholders and their proxies attending the EGM.

– 15 –

Consideration the Resolution at the 2015 First Class Meeting of A Shareholders

As considered by Shareholders and proxies attending the meeting, relevant resolutions were voted on by way of both on-site voting and online voting.

The voting results of the 2015 First Class Meeting of A Shareholders are set out as follows:

Special resolutions

1. Resolution: The resolutions in relation to the non-public issuance of shares by the Company to specific target investors

  • 1.01 Resolution: Class and nominal value of the shares to be issued

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 1.02 Resolution: Method and time of issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

– 16 –

1.03 Resolution: Number of shares to be issued

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 1.04 Resolution: Target investors and method of subscription

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 1.05 Resolution: Price determination date, issue price and pricing principle

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

– 17 –

1.06 Resolution: Arrangement for lock-up period

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 1.07 Resolution: Amount and use of proceeds

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 1.08 Resolution: Arrangement on the retained profits prior to the non-public issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

– 18 –

1.09 Resolution: Place of listing

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 1.10 Resolution: Validity period of the resolutions relating to the non-public issuance

Results: Approved

Voting results:

For Against Abstain Number Number Number Type of Shareholders of votes Percentage of votes Percentage of votes Percentage (%) (%) (%) A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

2. Resolution: The resolution in relation to the “Proposal for the Non-Public Issuance of A Shares of Chongqing Iron & Steel Company Limited”

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

– 19 –

3. Resolution: The resolution in relation to the conditional subscription agreements under the non-public issuance of shares entered into between the Company and the target investors

  • 3.01 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Yufu Assets Management Group Co. Ltd.

Results: Approved

Voting results:

For Against Abstain Number Number Number Type of Shareholders of votes Percentage of votes Percentage of votes Percentage (%) (%) (%) A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

  • 3.02 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Energy Investment Group Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

– 20 –

  • 3.03 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Shenzhen Xin Yu Investment Management Partnership LLP

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 3.04 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and CECEP Capital Holdings Limited

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

– 21 –

  • 3.05 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Sichuan Coal Industry Group Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 3.06 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and CISDI Engineering Technology Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

– 22 –

  • 3.07 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Wei Jin Environmental Technologies Limited

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00
  • 3.08 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Yu Kun Long Metallurgical Materials Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
A Shareholders 2,100,621,901 99.99 16,000 0.01 0 0.00

The resolutions considered at the 2015 First Class Meeting of A Shareholders were special resolutions, and have been passed by over two-thirds of the valid voting rights held by the Shareholders and their proxies attending the 2015 First Class Meeting of A Shareholders.

– 23 –

Consideration of the Resolution at the 2015 First Class Meeting of H Shareholders

As considered by Shareholders and proxies attending the meeting, relevant resolutions were voted on by way of on-site voting.

The voting results of the 2015 First Class Meeting of H Shareholders are set out as follows:

Special resolutions

1. Resolution: The resolutions in relation to the non-public issuance of shares by the Company to specific target investors

  • 1.01 Resolution: Class and nominal value of the shares to be issued

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 1.02 Resolution: Method and time of issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

– 24 –

1.03 Resolution: Number of shares to be issued

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 1.04 Resolution: Target investors and method of subscription

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 1.05 Resolution: Price determination date, issue price and pricing principle

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

– 25 –

1.06 Resolution: Arrangement for lock-up period

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 1.07 Resolution: Amount and use of proceeds

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 1.08 Resolution: Arrangement on the retained profits prior to the non-public issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

– 26 –

1.09 Resolution: Place of listing

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 1.10 Resolution: Validity period of the resolutions relating to the non-public issuance

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

2. Resolution: The resolution in relation to the “Proposal for the Non-Public Issuance of A Shares of Chongqing Iron & Steel Company Limited”

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

– 27 –

3. Resolution: The resolution in relation to the conditional subscription agreements under the non-public issuance of shares entered into between the Company and the target investors

  • 3.01 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Yufu Assets Management Group Co. Ltd.

Results: Approved

Voting results:

For Against Abstain Number Number Number Type of Shareholders of votes Percentage of votes Percentage of votes Percentage (%) (%) (%) H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

  • 3.02 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Energy Investment Group Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

– 28 –

  • 3.03 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Shenzhen Xin Yu Investment Management Partnership LLP

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 3.04 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and CECEP Capital Holdings Limited

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

– 29 –

  • 3.05 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Sichuan Coal Industry Group Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 3.06 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and CISDI Engineering Technology Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

– 30 –

  • 3.07 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Wei Jin Environmental Technologies Limited

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00
  • 3.08 Resolution: The conditional “2015 Shares Subscription Agreement under the Non-Public Issuance of Chongqing Iron & Steel Company Limited” entered into between the Company and Chongqing Yu Kun Long Metallurgical Materials Co., Ltd.

Results: Approved

Voting results:

For Against Against Abstain Abstain
Number Number Number
Type of Shareholders of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
H Shareholders 38,526,910 93.20 2,810,923 6.80 0 0.00

The resolutions considered at the 2015 First Class Meeting of H Shareholders were special resolutions, and have been passed by over two-thirds of the valid voting rights held by the Shareholders and their proxies attending the 2015 First Class Meeting of H Shareholders.

– 31 –

II. VOTING RESULTS ON MATERIAL ISSUES BY SHAREHOLDERS HOLDING LESS THAN 5% INTERESTS

For Against Against Abstain Abstain
Resolution Number Number Number
No. Resolution of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
1 The resolution in relation 3,640,301 99.56 16,000 0.44 0 0.00
to the conditions for the
non-public issuance of
shares fulfilled by the
Company
2.00 The resolutions in relation 3,640,301 99.56 16,000 0.44 0 0.00
to the non-public
issuance of shares by
the Company to specific
target investors
2.01 Class and nominal value of 3,640,301 99.56 16,000 0.44 0 0.00
the shares to be issued
2.02 Method and time of 3,640,301 99.56 16,000 0.44 0 0.00
issuance
2.03 Number of shares to be 3,640,301 99.56 16,000 0.44 0 0.00
issued
2.04 Target investors and 3,640,301 99.56 16,000 0.44 0 0.00
method of subscription
2.05 Price determination date, 3,640,301 99.56 16,000 0.44 0 0.00
issue price and pricing
principle
2.06 Arrangement for lock-up 3,640,301 99.56 16,000 0.44 0 0.00
period
2.07 Amount and use of 3,640,301 99.56 16,000 0.44 0 0.00
proceeds
2.08 Arrangement on the 3,640,301 99.56 16,000 0.44 0 0.00
retained profits prior to
the non-public issuance
2.09 Place of listing 3,640,301 99.56 16,000 0.44 0 0.00
2.10 Validity period of the 3,640,301 99.56 16,000 0.44 0 0.00
resolutions relating to
the non-public issuance

– 32 –

For Against Against Abstain Abstain
Resolution Number Number Number
No. Resolution of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
3 The resolution in relation 3,640,301 99.56 16,000 0.44 0 0.00
to the “Proposal for the
Non-Public Issuance of
A Shares of Chongqing
Iron & Steel Company
Limited”
4.00 The resolutions in relation 3,640,301 99.56 16,000 0.44 0 0.00
to conditional shares
subscription agreements
under the non-public
issuance entered into
between the Company
and target investors
4.01 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance of
Chongqing Iron & Steel
Company Limited”
entered into between
the Company and
Chongqing Yufu Assets
Management Group Co.
Ltd.
4.02 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance
of Chongqing Iron
& Steel Company
Limited” entered into
between the Company
and Chongqing Energy
Investment Group Co.,
Ltd.

– 33 –

For Against Against Abstain Abstain
Resolution Number Number Number
No. Resolution of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
4.03 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance of
Chongqing Iron & Steel
Company Limited”
entered into between the
Company and Shenzhen
Xin Yu Investment
Management Partnership
LLP
4.04 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance of
Chongqing Iron & Steel
Company Limited”
entered into between the
Company and CECEP
Capital Holdings
Limited
4.05 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance of
Chongqing Iron & Steel
Company Limited”
entered into between the
Company and Sichuan
Coal Industry Group
Co., Ltd.

– 34 –

For Against Against Abstain Abstain
Resolution Number Number Number
No. Resolution of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
4.06 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance of
Chongqing Iron & Steel
Company Limited”
entered into between the
Company and CISDI
Engineering Technology
Co., Ltd.
4.07 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance
of Chongqing Iron
& Steel Company
Limited” entered into
between the Company
and Chongqing Wei
Jin Environmental
Technologies Limited
4.08 The conditional “2015 3,640,301 99.56 16,000 0.44 0 0.00
Shares Subscription
Agreement under the
Non-Public Issuance
of Chongqing Iron
& Steel Company
Limited” entered into
between the Company
and Chongqing Yu Kun
Long Metallurgical
Materials Co., Ltd.

– 35 –

For Against Against Abstain Abstain
Resolution Number Number Number
No. Resolution of votes Percentage of votes Percentage of votes Percentage
(%) (%) (%)
5 The resolution in relation 3,640,301 99.56 16,000 0.44 0 0.00
to “the Feasibility
Analysis Report on the
Use of Proceeds from
the Fund Raising under
the Non-Public Issuance
of Shares (A Shares) of
Chongqing Iron & Steel
Company Limited”
6 Profit distribution plan for 3,640,301 99.56 16,000 0.44 0 0.00
the shareholders for the
next three years (2015 –
2017)
7 The resolution in relation 3,640,301 99.56 16,000 0.44 0 0.00
to the submission to the
general meeting for fully
authorising the Board
to deal with relevant
matters related to the
non-public issuance of
shares
8 The resolution in relation 3,640,301 99.56 16,000 0.44 0 0.00
to “the Report on the
Use of Proceeds from
the Previous Fund
Raising of Chongqing
Iron & Steel Company
Limited as of 30 June
2015”

– 36 –

WITNESS OF LAWYERS

Wu Lintao and Li Linglin, lawyers from Beijing Zhonglun (Chongqing) Law Firm (北京市中倫（重慶）律師事務所), witnessed the convening and holding of and voting at the EGM, the 2015 First Class Meeting of A Shareholders and the 2015 First Class Meeting of H Shareholders, and issued the Legal Opinion of Beijing Zhonglun (Chongqing) Law Firm on the 2015 First Extraordinary General Meeting, 2015 First Class Meeting of the A Shareholders and 2015 First Class Meeting of the H Shareholders of Chongqing Iron & Steel Company Limited, certifying that “the convening and holding procedures of the 2015 First Extraordinary General Meeting, 2015 First Class Meeting of the A Shareholders and 2015 First Class Meeting of the H Shareholders of the Company are in compliance with the relevant laws and regulations, regulatory documents and the provisions of the Articles of Association of the Company; the qualifications of the attendees and the convener of these meetings are lawful and valid; and the voting procedures and voting results of these meetings are lawful and valid”.

DOCUMENTS AVAILABLE FOR INSPECTION

  1. Resolutions passed at the 2015 First Extraordinary General Meeting, 2015 First Class Meeting of the A Shareholders and 2015 First Class Meeting of the H Shareholders of Chongqing Iron & Steel Company Limited.

  2. Legal Opinion of Beijing Zhonglun (Chongqing) Law Firm on the 2015 First Extraordinary General Meeting, 2015 First Class Meeting of the A Shareholders and 2015 First Class Meeting of the H Shareholders of Chongqing Iron & Steel Company Limited.

By order of the Board Chongqing Iron and Steel Company Limited You Xiao An Secretary to the Board

Chongqing, the PRC, 4 November 2015

As at the date of this announcement, the Directors of the Company are: Mr. Zhou Hong (Non-executive Director), Mr. Li Ren Sheng (Executive Director), Mr. Zhang Li Quan (Executive Director), Mr. Yao Xiao Hu (Executive Director), Mr. Xu Yi Xiang (Independent Non-executive Director), Mr. Xin Qing Quan (Independent Non-executive Director) and Mr. Wong Chun Wa (Independent Non-executive Director).

– 37 –

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