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.
(1) DISPOSAL OF ASSETS(2) PROPOSED APPOINTMENT OF DIRECTORS
AND(3) NOTICE OF EGM
A letter from the Board is set out from pages 1 to 8 of this circular.
A notice convening the EGM to be held at 2:00 p.m. on Thursday, 4 December 2014 at No.2 Conference Room, 3/F., the Management Building, No.1 of Gangcheng Avenue, Changshou Economic and Technological Development Zone, Chongqing, the PRC, is set out on pages 11 to 13 of this circular. A form of proxy for use at the EGM is enclosed with this circular. If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by no later than 4:00 p.m. on 14 November 2014.
Shareholders are advised to read the notice. Whether or not you are able to attend the EGM 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 proxy form by holders of domestic shares) at Management Building, No.1 of Gangcheng Avenue, Changshou Economic and Technological Development Zone, Chongqing, the PRC (Postal Code: 401258) or at the
Company’s H share registrar and transfer office, Hong Kong Registrars Limited at Rooms 1712-1716,
17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later 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, or any adjournment thereof, if you so wish.
14 November 2014
— i —
CONTENT
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
APPENDIX — DETAILS OF DIRECTORS PROPOSED
TO BE ELECTED AT EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
— ii —
DEFINITIONS
In this circular, the following expressions have the following meanings, unless the context requires
otherwise:
“Agreement” the Agreement for Acquisition of Land and Appendants Thereon
entered into between the Company and the Land Reserve Centre
on 20 October 2014
“Assets” the assets of the Company to be disposed of under the
Agreement, namely:
1. Buildings (structures)
(A) Buildings
There are 22 buildings recorded in the accounts,
with gross floor area of 46,363.99 square meters,
mainly comprising acid-washing plants, skin-
passing plants, annealing plants and other
supporting facilities, etc.
(B) Structures
There are 27 structures recorded in the accounts,
mainly comprising drainage ditches in the plant,
sewage pipes, revetments of the plant and roads,
etc.
2. Machinery and equipment
Machinery and equipment recorded in the accounts
totalled 586 units (sets), mainly comprising cold-rolling
equipment, rewinding unit, acid-washing equipment and
other ancillary equipment
3. Land use right
The land use right is in relation to the land parcel with
site area of 160,497.40 square meters located at No. 1-1
Qixin West Road, Yanjia, Changshou District
— iii —
DEFINITIONS
“Assets Valuation Report” “Assets Appraisal Report on the Assets Appraisal Project
Involved in the Proposed Acquisition of Assets of Chongqing
iron & Steel Company Limited by the Land Reserve Centre of
Changshou Economic and Technological Development Zone
(Chong Kang Ping Bao Zi (2014) No. 185)” dated 11 October
2014 prepared by the independent valuer, Chongqing Huakang
Asset & Land & Real Estate Valuation Co., Ltd.
“Board” the board of Directors
“Company” Chongqing Iron & Steel Company Limited, a company
incorporated in PRC with limited liability and the shares of
which are listed on the Stock Exchange
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Director(s)” the directors of the Company
“Disposal” the disposal of the Assets by the Company to the Land Reserve
Centre pursuant to the terms and conditions of the Agreement
“EGM” the 2014 first extraordinary general meeting of the Company
to be held at 2:00 p.m. on Thursday, 4 December 2014, at the
No.2 Conference Room, 3/F., the Management Building, No.1
of Gangcheng Avenue, Changshou Economic & Technology
Development Zone, Chongqing, the PRC
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Land Reserve Centre” Land Reserve Centre of Changshou Economic and
Technological Development Zone (長壽區經濟技術開發區土地儲備中心 )
“Latest Practicable Date” 10 November 2014
— iv —
DEFINITIONS
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“PRC” the People’s Republic of China, which, for the purposes of
this circular, does not include Hong Kong, Macao Special
Administrative Region and Taiwan
“RMB” Renminbi, the lawful currency of the PRC
“Shareholder(s)” holders of shares of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“%” per cent
— 1 —
LETTER FROM THE BOARD
Executive Directors: Registered office:
Mr. Li Ren Sheng Management Building
Mr. Zhang Li Quan No.1 of Gangcheng Avenue
Economic & Technological
Non-executive Directors: Development Zone
Mr. Zhu Jian Pai Changshou District
Mr. Zhou Hong Chongqing
Mr. Guan Zhao Hui the PRC
(Postal Code:401258)
Independent Non-executive Directors:
Mr. Zhang Guo Lin
Mr. Liu Tian Ni
Mr. Ran Mao Sheng 14 November 2014
To the Shareholders
Dear Sir or Madam,
(1) DISPOSAL OF ASSETS
(2) PROPOSED APPOINTMENT OF DIRECTORS
AND
(3) NOTICE OF EGM
I. INTRODUCTION
Reference is made to the announcements of the Company dated 21 October 2014 and 22
October 2014 in relation to (i) the Disposal and (ii) the proposed appointment of Directors.
— 2 —
LETTER FROM THE BOARD
The purpose of this circular is to provide you information which will help you make an
informed decision on whether to vote for or against the resolutions to be proposed at the EGM
in relation to the following matters:
(a) the Disposal; and
(b) the proposed appointment of Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin Qing Quan
as Directors.
II. DISPOSAL OF ASSETS
On 20 October 2014, the Company and the Land Reserve Centre entered into the Agreement,
pursuant to which the Company has agreed to transfer the Assets to the Land Reserve Centre for
a consideration of RMB719,589,800.
THE AGREEMENT
Summary of the terms of the Agreement
Date:
20 October 2014
Parties:
(i) the Company
(ii) the Land Reserve Centre
To the best of the Directors’ knowledge, information and belief, having made all reasonable
enquiries, the Land Reserve Centre and its ultimate beneficial owner is a third party independent
of the Company and its connected persons.
— 3 —
LETTER FROM THE BOARD
Subject matter:
Pursuant to the Agreement, the Company agreed to dispose of, and the Land Reserve Centre
agreed to acquire, the Assets.
The Assets were constructed with the funds raised by the Company, therefore the Disposal
should be submitted to the Shareholders’ general meeting and Chongqing State-owned Assets
Supervision and Administration Commission for approval.
Consideration:
The consideration is RMB719,589,800, which is payable by Land Reserve Centre to the
Company in cash. The first installment of RMB100,000,000 shall be paid after the Agreement
takes effect and by 31 December 2014, and the balance of the consideration shall be settled by
30 June 2015.
The consideration was arrived at after arm’s length negotiation between the parties by making
reference to the Assets Valuation Report dated 11 October 2014 prepared by the independent
valuer, Chongqing Huakang Asset & Land & Real Estate Valuation Co., Ltd. The appraised
value of the Assets as at 31 August 2014 under cost approach was RMB686,559,600.
On the basis of the appraisal results of the Assets Valuation Report as filed and confirmed by
Chongqing State-owned Assets Supervision and Administration Commission, both parties agreed
that the acquisition price of the Assets shall be RMB719,589,800, including land acquisition
price of RMB133,373,300, buildings (structures) acquisition price of RMB254,955,500,
machinery and equipment acquisition price of RMB298,230,800 and other compensations (or
reward) of RMB33,030,200.
For details, please refer to the full text of the Assets Valuation Report published on the website
of the Shanghai Stock Exchange (http://www.sse.com.cn) on 21 October 2014 and the website
of the Stock Exchange (http://www.hkexnews.hk) (Chinese only) on 20 October 2014.
— 4 —
LETTER FROM THE BOARD
Completion
Within 10 working days after the Agreement takes effect, the Company shall deliver machinery
and equipment and other tangible assets among the Assets to the Land Reserve Centre after on-
site confirmation by the parties.
After the Agreement takes effect, the Company shall actively cooperate with the Land Reserve
Centre to complete the transfer procedures of immovable assets by 30 June 2015 the latest.
INFORMATION OF THE ASSETS
As approved by the Notification of Approval for the Initial Public Offerings of Chongqing Iron
& Steel Company Limited (Zheng Jian Fa Xing Zi [2007] No. 23) issued by China Securities
Regulatory Commission on 29 January 2007, the Company was approved to issue 350,000,000
RMB-dominated ordinary shares (A shares) to the domestic public at an offer price of RMB2.88.
Total funds raised from this issue as paid up in RMB amounted to RMB1,008,000,000.
Excluding the issuance expense of RMB39,949,500, the net proceeds totalled RMB968,050,500.
The said funds were fully paid up on 7 February 2007 and verified by Ernst & Young Da Hua
which issued the capital verification report (An Yong Da Hua Ye Zi [2007] No. 129).
The Assets were invested and constructed with the funds raised by the Company. Pursuant to
the relevant prospectus, the construction costs of the early stage were settled with the funds
raised. The funds used for the cold-rolled sheet plant amounted to RMB 452,000,000 which had
been used in accordance with the relevant prospectus. The cold-rolling strip steel rolling mill
used by the cold-rolled sheet plant is a complete set of cold rolling equipment built in the period
from 1995 to 1998 as disposed in the bankruptcy of Enron Corporation: push-pull chlorohydric
acid pickling line, 1# reversible cold rolling unit, hydrogen annealing furnace, and four-high
skin pass mill; new supporting domestic equipment include: 2# reversible cold rolling unit,
continuous galvanizing unit, hydrogen annealing furnace, rewinding unit, crosscutting unit, etc.
The Assets involved in the transaction have been completed and put into production in 2005.
The audited profit attributable to the Assets for the year of 2012 and 2013 are -RMB44,500,000
and -RMB38,510,000 respectively and the unaudited profit attributable to the Assets for the first
eight months of 2014 is –RMB21,290,000.
— 5 —
LETTER FROM THE BOARD
REASONS FOR AND BENEFITS OF THE DISPOSAL
The Disposal is beneficial to optimising the Company’s resource allocation, and relieving
the Company’s financial pressure. The proceeds from the Disposal will be used to replenish
working capital. The Disposal has no adverse impact on the normal production and operation
of the Company and is in line with the long term development plan of the Company and in the
interests of all Shareholders and the Company.
The Directors are of the view that the terms of the Agreement including the consideration are on
normal commercial terms, and are fair and reasonable and in the interests of the Shareholders as
a whole.
POSSIBLE FINANCIAL EFFECTS OF THE DISPOSAL
It is estimated that the Company will realise a gain from the Disposal of approximately
RMB350,000,000 (after tax) on a consolidated basis, being the difference between the
consideration for the Disposal and the net asset value of the Assets of approximately
RMB270,000,000 and the tax of approximately RMB106,000,000.
It is expected that the net proceeds from the Disposal (after deducting all relevant fees and
expenses) will be used for general working capital of the Company.
INFORMATION OF THE PARTIES
The Company is principally engaged in the manufacture and sale of steel products such as
medium-gauge steel plates, steel sections and wire rods.
The Land Reserve Centre is a PRC entity responsible for implementing acquisition, reclamation,
reserve, transfer, and other specific works of the land in the economic and technological
development zone in Chongqing.
— 6 —
LETTER FROM THE BOARD
GENERAL
As the applicable percentage ratios (as defined in the Listing Rules) of the Disposal exceed 5%
but are less than 25%, the Disposal constitutes a discloseable transaction of the Company under
Chapter 14 of the Listing Rules.
According to the legal requirement under PRC laws, the Disposal involves assets invested
with proceeds from fundraising project and is therefore subject to Shareholders’ approval
(notwithstanding the Disposal is exempted from Shareholders’ approval requirement under
Chapter 14 of the Listing Rules).
III. PROPOSED APPOINTMENT OF DIRECTORS
On 8 July 2014, the Board received a written resignation from Mr. Zhang Guo Lin and Mr.
Ran Mao Sheng, independent non-executive Directors of the Company, to the effect that Mr.
Zhang Guo Lin would resign from the positions as an independent non-executive Director, the
chairman of the salary and remuneration review committee, a member of the audit committee
and a member of the strategic committee of the Company; and Mr. Ren Mao Sheng would
resign from the positions as an independent non-executive Director, the chairman of the audit
committee, a member of the salary and remuneration review committee and a member of the
nomination committee of the Company.
Following the resignation of Mr. Zhang Guo Lin and Mr. Ran Mao Sheng as independent
non-executive Directors, there would only be one independent non-executive Director in the
Board, which would fall below the requisite quorum under relevant regulations, namely one-
third of the Board. As such, according to “Guidance regarding the establishment of independent
non-executive Director system in listed companies” issued by China Securities Regulatory
Commission and the Articles of Association of the Company, the resignation application will
take effect since new independent non-executive Directors are elected at the Shareholders’
general meeting of the Company to fill up the vacancy.
On 22 September 2014, the Board received a written resignation from Mr. Guan Zhao Hui,
director of the Company, to the effect that Mr. Guan Zhao Hui would resign from the positions
as a Director, a member of strategic committee and the deputy general manager of the Company
as well as other relevant positions.
— 7 —
LETTER FROM THE BOARD
Since Mr. Zhang Guo Lin and Mr. Ran Mao Sheng, independent non-executive Directors of
the Company, have tendered their resignation to the Company on 8 July 2014, the resignation
of Mr. Guan Zhao Hui will cause the number of Directors of the Company falling below the
requisite quorum, namely two-third of the number of Directors as required in the Articles of
Association (i.e. six Directors). As such, according to the relevant requirements under the laws,
regulations and the Articles of Association, Mr. Guan Zhao Hui will continue to perform his
duties as a Director until a new Director is elected and assumes his position.
In order to fill up the vacancies, Mr. Yao Xiao Hu is nominated as candidate for executive
Director and Mr. Xu Yi Xiang and Mr. Xin Qing Quan are nominated as candidates for
independent non-executive Directors of the sixth session of the Board of the Company. The
nomination of all the Director candidates was considered and approved at the Board meeting
held on 20 October 2014.
Information on the Director candidates are set out in the appendix to this circular.
IV. RECOMMENDATION
The Directors believe that the proposals for the Disposal and election of the Directors are in
the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors
recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the
EGM as set out in the notice thereof.
V. EGM
A notice of the EGM to be held at 2:00 p.m. on 4 December 2014, Thursday at No. 2
Conference Room, 3/F., the Management Building, No. 1 of Gangcheng Avenue, Economic &
Technological Development Zone, Changshou District, Chongqing, the PRC, at which relevant
resolutions will be proposed to approve the Disposal and the proposed appointment of Directors
is set out on page 11 to 13 of this circular.
— 8 —
LETTER FROM THE BOARD
The proxy form for use at the EGM is enclosed with this circular. Whether or not you are able
to attend the EGM, you are requested to complete the accompanying proxy form in accordance
with the instructions printed thereon and return the same to the Company’s branch share
registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, 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 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 or any adjourned meeting should you so desire. Voting at the EGM
will be taken by poll in accordance with the Listing Rules.
VI. RESPONSIBILITY STATEMENT
This circular, for which the directors of the Company collectively and individually accept full
responsibility, includes particulars given in compliance with the Listing Rules for the purpose
of giving information with regard to the Company. The Directors, having made all reasonable
enquiries, confirm that to the best of their knowledge and belief the information contained in
this circular is accurate and complete in all material respects and not misleading or deceptive,
and there are no other matters the omission of which would make any statement herein or this
circular misleading.
VII. ADDITIONAL INFORMATION
Additional information is also set out in the appendix of this circular for your information.
By Order of the Board
Chongqing Iron & Steel Company Limited
You Xiao An
Secretary to the Board
— 9 —
APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AT EGM
Mr. Yao Xiao Hu, aged 48, is the deputy general manager of the Company. Mr. Yao graduated from
the School of Automation in Chongqing University, majored in control engineering and obtained a
master’s degree in engineering. He is a senior engineer. Mr. Yao joined the Chongqing Iron & Steel
(Group) Company Limited in 1987, and has successively served as the head of mechanics division
and the deputy manager of the coking plant, the deputy chief and chief of mechanics division, and the
director of equipment department of the Company.
Mr. Xu Yi Xiang, aged 40, is a professor in the School of Economics of Southwest University of
Political Science and Law and a doctoral tutor. He is the deputy director of the Research Centre of the
Law of Mineral and Resources (礦產資源法研究中心 ) of Southwest University of Political Science
and Law, and concurrently served as a part-time lawyer in Chongqing Damei Law Firm (重慶達美律師事務所 ) as well as an arbitrator of Hainan Arbitration Commission. Mr. Xu graduated from The
Eberhard Karls Universitat Tubingen of Germany, and obtained a PhD in Law. He is engaged in the
research and practical works of the economic and environmental protection laws and policies for a
long time, and has hosted various national and other level research projects. His academic papers have
been published in several domestic and foreign renowned academic journals. Mr. Xu has extensive
experience in corporation, security laws and practical operations.
Mr. Xin Qing Quan, aged 39, is a professor of accounting and a doctoral tutor in the School of
Economics and Business Administration of Chongqing University, a special researcher of Chinese
Government Auditing Research Center (中國政府審計研究中心 ), a senior assistant researcher in the
Department of Finance and Insurance of Lingnan University in Hong Kong and an external director of
Chongqing International Consultation Investment Group (重慶國際諮詢投資集團 ). Mr. Xin graduated
from Zhongshan University with a doctoral degree in accounting. He is mainly engaged in the research
of financial accounting and corporate management. Mr. Xin has published academic dissertations in
several domestic and foreign renowned academic journals.
Subject to the approvals for appointment of Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin
Qing Quan at the EGM, they will respectively enter into a service contract with the Company and
their remuneration will be determined by the Board based on the results of the Company, personal
contribution and the results of performance appraisal conducted by the remuneration and appraisal
committee of the Company.
— 10 —
APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE ELECTED AT EGM
The term of office of Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin Qing Quan will respectively
commence from the date on which approvals for each of their appointment by the Shareholders are
obtained at the EGM and shall last until the end of the sixth session of the Board. Save as disclosed
above, as at the Latest Practicable Date, Mr. Yao Xiao Hu, Mr. Xu Yi Xiang and Mr. Xin Qing Quan
did not hold any other directorships in other listed companies in the past three years and they (i) are
not related to any directors, supervisors, senior management or substantial or controlling shareholders
of the Company; (ii) are not interested in any shares of the Company within the meaning of Part XV
of the Securities and Futures Ordinance; and (iii) do not hold any other position with the Company or
any of its subsidiaries.
As at the Latest Practicable Date, no other information relating to the election and appointment of
the above-mentioned candidates is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of
the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the
attention of the Shareholders.
— 11 —
NOTICE OF EGM
NOTICE OF 2014 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2014 First Extraordinary General Meeting (“EGM”) of
Chongqing Iron & Steel Company Limited (the “Company”) will be held at 2:00 p.m. on Thursday,
4 December 2014 at the No.2 Conference Room, 3/F., the Management Building, No.1 of Gangcheng
Avenue, Economic & Technological Development Zone, Changshou District, Chongqing, the PRC for
the purpose of considering and, if thought fit, passing the following resolutions of the Company.
ORDINARY RESOLUTIONS:
1. Resolution in relation to the disposal of the land, appendants thereon and all other assets of the
cold-rolled sheet plant of the Company to the Land Reserve Centre of Changshou Economic and
Technological Development Zone of Chongqing City.
2. Resolution in relation to the election of Mr. Yao Xiaohu as a director of the Company, to hold
office from the date of approval at the general meeting until the expiry of the sixth session of
the board of directors of the Company.
3. Resolution in relation to the election of Mr. Xu Yixiang and Mr. Xin Qingquan as independent
non-executive directors of the Company by cumulative voting, to hold office from the date of
approval at the general meeting until the expiry of the sixth session of the board of directors
of the Company (the resolution is subject to the review without objection of Shanghai Stock
Exchange).
3.1 Resolution in relation to the election of Mr. Xu Yixiang as an independent non-executive
directors of the Company by cumulative voting, to hold office from the date of approval
at the general meeting until the expiry of the sixth session of the board of directors of the
Company;
— 12 —
NOTICE OF EGM
3.2 Resolution in relation to the election of Mr. Xin Qingquan as an independent non-
executive directors of the Company by cumulative voting, to hold office from the date
of approval at the general meeting until the expiry of the sixth session of the board of
directors of the Company.
By order of the Board
Chongqing Iron & Steel Company Limited
You Xiao An
Secretary to the Board
Chongqing, the PRC, 21 October 2014
As at the date of this announcement, the Directors of the Company are: Mr. Zhu Jian Pai (Non-
executive Director), Mr. Zhou Hong (Non-executive Director), Mr. Li Ren Sheng (Executive Director),
Mr. Guan Zhao Hui, (Executive Director), Mr. Zhang Li Quan (Executive Director), Mr. Zhang Guo
Lin (Independent Non-executive Director), Mr. Liu Tian Ni (Independent Non-executive Director) and
Mr. Ran Mao Sheng (Independent Non-executive Director).
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 3 November 2014 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
1. Shareholders intending to attend the EGM are required to deposit the written reply slip with the Company by 4:00 p.m. on 14 November 2014.
2. Register of members of the Company will be closed from 3 November 2014 to 4 December 2014 (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, by 4:30 p.m. on 31 October 2014.
— 13 —
NOTICE OF EGM
III. Proxies
1. Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies (whether he is a shareholder or not) to attend and vote at the meeting on his behalf. Each shareholder (or his proxy) shall have one vote for each share held.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing. If the proxy form is signed by a person authorized by the appointor, the power of attorney or other authority shall be notarized. The notarized power of attorney or other authority together with the proxy form must be lodged with the 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 2:00 a.m. on 3 December 2014.
3. For the shareholders appointing more than one proxy, the voting right can only be exercised when a poll is taken.
IV. Miscellaneous
1. Shareholders attending the EGM shall be responsible for their own travel and accommodation expenses.
2. Information may be dispatched by hand or registered post.
3. Address of Hong Kong Registrars Limited:
Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
4. Office of Secretary to the Board of Chongqing Iron & Steel Company Limited
Address: Management Building, No.1 of Gangcheng Avenue, Economic & Technological Development Zone, Changshou District, Chongqing, the PRCPostal Code: 401258Tel: (86) 23 6898 3482Fax: (86) 23 6887 3189Contact Person: Peng Guoju/Ji Hong