OREANDA-NEWS. April 28, 2011. Reference is made to the circular (the “Circular”) of Chongqing Iron & Steel Company Limited (the “Company”) to its shareholders in relation to the continuing connected transactions. Terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise, reported the press-centre of Chongqing Iron & Steel Company.

VOTING RESULTS OF 2011 SECOND EXTRAORDINARY GENERAL MEETING
The 2011 second extraordinary general meeting (the “EGM”) of the Company was held at the o. 3 Conference Room of the Company at No. 30 Gangtie Road, Dadukou District, Chongqing, the PRC, for the purpose of voting on the ordinary resolution (the “Resolution”) as set out in the notice of 2011 second extraordinary general meeting (the “Notice”).

The board of directors is pleased to announce that the Resolution has been passed by the independent shareholders and the voting results of relevant Resolution are as follows:

THAT: (a) to consider and approve the New Service and Supply Agreement (including the Annual Caps) and the transactions contemplated thereunder; (b) to authorise any one or more of the Directors to sign, seal, execute, perfect, deliver all such documents and to do all such things and acts as he/they may in his/their discretion consider necessary, expedient or desirable to effect the transactions contemplated under the New Service and Supply Agreement, variation or modification of the terms and conditions of the New Service and Supply Agreement upon such terms and condition as he/they may think fit.

Under Article 115 of the Articles of Association, connected shareholder Chongqing Iron & Steel (Group) Company Limited, which holds 835,800,000 shares of the Company, did not vote on Resolution No. 1 at the EGM and accordingly the shares carrying voting rights represented by it were not taken into account in the calculation of total number of valid votes. As more than 50% of the votes were cast in favour of Resolution No. 1, such Resolution was passed as ordinary resolution. For details of the Resolution, please refer to the Circular and Notice in relation to continuing connected transactions dated 21 February 2011.

CONVENING AND ATTENDANCE
As at the date of EGM, the Company had a total of 1,733,127,200 shares in issue, of which 1,195,000,000 shares were Renminbi denominated ordinary shares (“A shares”) listed domestically, representing 68.95% of the total shares of the Company, and 538,127,200 shares were overseas listed foreign shares (“H shares”), representing 31.05% of the total shares of the Company. Shareholders entitled to attend and vote for or against the Resolution at the EGM represented 29,632,957 shares.

Shareholders entitled to attend the EGM but can only vote against the Resolution represented 0 share. 3 shareholders (or proxies) were present at the EGM, holding an aggregate of 865,432,957 shares of the Company which represented 49.93% of the total number of shares of the Company. Out of the shareholders (or proxies) present, 2 were holders (or proxies) of the A shares holding an aggregate of 835,938,300 shares which represented 48.23% of the total number of shares of the Company and one was the holder (or proxy) of the H shares holding an aggregate of 29,494,657 shares which represented 1.70% of the total number of shares of the Company.

The EGM was convened by the Board of the Company and chaired by Mr. Deng Qiang, the Chairman. The Company currently has 9 Directors, and 6 of them were present at the EGM. Independent Non-executive Directors Mr. Liu Xing and Mr. Liu Tian Ni, and Director Mr. Chen Hong were unable to attend the EGM in person due to other business engagements.

The Company currently has 5 Supervisors, and 5 of them were present at the EGM. Mr. You Xiao An, Secretary to the Board of the Company, attended the EGM. Mr. Guan Zhao Hui, vice general manager of the Company, and Ms. Gong Jun, head responsible for financial affairs of the Company, attended the EGM as non-voting participants.

Hong Kong Registrars Limited, the share registrar of the Company’s H shares, was appointed as the scrutineer for the vote-taking at the EGM. The EGM was witnessed by Chen Xiaoping and Xiong Li, lawyers from Chongqing Office, Beijing Kaiwen Law Firm, the legal advisor of the Company in the PRC.