OREANDA-NEWS. February 06, 2013. Reference is made to the announcements of Angang Steel Company Limited (the “Company”) dated 20 November 2012 and 7 December 2012, the circular (the “Circular”) despatched to the Shareholders on 18 December 2012, and the notice of extraordinary general meeting (the “EGM Notice”) despatched to the Shareholders on 18 December 2012. Unless otherwise defined, capitalised terms used herein shall have the same meanings as ascribed to them in the Circular.

The EGM was held at the Conference Room of Dongshan Hotel, 108 Dong Feng Street, Tie Dong District, Anshan City, Liaoning Province. The EGM was chaired by Mr. Yang Hua, the vice chairman to the Board. The EGM was convened, and all the proposed resolutions were approved, in compliance with Company Law and other applicable laws and regulations of the PRC and the articles of association of the Company (the “Articles of Association”).

ATTENDANCE AT THE EGM
A total of 33 Shareholders or their proxies, holding an aggregate of 5,079,777,513 Shares, which represented approximately 70.213% of the total number of Shares carrying voting rights, have attended the EGM (in person or through the online voting system of Shenzhen Securities Information Co., Ltd.). Of such 33 Shareholders, 32 were holders of A Shares, holding an aggregate of 4,909,280,517 Shares, which represented approximately 67.856% of the total number of Shares carrying voting rights, while one was a holder of H Shares, holding an aggregate of 170,496,996 Shares, which represented approximately 2.357% of the total number of Shares carrying voting rights. Among the 32 A Shareholders, 28 attended the EGM through the online voting system of Shenzhen Securities Information Co., Ltd., representing 24,778,779 Shares or approximately 0.342% of the total number of Shares carrying voting rights. In pursuant to the Listing Rules, Anshan Iron and Steel Group and its associates abstained from voting on the ordinary resolutions in relation to the Assets Exchange Agreement, the Share Transfer Agreement and the Entrustment Agreement proposed at the EGM.

RESULTS OF THE EGM
The Board is pleased to announce that all proposed resolutions as set out in the EGM Notice have been duly approved by way of poll. The poll results in respect of each of the resolutions proposed at the EGM are set out below:

ORDINARY RESOLUTIONS
Resolution in relation to the Assets Exchange Agreement
1. “THAT the Assets Exchange Agreement and the transactions contemplated thereunder be and are hereby approved, and the Directors of the Company be authorised to do such further acts and things and execute further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the Assets Exchange Agreement.”

2. “THAT the Share Transfer Agreement and the transactions contemplated thereunder be and are hereby approved, and the Directors of the Company be authorised to do such further acts and things and execute further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the Share Transfer Agreement.”

Resolution in relation to the Entrustment Agreement

3. “THAT the Entrustment Agreement, the transactions contemplated thereunder and the proposed annual monetary caps of such transactions for the years ending 31 December 2013, 2014 and 2015 be and are hereby approved, and the Directors of the Company be authorised to do such further acts and things and execute further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the Entrustment Agreement.”

SPECIAL RESOLUTION
Resolution in relation to the proposed amendments to the Articles of Association

4. To consider and approve the proposed amendments to the Articles of Association of the Company as set out in the EGM Notice.

SCRUTINY OF VOTE-COUNTING AND LEGAL OPINION
According to the requirements of the Listing Rules, RSM China (special general partnership) acted as the scrutineer of the EGM and reviewed the counting of the votes at the EGM.
King & Wood, the legal advisers to the Company on PRC laws, attended the EGM and issued legal opinions that (i) the convening and holding procedures adopted for the EGM are in compliance with the relevant laws, administrative regulations and regulatory documents such as the Company Law, Securities Law and Rules of Procedures of General Meetings, and the Articles of Association; (ii) the qualifications of the attendees and convener present at the EGM are legal and valid; and (iii) the voting procedures and poll results of the EGM are legal and valid.