THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities of Angang Steel Company Limited* ( ) (the Company ), you should at once hand this circular, together with the form of proxy, 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. (Stock Code: 0347) APPOINTMENT OF EXECUTIVE DIRECTOR AND SUPERVISOR AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 A letter from the Board is set out on pages 1 to 5 of this circular. A notice to convene the EGM of the Company to be held at the Conference Room, Dongshan Hotel, 108 Dongfeng Street, Tie Dong District, Anshan City, Liaoning Province, the PRC, at 2p.m. on Friday, 21 August 2015 is set out on pages 6 to 7 of this circular for your ease of reference. Whether you are able to attend the EGM or not, please complete and return the proxy form in accordance with the instructions printed thereon as soon as possible and in any event not later 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 will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish. If you intend to attend the EGM, you are requested to complete the accompanying reply slip in accordance with the instructions printed thereon and return it to the Secretary Office of the Board on or before 31 July * For identification purpose only 6 July 2015

2 CONTENTS Page DEFINITIONS... ii LETTER FROM THE BOARD I. INTRODUCTION... 1 II. APPOINTMENT OF EXECUTIVE DIRECTOR... 2 III. APPOINTMENT OF SUPERVISOR... 3 IV. THE EGM AND SHAREHOLDERS APPROVAL... 4 V. RECOMMENDATION... 4 VI. RESPONSIBILITY STATEMENT... 5 NOTICE OF EGM... 6 i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: Angang Holding Articles of Association Board Company Director(s) EGM Hong Kong Hong Kong Stock Exchange Listing Rules Anshan Iron & Steel Group Complex* ( ), a wholly-owned subsidiary of Angang Group Company* ( ) and the immediate holding company of the Company, which currently holds approximately 67.29% equity interest in the Company and a major enterprise in the iron and steel industry of the PRC the articles of association of the Company (as amended from time to time) the board of directors of the Company Angang Steel Company Limited* a joint stock limited company incorporated in Anshan, Liaoning Province, the PRC, the H shares of which are listed on the Hong Kong Stock Exchange and the A shares of which are listed on the Shenzhen Stock Exchange the director(s) of the Company the first extraordinary general meeting of the Company for the year of 2015 to be held at the Conference Room, Dongshan Hotel, 108 Dongfeng Street, Tie Dong District, Anshan City, Liaoning Province, the PRC, at 2p.m. on Friday, 21 August 2015, or any adjournment thereof the Hong Kong Special Administrative Region of the People s Republic of China The Stock Exchange of Hong Kong Limited the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Pangang Vanadium & Titanium PRC SFO Pangang Group Vanadium Titanium & Resources Co., Ltd.* ( ), a company incorporated in the PRC with shares listed on the Shenzhen Stock Exchange the People s Republic of China (for the purpose of this circular, excluding Hong Kong and Macau Special Administrative Regions) the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) ii

4 DEFINITIONS Share(s) Shareholder(s) Supervisor(s) Supervisory Committee the ordinary share(s) in the registered share capital of the Company with a par value of RMB1.0 per share, including the H shares listed on the Hong Kong Stock Exchange and the A shares listed on the Shenzhen Stock Exchange the holder(s) of the Company s Shares member(s) of the Supervisory Committee the supervisory committee of the Company iii

5 LETTER FROM THE BOARD (Stock Code: 0347) Executive Directors: Yao Lin Wang Yidong Zhang Lifen Independent Non-executive Directors: Chen Fangzheng Qu Xuanhui Liu Zhengdong Chau Chi Wai, Wilton Registered Office: Production Area of Angang Steel Tiexi District Anshan City, Liaoning Province the PRC Head Office and Principal Place of Business in Hong Kong: 33/F, Edinburgh Tower The Landmark 15 Queen s Road Central Hong Kong 6 July 2015 Dear Shareholders, I. INTRODUCTION The Board refers to the announcement of the Company dated 29 June 2015 in relation to the proposed appointment of (i) Mr. Zhang Jingfan as an executive Director of the Sixth Session of the Board and (ii) Mr. Lin Daqing as the Shareholders representative Supervisor of the Sixth Session of the Supervisory Committee of the Company. The purpose of this circular is to provide you with information which will help you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM in relation to the proposed appointment of (i) Mr. Zhang Jingfan as an executive Director of the Sixth Session of the Board and (ii) Mr. Lin Daqing as the Shareholders representative Supervisor of the Sixth Session of the Supervisory Committee of the Company. * For identification purpose only 1

6 LETTER FROM THE BOARD II. APPOINTMENT OF EXECUTIVE DIRECTOR The Board is pleased to inform the Shareholders that Mr. Zhang Jingfan ( Mr. Zhang ) has been nominated as an executive Director of the Sixth Session of the Board. The biographical details and other relevant information of Mr. Zhang are set out below. Mr. Zhang, born in January 1965, is currently the Chief Accountant of the Company and a professor-level senior accountant. Mr. Zhang graduated from the Harbin Institute of Technology ( ) in 1989 with a bachelor s degree in management, and obtained a MBA degree in business administration from the Northeastern University ( ) in Mr. Zhang joined Angang Holding, the immediate holding company of the Company, in Mr. Zhang has previously worked as the vice-head then head of the budgeting division of the Financial Planning Department of Angang Holding; vice-head then head of the Financial Planning Department of the Company; head of the Financial Affairs Department of Pangang Vanadium & Titanium, a company listed on the Shenzhen Stock Exchange (stock code: ); and then as the vice-general manager, secretary to the board of directors, person-in-charge of financial affairs and manager of the Financial Affairs Department of Pangang Vanadium & Titanium and also concurrently served as a director of Angang Group Financial Company Limited* ( ), Angang Group Hong Kong (Holdings) Limited and Angang Group Investment (Australia) Pty. Ltd. The term of office of Mr. Zhang will commence upon the approval of his appointment by the Shareholders at the EGM and shall expire at the end of the Sixth Session of the Board in The Company will enter into a service contract with Mr. Zhang. The remuneration of Mr. Zhang will be determined by the Board with reference to his responsibilities, the Company s remuneration policy and the prevailing market conditions. As at the date of this circular, Mr. Zhang does not hold any shares of the Company nor have any other interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO. He has not been subject to any public sanction by any statutory or regulatory authority. Save as disclosed in this circular, Mr. Zhang has not held any directorship in any publicly listed company in the past three years and does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined in the Listing Rules) of the Company. Save as disclosed in this circular, there is no other matter concerning the appointment of Mr. Zhang that needs to be brought to the attention of the Shareholders and the Hong Kong Stock Exchange, and there is no other matter which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. 2

7 LETTER FROM THE BOARD III. APPOINTMENT OF SUPERVISOR Mr. Xu Zhiwu has resigned as a Supervisor and the Chairman of the Supervisory Committee due to his intention to devote more time for his other work commitments and engagements. The Supervisory Committee has approved the resignation of Mr. Xu. However, as the resignation of Mr. Xu will result in the number of members of the Supervisory Committee falling below the minimum requirement stipulated under the Company s Articles of Association, his resignation will take effect upon the appointment of a new Supervisor at the EGM. The Board is pleased to inform the Shareholders that Mr. Lin Daqing ( Mr. Lin ) has been nominated by the Supervisory Committee as the Shareholders representative Supervisor of the Sixth Session of the Supervisory Committee. The biographical details and other relevant information of Mr. Lin are set out below. Mr. Lin, born in November 1965, currently holds the positions of deputy secretary to the Communist Party Committee cum secretary of the Committee for Discipline Inspection and chairman of the labor union of Angang Holding, the immediate holding company of the Company. He is a professor-level senior engineer. Mr. Lin graduated from Anshan Institute of Iron and Steel ( ) with a bachelor s degree in steel rolling in 1988, he also obtained a master s degree in metallurgical materials from the Northeastern University ( ) in He joined Angang Holding in 1988 and has previously served as an assistant to the factory manager of Cold Rolling Plant ( ) of Angang Group Company* ( ); deputy factory manager and factory manager of the Wire Plant ( ) of Angang Group Company; an assistant to the general manager of the Company; deputy general manager of the Company; deputy general manager of Angang New Steel Group Limited* ( ); an assistant to the general manager of Angang Holding; a member of standing committee of the Communist Party Committee and deputy general manager of Angang Holding. The term of office of Mr. Lin will commence upon the approval of his appointment by the Shareholders at the EGM and shall expire at the end of the Sixth Session of the Supervisory Committee in The Company will enter into a service contract with Mr. Lin. The remuneration of Mr. Lin will be determined by the Board with reference to his responsibilities, the Company s remuneration policy and the prevailing market conditions. As at the date of this circular, Mr. Lin does not hold any shares of the Company nor have any other interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO. He has not been subject to any public sanction by any statutory or regulatory authority. Save as disclosed in this circular, Mr. Lin has not held any directorship in any publicly listed company in the past three years and does not have any relationship with any Director, senior management, substantial or controlling shareholder (as defined in the Listing Rules) of the Company. 3

8 LETTER FROM THE BOARD Save as disclosed in this circular, there is no other matter concerning the appointment of Mr. Lin that needs to be brought to the attention of the Shareholders and the Hong Kong Stock Exchange, and there is no other matter which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. IV. THE EGM AND SHAREHOLDERS APPROVAL The EGM will be held at 2p.m. on Friday, 21 August 2015 at the Conference Room, Dongshan Hotel, 108 Dongfeng Street, Tiedong District, Anshan City, Liaoning Province, the PRC. The notice convening the EGM is set out on pages 6 to 7 of this circular for your ease of reference. At the EGM, ordinary resolutions will be proposed to approve the appointment of (i) Mr. Zhang Jingfan as an executive Director of the Sixth Session of the Board and (ii) Mr. Lin Daqing as the Shareholders representative Supervisor of the Sixth Session of the Supervisory Committee. Please refer to the announcement of the Company dated 29 June As at the date of this circular, no Shareholder is required to abstain from voting on any of the aforesaid matters to be proposed at the EGM. In order to determine the list of Shareholders who are entitled to attend and vote at the EGM, the register of the H Shareholders of the Company will be closed from Thursday, 23 July 2015 to Friday, 21 August 2015 (both days inclusive), during which period no transfer of Shares will be registered. H Shareholders whose names appear on the register of the H Shareholders of the Company as on Thursday, 23 July 2015 are entitled to attend and vote at the EGM. In order to attend and vote at the EGM, any H shareholder whose transfer has not been registered shall lodge the transfer documents together with the relevant share certificates with the Company s H share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, by no later than 4:30p.m. on Wednesday, 22 July Voting at the EGM will be taken by poll in accordance with the requirements of the Listing Rules. V. RECOMMENDATION The Board believes that the resolutions in relation to the proposed appointment of (i) Mr. Zhang Jingfan as an executive Director of the Sixth Session of the Board and (ii) Mr. Lin Daqing as the Shareholders representative Supervisor of the Sixth Session of the Supervisory Committee are in the best interests of the Company and its Shareholders as a whole, and accordingly recommends the Shareholders to vote in favour of the relevant resolutions at the EGM. 4

9 LETTER FROM THE BOARD 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 document misleading. Yours faithfully, By Order of the Board Yao Lin Executive Director and Chairman of the Board 5

10 NOTICE OF EGM (Stock Code: 0347) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of Angang Steel Company Limited (the Company ) for the year of 2015 (the EGM ) will be held at the Conference Room of Dongshan Hotel, 108 Dongfeng Street, Tiedong District, Anshan City, Liaoning Province, the People s Republic of China, at 2p.m. on Friday, 21 August 2015 for the purpose of considering and, if thought fit, approving the following matters. AS ORDINARY RESOLUTIONS 1. To consider and approve the proposed appointment of Mr. Zhang Jingfan as an executive Director of the Sixth Session of the Board of the Company. 2. To consider and approve the proposed appointment of Mr. Lin Daqing as the Shareholders representative Supervisor of the Sixth Session of the Supervisory Committee of the Company. Please refer to the circular of the Company dated 6 July 2015 for biographical information of Mr. Zhang and Mr. Lin. By Order of the Board ANGANG STEEL COMPANY LIMITED* Yao Lin Executive Director and Chairman of the Board Anshan City, Liaoning Province, the PRC 6 July 2015 As at the date of this notice, the board of directors of the Company (the Board ) comprises the following Directors: Executive Directors: Yao Lin Wang Yidong Zhang Lifen Independent Non-executive Directors: Chen Fangzheng Qu Xuanhui Liu Zhengdong Chau Chi Wai, Wilton * For identification purpose only 6

11 NOTICE OF EGM Notes: (1) In order to determine the list of shareholders who are entitled to attend and vote at the EGM, the register of H shareholders of the Company will be closed from Thursday, 23 July 2015 to Friday, 21 August 2015 (both days inclusive), during which period no transfer of shares will be registered. H shareholders whose names appear on the register of H shareholders of the Company as on Thursday, 23 July 2015 are entitled to attend and vote at the EGM. In order to attend and vote at the EGM, any H shareholder whose transfer has not been registered shall lodge the transfer documents together with the relevant share certificates with the Company s H share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, by no later than 4:30p.m. on Wednesday, 22 July (2) Voting at the EGM will be taken by poll. (3) Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy, each of his proxies may only vote on a poll in respect of the shares actually held by him. (4) The instrument appointing a proxy must be in writing under the hand of the appointer or his/her/its attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified. To be valid, the notarially certified power of attorney, or other documents of authorisation, and the form of proxy must be delivered to the Company s H share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th 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 holding of the EGM or any adjournment thereof. (5) Any shareholder who intends to attend the EGM in person or by proxy shall, for information purposes only, return the reply slip (which will be dispatched to the shareholders together with this notice) to the Secretary Office to the Board on or before 31 July 2015 in person or by hand, post or fax. Failure to return the reply slip will not affect a shareholder s rights to attend the EGM or any adjournment in person. (6) The address and contact details of the Secretary Office to the Board are as follows: Production Area of Angang Steel Tiexi District, Anshan City Liaoning Province The People s Republic of China Post Code: Tel: / Fax: (7) In accordance with the Articles of Association of the Company, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such share at the EGM, and this notice shall be deemed to be given to all joint holders of such share. (8) The EGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM shall produce valid identity documents. 7