OREANDA-NEWS. January 09, 2013. References are made to the announcements of the Company dated 11 October 2011 and 29 November 2011 and the circulars of the Company dated 3 November 2011 and 2 December 2011 regarding, amongst other things, the 2011 Supply of Materials and Services Agreement, and the announcement of the Company dated 19 December 2011 regarding, amongst other things, the voting results of the 2011 EGM in relation to the resolution regarding the 2011 Supply of Materials and Services Agreement, reported the press-centre of Angang Steel Company.

The resolution regarding the 2011 Supply of Materials and Services Agreement was not approved by the shareholders of the Company in the 2011 EGM. The Company will review the terms of the 2011 Supply of Materials and Services Agreement along with the opinions sought from its Independent Shareholders. Based on such review, the Company will propose to, and negotiate with, Angang Group the 2012 Supply of Materials and Services Agreement. The 2012 EGM will be convened to consider and approve the matters relating to the 2012 Supply of Materials and Services Agreement as soon as practicable thereafter.
Before the 2012 EGM is convened, in order to ensure the Group’s normal production and operation, the Board has approved the Group to continue, in January 2012, certain ongoing transactions under the 2009 Supply of Materials and Services Agreement upon its expiration on 31 December 2011, within certain monetary caps.

Base on the applicable ratios, the ongoing transactions to be carried on in January 2012 within certain monetary caps pursuant to the terms of the 2009 Supply of Materials and Services Agreement are subject to the reporting, annual review and announcement requirements, but are exempt from the Independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

The Company however noted that if, before the 2012 EGM is convened in time to consider and approve the 2012 Supply of Materials and Services Agreement, the Company continues to carry on such transactions beyond the relevant monetary caps, it will then breach the Hong Kong Listing Rules.

The Company will endeavor to convene the 2012 EGM as soon as practicable for the Independent Shareholders to (a) consider and approve the matters relating to the 2012 Supply of Materials and Services Agreement; and (b) ratify the ongoing cross-supply of materials and services to be carried on with Angang Group before the 2012 EGM, including the January 2012 Continuing Connected Transactions.

BACKGROUND INFORMATION
References are made to the announcements of the Company dated 11 October 2011 and 29 November 2011 and the circulars of the Company dated 3 November 2011 and 2 December 2011 regarding, amongst other things, the 2011 Supply of Materials and Services Agreement, and the announcement of the Company dated 19 December 2011 regarding, amongst other things, the voting results of the EGM held on 19 December 2011 in relation to the resolution regarding the 2011 Supply of Materials and Services Agreement.
The resolution regarding the 2011 Supply of Materials and Services Agreement was not approved by the Independent Shareholders at the extraordinary general meeting held on 19 December 2011 (the “2011 EGM”). The Company has commenced to communicate with its Independent Shareholders regarding the reasons for their disapproval. The Company will review the terms of the 2011 Supply of Materials and Services Agreement along with the opinions sought from its Independent Shareholders. Based on such review, the Company will propose to, and negotiate with, Angang Group a revised agreement in respect of the cross-supply of materials and services for the years ending 31 December 2012 and 2013 (the “2012 Supply of Materials and Services Agreement”). An extraordinary general meeting will be convened to consider and approve the matters relating to the 2012 Supply of Materials and Services Agreement as soon as practicable thereafter (the “2012 EGM”).

Before the 2012 EGM is convened, in order to ensure the Group’s normal production and operation, the Board has approved the Group to continue, in January 2012, certain ongoing transactions under the 2009 Supply of Materials and Services Agreement upon its expiration on 31 December 2011, within certain monetary caps (the “January 2012 Continuing Connected Transactions”). Details of the January 2012 Continuing Connected Transactions and the relevant monetary caps are set out below.