Maanshan Iron & Steel : Announcement on Resolutions Passed at the 2018 Second Extraordinary General Meeting

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(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00323)

ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE 2018 SECOND EXTRAORDINARY GENERAL MEETING

Important Notes:

• • Resolution voted down at the 2018 second extraordinary general meeting (the "EGM"):

None

The 2018 second extraordinary general meeting of Maanshan Iron & Steel Company Limited ("the Company") was held at the Magang Office Building, No. 8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the People's Republic of China (the "PRC") at 1:30 p.m. on Wednesday, 21

November 2018. All the resolutions listed in the Notice of 2018 Second Extraordinary General Meeting dated 28 September 2018 were approved.

A. Convocation and Attendance of the EGM

• a) Date of the EGM: 21 November 2018

• b) Venue of the EGM: Magang Office Building, No.8 Jiu Hua Xi Road, Maanshan City

• c) Details of holders of ordinary shares and holders of preference shares with restored voting rights and their shareholdings present at the EGM.

1. Total number of shareholders attending either in person or by proxy	106
Among which: Number of holders of A shares	105
Number of holders of overseas listed foreign shares (H shares)	1
2. Total number of shares with voting rights held by shareholders present at the EGM (shares)	4,442,746,588
Among which: Total number of shares held by holders of A shares	3,697,803,171
Total number of shares held by holders of overseas listed foreign shares (H shares)	744,943,417
3. Percentage of shares with voting rights held by holders present at the EGM to total number of shares with voting rights of the Company (%)	57.69
Among which: Shares held by holders of A shares to total number of shares (%)	48.02
Shares held by holders of overseas listed foreign shares to total number of shares (%)	9.67

• d) Voting was held in compliance with stipulations of the Company Law of the People's Republic of China and the Articles of Association of the Company. The EGM was presided over by Mr. Ding Yi, the chairman of the Company.

• e) Directors, supervisors and senior management members present at the EGM

1. Five out of seven current directors of the Company were present at the EGM; Mr. ZhangWenyang, executive director, and Ms. Zhu Shaofang, independent non-executive director, were unable to attend the EGM due to business engagement;

• 2. Five out of five current supervisors of the Company were present at the EGM;

• 3. Ms. He Hongyun, secretary to the Board, attended the EGM. Mr. Tian Jun, senior management member, was present at the EGM as observer. Mr. Chen Yi and Ms. Wang Fan from Beijing Zhonglun (Shanghai) Law Firm, lawyers appointed by the Company, attended the EGM. Da Hua Certified Public Accountants (Special General Partnership) Anhui Branch acted as the scrutineer of the EGM, and Mr. Chen Long represented the institute and was present at the EGM.

• B. Deliberation of the Resolutions a) Resolutions for non-cumulative voting

1. Resolution: To consider and approve the Supplementary Continuing Connected

Transactions Agreement entered into between the Company and Magang (Group) Holding Company Limited, so as to update the 2018 proposed annual caps under the 2016-2018 Continuing Connected Transactions Agreement entered into between the Company and it on 10 September 2015

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

2. Resolution: To consider and approve the Supplementary Energy Saving and

Environmental Protection Agreement entered into between the Company and Anhui Xinchuang Energy Saving and Environmental Protection Science & Technology Co., Ltd., so as to update the 2018 proposed annual caps under the 2016-2018 Energy Saving and Environmental Protection Agreement entered into between the Company and it on 10 September 2015

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

3. Resolution: To consider and approve the transactions contemplated under the 2019-2021

Sale and Purchase of Ore Agreement entered into between the Company and Magang (Group) Holding Company Limited and the relevant proposed annual caps

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

4. Resolution: To consider and approve the transactions contemplated under the 2019-2021

Energy Saving and Environmental Protection Agreement entered into between the Company and Anhui Xinchuang Energy Saving and Environmental Protection Science & Technology Co., Ltd. and the relevant proposed annual caps

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

5. Resolution: To consider and approve the transactions contemplated under the 2019-2021

Continuing Connected Transactions Agreement entered into between the Company and Magang (Group) Holding Company Limited and the relevant proposed annual caps

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

6. Resolution: To consider and approve the loan services transactions contemplated under the 2019-2021 Financial Services Agreement entered into between Magang Group Finance Co. Ltd. and Magang (Group) Holding Company Limited and the relevant proposed annual caps

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	154,439,775	85.78	25,596,534	14.22
H shareholders	331,773,128	45.89	391,236,289	54.11
Total number of ordinary shares:	486,212,903	53.84	416,832,823	46.16

7. Resolution: To consider and approve the Share Transfer Agreement of Ma Steel Scrap Steel Co., Ltd.

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

8. Resolution: To consider and approve the Capital Increase Agreement of Anhui Ma Steel K. Wah New Building Materials Co., Ltd.

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

9. Resolution: To consider and approve the Capital Increase Agreement of Anhui Ma Steel Chemical Energy Technology Co., Ltd.

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

10. Resolution: To consider and approve the transactions contemplated under the 2019-2021

Continuing Connected Transactions Agreement entered into between the Company and Ma Steel Scrap Steel Co., Ltd. and the relevant proposed annual caps

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

11. Resolution: To consider and approve the transactions contemplated under the 2019-2021

Continuing Connected Transactions Agreement entered into between the Company and Anhui Ma Steel K. Wah New Building Materials Co., Ltd. and the relevant proposed annual caps

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

12. Resolution: To consider and approve the transactions contemplated under the 2019-2021

Continuing Connected Transactions Agreement entered into between the Company and Anhui Ma Steel Chemical Energy Technology Co., Ltd. and the relevant proposed annual caps

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	191,297,115	99.98	38,600	0.02
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	936,240,532	100.00	38,600	0.00

13. Resolution: To consider and approve the Company's 2018 interim profit distribution plan

Result: Approved

Voting results:

Type of shareholders	For		Against
	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shareholders	3,697,764,571	100.00	38,600	0.00
H shareholders	744,943,417	100.00	0	0.00
Total number of ordinary shares:	4,442,707,988	100.00	38,600	0.00

b) Voting details on material issues by shareholders holding less than 5% interests

Serial number of resolution	Resolution	For		Against
		Number of votes	Percenta ge (%)	Number of votes	Percentage (%)
1	To consider and approve the Supplementary Continuing Connected Transactions Agreement entered into between the Company and Magang (Group) Holding	191,297,115	99.9798	38,600	0.0202