Maanshan Iron & Steel : Articles of Association

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 323)

Articles of Association

Note : The Articles of Association is drafted in Chinese and English translation is for your reference only. In case of any inconsistencies between the Chinese and the English version, the Chinese version shall prevail.

Contents

Chapter 1	General Provisions ...................................................................................................	2
Chapter 2	Business Objectives and Scope................................................................................	4
Chapter 3	Shares and Registered Capital..................................................................................	4
Chapter 4	Increase, Deduction and Repurchases of Shares ......................................................	5
Chapter 5	Financial Assistance for the Acquisition of Shares of the Company........................	9
Chapter 6	Share Certificates and Register of Shareholders ....................................................	10
Chapter 7	Share Transfer ........................................................................................................	15
Chapter 8	Rights and Obligations of Shareholders.................................................................	16
Chapter 9	Shareholders' General Meetings ............................................................................	19
Chapter 10	Special Procedures for Voting of Class Shareholders ............................................	32
Chapter 11	Board of directors...................................................................................................	34
Chapter 12	Secretary to the Board of directors of the Company ..............................................	48
Chapter 13	General Manager....................................................................................................	50
Chapter 14	Supervisory committee...........................................................................................	51
Chapter 15	Party Organisation..................................................................................................	55
Chapter 16	Qualifications and Obligations of Directors, Supervisors, General Manager and
	other Senior Management Officers of the Company..............................................	55
Chapter 17	Financial and Accounting Systems, Profit Distribution and Internal Audit ...........	63
Chapter 18	Appointment of an Accounting firm ......................................................................	67
Chapter 19	Employment System and Labour Union ................................................................	69
Chapter 20	Merger and Division of the Company....................................................................	70
Chapter 21	Dissolution and Liquidation of the Company ........................................................	72
Chapter 22	Procedure for Amending the Articles of Association .............................................	74
Chapter 23	Resolution of Disputes ...........................................................................................	76
Chapter 24	Supplementary .......................................................................................................	77

Appendices

Order of Meeting for Shareholders' General Meeting of

Maanshan Iron & Steel Company Limited…………………………………………………………77

Order of Meeting for the Board of directors of

Maanshan Iron & Steel Company Limited…………………………………………………………97

Order of Meeting for the Supervisory committee of

Maanshan Iron & Steel Company Limited………………………………………………………103

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Chapter 1 General Provisions

Article 1 The Articles of Association are formulated in accordance with "The Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "The Securities Law of the People's Republic of China" (hereinafter referred to as the Securities Law"), "Special Regulations on Overseas Offerings and Listings of Shares by Joint Stock Limited Companies issued by the State Council" (hereinafter referred to as the "Special Regulations"), "Prerequisite Clauses of the Articles of Association for Companies Seeking Listings Outside the PRC" (hereinafter referred to as the "Prerequisite Clauses"), "Guidelines on the Articles of Association for Listed Companies" (hereinafter referred to as the "Guidelines on the Articles of Association"), "Standards of Corporate Governance for Listed Companies" and other relevant State laws, administrative regulations and regulatory documents, in order to regulate the operation and management of Maanshan Iron & Steel Company Limited (hereinafter referred to as the "Company") and to protect the legitimate rights and interests of the Company and its shareholders.

Pursuant to the approval (Ti Gai Sheng (1993) No. 138) of the State Commission for Economic Reform, the Company was established by way of promotion on 31 August 1993 and obtained a corporate business license (No. 14894785-8) after registration with the Anhui Provincial Administration of Industry and Commerce on 1 September 1993. On 16 May 1994, the Company was granted with the "Certificate of Approval for Foreign-invested Enterprise of the People's Republic of China" by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China. On 30 June 1994, the Company was re-registered as a "Sino-foreign Joint Stock Limited Company" with business license No. 000970. On 17 June 2008, the business license No. was changed to 340000400002545. In December 2015, the business license number was changed to the Uniform Social Credit Code as 91340000610400837Y.

The promoter of the Company was Maanshan Iron & Steel Company (renamed as Maanshan Magang Holding Company and Magang (Group) Holding Company Limited on 1 September 1993 and 18 September 1998, respectively).

Article 2 Registered name of the Company: Maanshan Iron & Steel Company Limited (hereinafter referred to as "Magang").

Article 3 Address of the Company: No.8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the People's Republic of China; Postal Code: 243003.

Article 4 The chairman of the board of directors is the legal representative of the Company.

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Article 5 The Company is a Sino-foreign joint stock limited company which has perpetual existence.

Article 6 The Articles of Association shall, subsequent to the passage by the shareholders' general meeting in the form of a special resolution and approval by the companies examination and approval authority appointed by the State Council and upon the date of registration with the administration for industry and commerce, replace the Articles of Association that the Company has originally registered with the administration for industry and commerce.

From the date of the Articles of Association becoming effective, the Articles of Association constitute a legally binding document regulating the Company's organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders.

Article 7 The Articles of Association are binding on the Company and its shareholders, directors, supervisors, general manager and other senior management officers of the Company. The aforementioned persons may raise any claims relating to the affairs of the Company in accordance with the Articles of Association.

Shareholders may take action against the Company in accordance with the Articles of Association. The Company may take action against its shareholders in accordance with the Articles of Association. Shareholders may take action against each other in accordance with the Articles of Association. Shareholder may take action against the Company's directors, supervisors, general manager and senior management officers in accordance with the Articles of Association.

The actions referred to in the preceding paragraph shall include legal proceedings instituted in courts or the application to arbitration institutions for arbitration.

Article 8 The Company may invest in other enterprises. However, the Company shall not become an investor that assumes joint and several liabilities for the invested enterprise's debts unless it is otherwise stated in the laws.

Article 9 In accordance with the requirements of the Constitution of the Communist Party of China, the Company shall establish an organisation under the Party to carry out the Party's activities. The Company shall provide necessary conditions to facilitate such activities.

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Chapter 2 Business Objectives and Scope

Article 10 The business objective of the Company is to utilise capital in the country and overseas, to develop iron and steel business by means of the enhanced level of technology and management so as to be a world-class iron and steel enterprise, and to obtain the best economic benefits for all shareholders.

Article 11 The Company's scope of business is as follows:

Black metals smelting, pressing, processing, production and marketing; production and marketing of coke and its by products, refractory materials, powers and gas; businesses related to iron and steel industry including pier, warehouse storage, transportation and trading; production and marketing of products further processed from iron and steel products, metallic products; manufacture and installation for steel structure and equipments; vehicles repairing and collection and decomposition of scrap vehicles; construction of housing property and civil engineering, construction installation and construction decoration; technical, advisory and labour services, distribution of imported products.

The Company may, in the light of its developing capacity and for the purpose of its business development, legally adjust its business scope and operational mode, and set up domestic and foreign branches and offices.

Chapter 3 Shares and Registered Capital

Article 12 The Company shall have ordinary shares at all time. The Company may issue other types of shares subject to its needs and the approval of the responsible company approval authority as authorised by the State Council.

Article 13 All the shares issued by the Company shall have nominal value. The nominal value shall be one Renminbi each.

Article 14 Upon the Approval of the securities regulatory authority of the State Council, the Company issue shares to investors inside the PRC and investors outside the PRC.

The aforementioned investors outside the PRC refer to investors in foreign countries, Hong Kong, Macau and Taiwan regions who subscribe for shares of the Company. Investors inside the PRC refer to investors in the PRC, excluding the aforementioned regions, who subscribe for share of the Company.

Article 15 Shares issued by the Company to investors inside the PRC and subscribed for

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