Xiwang Special Steel : COMPLETION OF PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

XIWANG SPECIAL STEEL COMPANY LIMITED

Гˮत፻Ϟࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1266)

COMPLETION OF PLACING OF EXISTING SHARES

AND

TOP-UP SUBSCRIPTION OF NEW SHARES

UNDER GENERAL MANDATE

Reference is made to the announcement of Xiwang Special Steel Company Limited (the "Company") dated 25 January 2018 (the "Announcement") in relation to, among other things, the Top-up Placing and the Top-up Subscription. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated.

The Board is pleased to announce that all conditions set out in the Placing and Subscription Agreement have been fulfilled and the Top-up Placing and the Top-up Subscription were completed on 25 January 2018 and 6 February 2018, respectively.

An aggregate of 151,111,000 Top-up Placing Shares have been successfully placed to not fewer than six Placees who and whose ultimate beneficial owners are not the connected person(s) of the Company and its connected persons at the Top-up Placing Price of HK$1.59 per Top-up Placing Share. No individual Placee is a substantial Shareholder immediately after the completion of the Top-up Placing.

An aggregate of 151,111,000 Top-up Subscription Shares, representing approximately 7.16% of the issued share capital of the Company as at the date of the Announcement and representing approximately 6.68% of the enlarged issued share capital of the Company as at the date of this announcement, have been allotted and issued to the Vendor at the Top-up Subscription Price of HK$1.59 per Top-up Subscription Share. The net proceeds from the Top-up Subscription amounted to approximately HK$235.2 million. The Company intends to utilise the net proceeds from the Top-up Subscription for general working capital.

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The shareholding structures of the Company (i) immediately before the Top-up Placing and the Top-up Subscription; (ii) immediately after the completion of the Top-up Placing but before the completion of the Top-up Subscription; and (iii) as at the date of this announcement are as follows:

Immediately after
Immediately before	completion of the Top-up Placing
the Top-up Placing and	but before the completion of	As at the date of
the Top-up Subscription	the Top-up Subscription	this announcement

Number of	Approximate %	Number of	Approximate %	Number of	Approximate %
Shares	of shareholding	Shares	of shareholding	Shares	of shareholding
The Vendor	1,500,000,000	71.10	1,348,889,000	63.94	1,500,000,000	66.35
Wang Di	6,000,000	0.28	6,000,000	0.28	6,000,000	0.27
Sun Xinhu	1,000,000	0.05	1,000,000	0.05	1,000,000	0.04
Placees under the Top-up Placing	-	0.0	151,111,000	7.16	151,111,000	6.68
Other public Shareholders	602,666,666	28.57	602,666,666	28.57	602,666,666	26.66
Total	2,109,666,666	100.00	2,109,666,666	100.00	2,260,777,666	100.00
Hong Kong, 6 February 2018

By Order of the Board

Xiwang Special Steel Company Limited

Wang Di

Chairman

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors	Independent non-executive Directors
Mr. ZHANG Jian	Mr. LEUNG Shu Sun Sunny
Mr. SUN Xinhu	Mr. LI Bangguang
Ms. LI Hai Xia	Mr. YU Kou
Non-executive Directors
Mr. WANG Di
Mr. WANG Yong
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