Xiwang Special Steel : COMPLETION OF DISCLOSEABLE TRANSACTION ALLOTMENT AND ISSUE OF CONSIDERATION SHARES

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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company

XIWANG SPECIAL STEEL COMPANY LIMITED

西王特鋼有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1266)

COMPLETION OF DISCLOSEABLE TRANSACTION

ALLOTMENT AND ISSUE OF CONSIDERATION SHARES

References are made to the 2015 Announcement regarding the Technology Licence and Cooperation Agreement entered into between the Company, IMR and the 1st Batch of IMR Key Personnel and an announcement of the Company dated 16 September 2019 (the "Supplemental Agreement Announcement") regarding the Supplemental Agreement to the Technology Licence and Cooperation Agreement entered into between the Parties.

Unless otherwise defined in this announcement, terms defined in the 2015 Announcement and the Supplemental Agreement Announcement shall have the same meaning when used herein.

COMPLETION AND ISSUE OF CONSIDERATION SHARES

The Board is pleased to announce all the conditions precedent as set out in the Technology Licence and Cooperation Agreement (as amended by the Supplemental Agreement) have been fulfilled and that Completion took place on 20 December 2019.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the Completion, the Company had 2,269,110,999 Shares in issue. Upon the Completion, an aggregate of 100,000,000 Consideration Shares, representing approximately 4.22% of the issued share capital of the Company as at the date of this announcement (as enlarged by the issue of the Consideration Shares), have been duly allotted and issued as fully paid to IMR Subsidiary (as to 49,000,000 Consideration Shares) and 2nd Batch of IMR Key Personnel (as to 51,000,000 Consideration Shares) at the issue price of HK$1.22 per Consideration Share under the General Mandate. Accordingly, immediately after the Completion, there are 2,369,110,999 Shares in issue.

Set out below for illustrative purposes is the shareholding structure of the Company (i) immediately before Completion; and (ii) immediately after Completion.

	Immediately before		Immediately after
	Completion		Completion
	No. of		Approximate		No. of		Approximate
	Shares		per cent. (%)		Shares		per cent. (%)
Controlling shareholder
Xiwang Investment	1,498,000,000	66.02	1,498,000,000	63.23
Public shareholders
IMR Subsidiary	-		-	49,000,000	2.07
2nd Batch of IMR
Key Personnel	-		-	51,000,000	2.15
Other public Shareholders	771,110,999	33.98	771,110,999	32.55
TOTAL
2,269,110,999	100.00	2,369,110,999	100.00

By Order of the Board of

Xiwang Special Steel Company Limited

WANG Di

Chairman

Hong Kong, 20 December 2019

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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 Director:
Mr. WANG Di

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