PDF《首钢福山资源集团有限公司》

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shougang Fushan Resources Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. 首钢福山资源集团有限公司SHOUGANG FUSHAN RESOURCES GROUP LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 639) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING A notice of annual general meeting of Shougang Fushan Resources Group Limited to be held at 10:30 a.m. on Thursday,

16 May

2019 at Empire Grand Room, 1st Floor, The Empire Hotel Hong Kong,

33 Hennessy Road, Wan Chai, Hong Kong is set out on pages

14 to

17 of this circular. Whether or not you are able to attend the meeting, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre,

183 Queen'

s Road East, Hong Kong as soon as practicable and in any event not later than

48 hours before the time appointed for holding the meeting (i.e., at or before 10:30 a.m. on Tuesday,

14 May

2019 (Hong Kong time)), or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

10 April

2019 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Page DEFINITIONS

1 LETTER FROM THE BOARD

3 APPENDIX 1: EXPLANATORY STATEMENT

7 APPENDIX 2: DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

10 NOTICE OF ANNUAL GENERAL MEETING

14 CONTENTS C i C In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

2018 Annual General Meeting the annual general meeting of the Company held on

18 May

2018 Annual General Meeting the annual general meeting of the Company to be held at 10:30 a.m. on Thursday,

16 May

2019 at Empire Grand Room, 1st Floor, The Empire Hotel Hong Kong,

33 Hennessy Road, Wan Chai, Hong Kong or any adjournment thereof Audit Committee the audit committee of the Board Board the board of Directors Board Committees Committees of the Board, including Executive Committee, Audit Committee, Nomination Committee and Remuneration Committee close associate(s) has the same meaning as ascribed to it under the Listing Rules Companies Ordinance the Companies Ordinance (Chapter

622 of the Laws of Hong Kong), as amended from time to time Company Shougang Fushan Resources Group Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange controlling shareholder has the same meaning as ascribed to it under the Listing Rules core connected person has the same meaning as ascribed to it under the Listing Rules Director(s) the director(s) of the Company Executive Committee the executive committee of the Board Executive Director(s) the executive director(s) of the Company HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People'