PDF《首钢福山资源集团有限公司》

s Republic of China DEFINITIONS C

1 C Independent Non-executive Director(s) the independent non-executive director(s) of the Company Latest Practicable Date

1 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange and any amendments thereto Nomination Committee the nomination committee of the Board Non-executive Director(s) the non-executive director(s) of the Company Remuneration Committee the remuneration committee of the Board SEHK Stock Code on the Stock Exchange SFO Securities and Futures Ordinance (Chapter

571 of the Laws of Hong Kong) Share(s) ordinary share(s) of the Company Shareholder(s) the holder(s) of the Shares Stock Exchange The Stock Exchange of Hong Kong Limited Subsidiary(ies) subsidiary(ies) for the time being of the Company within the meaning of the Companies Ordinance Takeovers Code Code on Takeovers and Mergers % per cent DEFINITIONS C

2 C 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) Directors: Ding Rucai (Chairman) Li Shaofeng (Managing Director) So Kwok Hoo (Deputy Managing Director) Chen Zhaoqiang (Deputy Managing Director) Liu Qingshan (Deputy Managing Director) Leung Shun Sang, Tony (Non-executive Director) Chang Cun (Non-executive Director) Registered Office: 6th Floor Bank of East Asia Harbour View Centre

56 Gloucester Road Wanchai Hong Kong Kee Wah Sze (Independent Non-executive Director) Choi Wai Yin (Independent Non-executive Director) Chan Pat Lam (Independent Non-executive Director) Japhet Sebastian Law (Independent Non-executive Director)

10 April

2019 To the Shareholders Dear Sir or Madam, PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING (1) INTRODUCTION The purpose of this circular is to provide the Shareholders with details regarding the proposals for (i) granting of general mandates to the Directors to issue and buy back Shares;

and (ii) re-election of retiring Directors, and to give the Shareholders notice of the Annual General Meeting. Such proposals will be dealt with at the Annual General Meeting. LETTER FROM THE BOARD C

3 C (2) GENERAL MANDATES TO ISSUE AND BUY BACK SHARES At the Annual General Meeting, separate ordinary resolutions will be proposed to renew the general mandates given to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the total number of Shares in issue at the date of passing of such resolution;

(ii) to buy back Shares not exceeding 10% of the total number of Shares in issue at the date of passing of such resolution;

and (iii) to add the aggregate number of the Shares bought back by the Company to the general mandate to the Directors to allot new Shares of up to 20% of the total number of Shares in issue. The mandates to issue and buy back Shares granted at the

2018 Annual General Meeting will lapse at the conclusion of the Annual General Meeting. Resolutions Nos.

5 to

7 set out in the notice of Annual General Meeting will be proposed at the Annual General Meeting to renew these mandates. With reference to these resolutions, the Directors wish to state that they have no present intention to buy back any Shares or to issue any new Shares pursuant to the relevant mandates. Based on 5,301,837,842 Shares in issue as at the Latest Practicable Date and assuming that there is no change to the number of issued Shares prior to the Annual General Meeting, subject to the passing of the relevant ordinary resolutions to approve the mandate to issue Shares at the Annual General Meeting, the Directors will be authorised to allot and issue up to a limit of 1,060,367,568 Shares under the general mandate to issue Shares. If approved by the Shareholders at the Annual General Meeting, the general mandate to issue Shares will continue in force until the earlier of (i) the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein;