PROPOSED ISSUE OF HK$1,850,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2023 CONVERTIBLE INTO ORDINARY H SHARES OF ANGANG STEEL COMPANY LIMITED

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1 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. 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. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to registration requirements of the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States. (Stock Code: 0347) PROPOSED ISSUE OF HK$1,850,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2023 CONVERTIBLE INTO ORDINARY H SHARES OF ANGANG STEEL COMPANY LIMITED Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager 1

2 References are made to the announcements of Angang Steel Company Limited* (the Company ) dated 8 May 2017 and 20 October 2017 in relation to the proposed issue of convertible bonds under general mandate. On 10 May 2018 (after trading hours), the Company and the Sole Lead Manager entered into the Subscription Agreement, pursuant to which and subject to certain conditions contained therein, the Company agreed to issue, and the Sole Lead Manager agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Bonds in a principal amount of HK$1,850,000,000. The Bonds are convertible in the circumstances set out in the Terms and Conditions into H Shares at an initial Conversion Price of HK$9.54 per H Share (subject to adjustments). The initial Conversion Price represents (i) a premium of approximately 15.1% over the last closing price of HK$8.29 per H Share as quoted on the Hong Kong Stock Exchange on 10 May 2018 (being the trading day on which the Subscription Agreement was signed) and (ii) a premium of approximately 16.0% over the average closing price of approximately HK$8.22 as quoted on the Hong Kong Stock Exchange for the five consecutive trading days up to and including 10 May Based on an initial Conversion Price of HK$9.54 and assuming full conversion of the Bonds at the initial Conversion Price, the Bonds will be convertible into 193,920,335 H Shares, representing approximately 2.7% of the registered share capital of the Company as at the date of this announcement and approximately 2.6% of the registered share capital of the Company as enlarged by the full conversion of the Bonds. The Conversion Shares will be fully-paid and rank pari passu in all respects with the H Shares then in issue on the relevant registration date. The net proceeds from the offering of the Bonds, after the deduction of fees, commissions and expenses payable in connection with this offering, will be approximately HK$1,840,402,598. The Company intends to use the proceeds for general corporate purposes. Completion of the issue of the Bonds is subject to the satisfaction or waiver (as the case may be) of the conditions to the Subscription Agreement, including, among others, the Listing Committee of the Hong Kong Stock Exchange granting approval for the listing of, and permission to deal in, the Conversion Shares. The Bonds have not been and will not be registered under the U.S. Securities Act, and will only be offered outside of the United States in compliance with Regulation S under the U.S. Securities Act. The Company will apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds and the Conversion Shares to be allotted and issued upon conversion of the Bonds. 2

3 WARNING: As the Subscription Agreement may or may not be completed, the Bonds may or may not be issued or listed and/or the Conversion Shares may or may not be issued or listed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. References are made to the announcements of Angang Steel Company Limited* (the Company ) dated 8 May 2017 and 20 October 2017 in relation to the proposed issue of convertible bonds under general mandate. On 10 May 2018 (after trading hours), the Company and the Sole Lead Manager entered into the Subscription Agreement, pursuant to which and subject to certain conditions contained therein, the Company agreed to issue, and the Sole Lead Manager agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Bonds in a principal amount of HK$1,850,000,000. SUBSCRIPTION AGREEMENT Date 10 May 2018 Parties 1. The Company as issuer 2. The Sole Lead Manager Subscription Subject to the satisfaction of the conditions set out below in the section headed Conditions precedent, the Sole Lead Manager agreed to subscribe and pay for, or procure subscribers to subscribe and pay for, the Bonds in a principal amount of HK$1,850,000,000. To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, the Sole Lead Manager is a third party independent of the Company and is not a connected person of the Company. 3

4 Conditions Precedent The obligations of the Sole Lead Manager to subscribe and pay for the Bonds are conditional on: 1. Due Diligence: the Sole Lead Manager being satisfied with the results of its due diligence investigations with respect to the Company and its subsidiaries and the Offering Circular shall have been prepared in form and content satisfactory to the Sole Lead Manager; 2. Other Contracts: the execution and delivery (on or before the Closing Date) of the Contracts, each in a form reasonably satisfactory to the Sole Lead Manager, by the respective parties; 3. Auditors Letters: upon the Publication Date and on the Closing Date, there having been delivered to the Sole Lead Manager letters, in form and substance satisfactory to the Sole Lead Manager, dated the Publication Date in the case of the first letter and dated the Closing Date in the case of the subsequent letters, and addressed to the Sole Lead Manager from Ruihua Certified Public Accountants (Special General Partnership), Certified Public Accountants to the Company; 4. Compliance: at the Closing Date: (i) the representations and warranties of the Company in the Subscription Agreement being true, accurate and correct at, and as if made on such date; (ii) the Company having performed all of its obligations under the Subscription Agreement to be performed on or before such date; and (iii) there having been delivered to the Sole Lead Manager a certificate dated as of such date, of a duly authorised officer of the Company to such effect; 5. Material Adverse Change: after the date of the Subscription Agreement or, if earlier, the dates as of which information is given in the Offering Circular up to and at the Closing Date, there shall not have occurred any change (nor any development or event involving a prospective change), in the financial condition, prospects, results of operations or general affairs of the Company or of the Consolidated Group, which, in the opinion of the Sole Lead Manager, is material and adverse in the context of the issue and offering of the Bonds; 4

5 6. Other consents: on or prior to the Closing Date there shall have been delivered to the Sole Lead Manager copies of all filings, registrations, consents and approvals required in relation to the issue of the Bonds and the performance of its obligations under the Trust Deed, the Agency Agreement and the Bonds, including but not limited to: (i) an approval from SASAC dated 18 December 2017; (ii) an approval from CSRC dated 7 May 2018; (iii) the Enterprise Foreign Debt Pre-Issuance Registration Certificate dated 7 November 2017 and the extension letter dated 17 January 2018 from NDRC; and (iv) if necessary, the consents and approvals required from all lenders; 7. Certificate Confirming No Default: on the date of the Subscription Agreement, there having been delivered to the Sole Lead Manager a certificate of no default dated as of such date, of a duty authorised officer of the Company; 8. Listing: the Hong Kong Stock Exchange having agreed to list the New Shares upon conversion of the Bonds and the Hong Kong Stock Exchange having agreed, subject to any conditions reasonably satisfactory to the Sole Lead Manager, to list the Bonds (or, in each case, the Sole Lead Manager being reasonably satisfied that such listing will be granted); 9. Chief Financial Officer s Certificates: on the Closing Date, there having been delivered to the Sole Lead Manager a certificate dated as of such date and signed by the chief financial officer of the Company; 10. Legal Opinions: on or before the Closing Date, there having been delivered to the Sole Lead Manager opinions, in form and substance satisfactory to the Sole Lead Manager, dated the Closing Date of: (i) Morrison & Foerster, legal advisers to the Company as to Hong Kong law; (ii) Linklaters, legal advisers to the Sole Lead Manager and the Trustee as to English law; (iii) King & Wood Mallesons, legal advisers to the Company as to PRC law; and (iv) Jingtian & Gongcheng, legal advisers to the Sole Lead Manager as to PRC law. and such other resolutions, consents, authorities and documents relating to the issue of the Bonds, as the Sole Lead Manager may reasonably require. 5

6 The Sole Lead Manager may, at its discretion and upon such terms as it thinks fit, waive compliance with the whole or any part of the conditions precedent set out in the Subscription Agreement (other than paragraph 2 above). As at the date of this announcement, certain of the above conditions precedent to the completion of the Subscription Agreement are yet to be satisfied and/or (as the case may be) waived. Termination Notwithstanding anything contained in the Subscription Agreement, the Sole Lead Manager may, by notice to the Company given at any time prior to payment of the net subscription monies for the Bonds to the Company, terminate the Subscription Agreement in any of the following circumstances: 1. if there shall have come to the notice of the Sole Lead Manager any breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in the Subscription Agreement or any failure to perform any of the Company s undertakings or agreements in the Subscription Agreement; 2. if any of the conditions precedent set out in the Subscription Agreement has not been satisfied or waived by the Sole Lead Manager on or prior to the Closing Date; 3. if in the opinion of the Sole Lead Manager, there shall have been, since the date of the Subscription Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Company on any stock exchange or in any over-thecounter market) or currency exchange rates or foreign exchange controls such as would in its view, be likely to prejudice materially the success of the offering and distribution of the Bonds or dealings in the Bonds in the secondary market; 4. if, in the opinion of the Sole Lead Manager, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the Shenzhen Stock Exchange, the New York Stock Exchange, the London Stock Exchange, the Hong Kong Stock Exchange and/ or any other stock exchange on which the Company s securities are traded; (ii) a suspension (except for a trading halt pursuant to Rule 13.10A of the Listing Rules) or a material limitation in trading in the Company s securities on the Stock Exchange, the Shenzhen Stock Exchange and/or any other stock exchange on which the Company s securities are traded; (iii) a general moratorium on commercial banking activities in the United States, the PRC, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, the PRC, Hong Kong or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Company, the Bonds and the H Shares to be issued upon conversion of the Bonds or the transfer thereof; 6

7 5. if, in the opinion of the Sole Lead Manager, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in their view be likely to prejudice materially the success of the offering and distribution of the Bonds or dealings in the Bonds in the secondary market. The Company s lock-up Neither the Company nor any person acting on its behalf will (a) issue, offer, sell, pledge, encumber, contract to sell or otherwise dispose of or grant options, issue warrants or offer rights entitling persons to subscribe or purchase any interest in any shares or securities of the same class as the Bonds or the shares or any securities convertible into, exchangeable for or which carry rights to subscribe or purchase the Bonds, the shares or securities of the same class as the Bonds, the shares or other instruments representing interests in the Bonds, the shares or other securities of the same class as them, (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of the shares, (c) enter into any transaction with the same economic effect as, or which is designed to, or which may reasonably be expected to result in, or agree to do, any of the foregoing, whether any such transaction of the kind described in (a), (b) or (c) is to be settled by delivery of shares or other securities, in cash or otherwise or (d) announce or otherwise make public an intention to do any of the foregoing, in any such case without the prior written consent of the Sole Lead Manager between the date hereof and the date which is 90 days after the Closing Date (both dates inclusive); except for the Bonds and the New Shares issued on conversion of the Bonds. PRINCIPAL TERMS OF THE BONDS The principal terms of the Bonds are summarized as follows: Issuer The Company Maturity Date 25 May 2023 Issue Date 25 May 2018 Bonds HK$1,850,000,000 Zero Coupon Convertible Bonds due 2023 convertible at the option of the holder thereof into fully-paid ordinary H Shares at the initial conversion price of HK$9.54 per H Share (subject to adjustments) Closing Date 25 May

8 Issue Price Interest Negative Pledge Status of the Bonds Maturity 100 per cent. of the principal amount of the Bonds The Bonds do not bear any interest So long as any Bond remains outstanding (as defined in the Trust Deed (as defined in the Terms and Conditions)), the Company will not create or permit to subsist, and the Company will procure that no Subsidiary will create, or have outstanding, any mortgage, charge, pledge, lien or other form of encumbrance or security interest upon the whole or any part of its undertaking, assets or revenues, present or future, to secure any Investment Securities or to secure any guarantee of or indemnity in respect of any Investment Securities unless, at the same time or prior thereto according to the Bonds the same security as is created or subsisting to secure any such Investment Securities, guarantee or indemnity or such other security as either (x) the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (y) shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders. The Bonds constitute direct, senior, unsubordinated, unconditional and (subject to Condition 3.1 of the Terms and Conditions) unsecured obligations of the Company and shall at all times rank pari passu and without any preference or priority among themselves. Unless previously redeemed, converted or purchased and cancelled as provided in the Terms and Conditions, the Company will redeem each Bond at per cent. of the outstanding principal amount on the Maturity Date. 8

9 Conversion Price Redemption at the Option of the Company Tax Redemption Initially HK$9.54 per H Share, which will be subject to adjustment for, among other things, consolidation, subdivision or re-classification of H Shares, capitalisation of profits or reserves, capital distributions, rights issues of shares or options over shares, rights issues of other securities, issues at less than current market price, other issues at less than current market price, modification of rights of conversion and other offers to ordinary shareholders. H Shares issued on conversion will be fully paid up and will in all respects rank pari passu with, and within the same class as, the H Shares in issue on the relevant registration date except for any right excluded by mandatory provisions of applicable law. The Bonds may be redeemed in whole but not some only, at the option of the Company, at the Early Redemption Amount as at the relevant redemption date: (i) at any time after 25 May 2021 but prior to the Maturity Date, provided that no such redemption may be made unless the closing price of a H Share for any 20 H Share Stock Exchange Business Days within a period of 30 consecutive H Share Stock Exchange Business Days, the last of such H Share Stock Exchange Business Day shall occur not more than 5 days prior to the date upon which notice of such redemption is given, was, for each such 20 H Share Stock Exchange Business Days, at least 130 per cent. of the Early Redemption Amount divided by the Conversion Ratio then in effect. If there shall occur an event giving rise to a change in the Conversion Price during any such 30 consecutive H Share Stock Exchange Business Day period, appropriate adjustments for the relevant days approved by an Independent Financial Advisor shall be made for the purpose of calculating the closing price of the H Shares for such days; or (ii) if at any time the aggregate principal amount of the Bonds outstanding is less than 10 per cent. of the aggregate principal amount originally issued (including any Bonds issued pursuant to Condition 15 in the Terms and Conditions). The Company may redeem all but not some only of the Bonds at the Early Redemption Amount in the event of certain changes in PRC or Hong Kong taxation. 9

10 Redemption at the Option of the Bondholders Redemption for Relevant Events Cash Settlement The Company will, at the option of the holder of any Bond, redeem all or some only of that holder s Bonds on 25 May 2021 (the Put Option Date ) at the Early Redemption Amount on the Put Option Date. The holder of each Bond will have the right, at such holder s option, to require the Company to redeem all but not some only such holder s Bonds at the Early Redemption Amount, upon (i) a Change of Control in the Company; (ii) a Delisting; or (iii) H Share Suspension in Trading. Notwithstanding the Conversion Right of the holder of each Bond, at any time when the delivery of H Shares deliverable upon conversion of such Bond is required to satisfy the Conversion Right in respect of a Conversion Notice (as defined in the Terms and Conditions), the Company shall have the option, in its sole discretion, to pay to the relevant holder of the Bond an amount of cash equivalent to the Cash Settlement Amount (as defined in the Terms and Conditions) in order to satisfy such Conversion Right in whole or in part (and if in part, the other part shall be satisfied by the delivery of H Shares). CONVERSION PRICE AND CONVERSION SHARES The initial Conversion Price is HK$9.54 per H Share, which represents (i) a premium of approximately 15.1% over the last closing price of HK$8.29 per H Share as quoted on the Hong Kong Stock Exchange on 10 May 2018 (being the trading day on which the Subscription Agreement was signed) and (ii) a premium of approximately 16.0% over the average closing price of approximately HK$8.22 as quoted on the Hong Kong Stock Exchange for the five consecutive trading days up to and including 10 May The Conversion Price was determined with reference to the prevailing market price of the H Shares and the Terms and Conditions (including the redemption options) and was negotiated on an arm s length basis between the Company and the Sole Lead Manager. The Directors consider that the Conversion Price is fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole. 10

11 Based on an initial Conversion Price of HK$9.54 and assuming full conversion of the Bonds at the initial Conversion Price, the Bonds will be convertible into 193,920,335 H Shares, representing approximately 2.7% of the registered share capital of the Company as at the date of this announcement and approximately 2.6% of the registered share capital of the Company as enlarged by the full conversion of the Bonds. The Conversion Shares will be fully-paid and rank pari passu in all respects with the H Shares then in issue on the relevant registration date. EFFECT ON SHAREHOLDINGS The table below sets out a summary of the shareholdings in the Company (i) as at the date of this announcement and (ii) upon the exercise in full of the Conversion Rights attached to the Bonds: Shareholders As at the date of this announcement Class of shares Number of shares Approximate % of the total registered share capital Class of shares Upon full conversion of the Bonds at the initial Conversion Price of HK$9.54 per H Share Number of shares Approximate % of the total registered share capital Angang Holding A Shares 4,218,547, A Shares 4,218,547, Public holders of A Shares A Shares 1,930,460, A Shares 1,930,460, HKSCC (Nominees) Limited H Shares 1,075,122, H Shares 1,075,122, Public holders of H Shares H Shares 10,677, H Shares 10,677, Bondholders H Shares 193,920, Total 7,234,807, ,428,728, Note: Angang Holding was approved by the PRC State-owned Assets Supervision and Administration Commission in October 2017 to issue no more than RMB4 billion of exchangeable corporate bonds by using certain A Shares of the Company as underlying objects for exchange. Upon completion of the issuance and share exchange, Angang Holding will hold not less than 49.39% of the total share capital of the Company. 11

12 USE OF PROCEEDS The net proceeds from the offering of the Bonds, after the deduction of fees, commissions and expenses payable in connection with this offering, will be approximately HK$1,840,402,598, representing a net issue price of approximately HK$9.49 per Conversion Share based on the initial Conversion Price. The Company intends to use the proceeds for general corporate purposes. REASONS FOR AND BENEFITS OF THE ISSUE OF THE BONDS The Board considers that the issue of the Bonds represents an opportunity to improve the liquidity position of the Group, to reduce the financing costs of the Group and to raise further working capital for the Company. The Board currently intends to use the funds as mentioned above and considers it will facilitate the overall development and expansion of the Group. The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Subscription Agreement and the issue of the Bonds are made on normal commercial terms and in the interests of the Company and the Shareholders as a whole. THE ISSUE OF THE BONDS AND THE CONVERSION SHARES At the annual general meeting for the year of 2016 (the 2016 AGM ) held on 8 June 2017, a special resolution was passed to grant a general mandate to the Board to issue, allot and deal with additional H Shares not exceeding 20% of the total number of the H Shares in issue as at the 2016 AGM. On 20 October 2017, the Board announced that, pursuant to the general mandate granted to the Board at the 2016 AGM, the Board approved the proposal by the Company to issue Bonds with an aggregate principal amount of not more than US$300 million or its equivalent in other currencies (subject to the set conversion price). The Conversion Shares will be allotted and issued by the Company pursuant to the general mandate granted to the Board by the Shareholders at the 2016 AGM and the Bonds will be issued by the Company pursuant to the resolutions of the Board at the Board meeting of the Company held on 20 October The issue of the Bonds and of the Conversion Shares by the Company are not subject to any further Shareholders approval. EQUITY FUND-RAISING ACTIVITY BY THE COMPANY IN THE LAST 12 MONTHS The Company has not raised any fund by issuing equity securities during the 12 months immediately before the date of this announcement. 12

13 GENERAL INFORMATION The Company is a major steel manufacturing enterprise in the PRC. It is principally engaged in the production and sale of hot-rolled sheets, cold-rolled sheets, galvanized steel sheets, colour coating plates, silicon steel, medium and thick plates, wire rods, large steel products and seamless steel pipes. The Bonds will not be offered to the public in Hong Kong and it is not expected that any of the Bonds will be placed to any connected persons of the Company. The Bonds have not been and will not be registered under the U.S. Securities Act, and will only be offered outside of the United States in compliance with Regulation S under the U.S. Securities Act. APPLICATION FOR LISTING The Company will apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds and the Conversion Shares to be allotted and issued upon conversion of the Bonds. WARNING: As the Subscription Agreement may or may not be completed, the Bonds may or may not be issued or listed and/or the Conversion Shares may or may not be issued or listed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context otherwise requires: A Share(s) the ordinary shares issued by the Company with par value of RMB1.00 each, which are listed on the Shenzhen Stock Exchange and traded in RMB (Stock Code: ) Agency Agreement the paying, conversion and transfer agency agreement in respect of the Bonds to be entered into between the Company, the Trustee, Citibank, N.A., London Branch as principal paying agent and transfer agent and Citigroup Global Markets Deutschland AG as registrar 13

14 Angang Holding Board Bondholder(s) Bonds Change of Control Anshan Iron & Steel Group Co. Ltd* ( ), the immediate holding company of the Company, which currently holds approximately 58.31% equity interests in the Company and a major enterprise in the iron and steel industry in the PRC the board of Directors of the Company the holder(s) of the Bond(s) from time to time HK$1,850,000,000 Zero Coupon Convertible Bonds due 2023 convertible at the option of the holder thereof into fully-paid ordinary H Shares at the initial conversion price of HK$9.54 per H Share (subject to adjustments) (a) State-owned Assets Supervision and Administration Commission of the State Council of the PRC or its successor ceases to control Angang Holding; Closing Date 25 May 2018 (b) Angang Holding ceases to be the single largest shareholder of the Company; or (c) Angang Holding ceases to directly or indirectly hold or own at least 30 per cent. of the registered share capital of the Company; or (d) the Company consolidates with or merges into or sells or transfers all or substantially all of the Company s assets to any other person, unless the consolidation, merger, sale or transfer will not result in the other person or persons acquiring control over the Company or the successor entity Company Angang Steel Company Limited* ( ), a joint stock limited company incorporated in Anshan, Liaoning Province, the PRC, the H shares of which are listed on the Hong Kong Stock Exchange and the A shares of which are listed on the Shenzhen Stock Exchange 14

15 connected person Consolidated Group Contracts Conversion Price Conversion Ratio Conversion Right Conversion Share(s) CSRC Delisting Directors Early Redemption Amount Group has the meaning ascribed to it under the Listing Rules the consolidated audited financial statements of the Company and its subsidiaries taken as a whole the Subscription Agreement, the Trust Deed and the Agency Agreement the price per Conversion Share (subject to adjustments) at which the Bonds may be converted into the H Shares as at any date of determination, the principal amount of each Bond divided by the applicable Conversion Price the right of a Bondholder to convert any Bond into H Shares the H Shares to be issued upon conversion of the Bonds pursuant to the Trust Deed and the Terms and Conditions the China Securities Regulatory Commission the H Shares cease to be listed or admitted to trading on the Hong Kong Stock Exchange the directors of the Company for each HK$2,000,000 principal amount of Bonds, the amount which represents on any day for the Bondholder a gross yield of 0.75% per annum, calculated on a semiannual basis the Company and its subsidiaries from time to time H Share(s) the ordinary shares issued by the Company with a par value of RMB1.00 each issued by the Company and listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars since 24 July 1997 (Stock Code: 00347) 15

16 H Share Stock Exchange Business Day H Share Suspension in Trading HK$ Hong Kong Hong Kong Stock Exchange Independent Financial Adviser Investment Securities any day (other than a Saturday or Sunday) on which the Hong Kong Stock Exchange or the alternative Stock exchange (as the case may be) is open for the business of dealing in securities the suspension in trading of the H Shares for a period of 30 consecutive H Share Stock Exchange Business Days the Hong Kong dollar(s), the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China The Stock Exchange of Hong Kong Limited means a reputable independent financial advisor or financial institution with appropriate expertise selected by the Issuer and notified in writing to the Trustee any present or future indebtedness in the form of, or represented by, bonds, debentures, notes, loan stock, bearer participation certificates, depositary receipts, certificates of deposit or other investment securities which represent indebtedness and are for the time being, or are intended to be or capable of being, quoted, listed, ordinarily dealt in or traded on any stock exchange or over-the-counter or other securities market and are initially issued outside the PRC with an original maturity of more than one year from its date of issue, and for the avoidance of doubt, Investment Securities shall not include any indebtedness in the form of or represented by loan facilities Issue Date 25 May 2018 Listing Rules the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Maturity Date 25 May

17 NDRC New Shares Offering Circular PRC Publication Date RMB SASAC Shareholders Sole Lead Manager Subscription Agreement Subsidiary Terms and Conditions Trust Deed Trustee United States or US the National Development and Reform Commission of the PRC the H Shares to be issued on conversion of the Bonds the offering circular to be prepared by the Company for use in connection with the issue of the Bonds and the listing of the Bonds on the Hong Kong Stock Exchange the People s Republic of China (for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan) the publication date of the Offering Circular, which is not later than three business days prior to the Closing Date or such other date as may be agreed between the Company and the Sole Lead Manager Renminbi, the lawful currency of the PRC the State-owned Assets Supervision and Administration Commission of State Council of the PRC the holders of shares of the Company Citigroup Global Markets Limited the subscription agreement dated 10 May 2018 entered into between the Company and the Sole Lead Manager in connection with the issue and offering of the Bonds subsidiary of the Company the terms and conditions of the Bonds the trust deed constituting the Bonds to be entered into between the Company and the Trustee on or around the Issue Date Citicorp International Limited the United States of America 17

18 U.S. Securities Act US$ the United States Securities Act of 1933 (as amended) US dollar(s), the lawful currency of the United States % percentage Anshan City, Liaoning Province, the PRC 11 May 2018 By Order of the Board ANGANG STEEL COMPANY LIMITED* Wang Yidong Executive Director and Chairman of the Board As at the date of this announcement, the Board comprises the following Directors: Executive Directors: Wang Yidong Li Zhen Ma Lianyong Xie Junyong Independent Non-executive Directors: Wu Dajun Ma Weiguo Luo Yucheng * For identification purposes only 18