OREANDA-NEWS. March 18, 2013. Reference is made to the announcement of the Company dated 16 April 2012 and circular dispatched to the Shareholders on 14 May 2012 in relation to certain continuing connected transactions between the Company and each of Angang Holding, Angang Group Financial Company and Pangang Vanadium & Titanium under the Supply of Materials and Services Agreement (2012-2013), the Financial Services Agreement (2012-2013) and the Supply of Materials Agreement (2012-2013), respectively. These agreements will expire on 31 December 2013.

On 11 March 2013, in order to continue the ongoing cross-provision of materials, products and services with Angang Group and Pangang Vanadium & Titanium under the 2012 Agreements, and to facilitate the Group’s production and operations upon the expiration of the 2012 Agreements, the Company entered into (a) the 2014 Supply of Materials and Services Agreement with Angang Group Company; (b) the 2014 Financial Services Agreement with Angang Group Financial Company; and (c) the 2014 Supply of Materials Agreement with Pangang Vanadium & Titanium, respectively, to reflect the terms of the continuing connected transactions and the annual monetary caps of the transactions thereunder for the two years ending 31 December 2014 and 2015.

Angang Group Company indirectly holds, through Angang Holding, an approximate 67.29% equity interest in the Company and hence, is the ultimate controlling shareholder of the Company and a connected person of the Company as defined in the Hong Kong Listing Rules. As the ultimate subsidiaries of Angang Group Company, each of Angang Group Financial Company and Pangang Vanadium & Titanium is a connected person of the Company as defined under the Hong Kong Listing Rules. As such, the transactions contemplated under the 2014 Supply of Materials and Services Agreement, the 2014 Financial Services Agreement and the 2014 Supply of Materials Agreement constitute continuing connected transactions of the Company.

As the proposed transaction under the 2014 Supply of Materials Agreement concerns the supply of raw materials, it is similar in nature with the transactions under the 2014 Supply of Materials and Services Agreement, and therefore they are aggregated pursuant to Rule 14A.25 of the Hong Kong Listing Rules. Based on the applicable percentage ratios, the proposed annual monetary caps for transactions contemplated under the 2014 Supply of Materials and Services Agreement, the 2014 Financial Services Agreement and the 2014 Supply of Materials Agreement (as aggregated with the 2014 Supply of Materials and Services Agreement) constitute non-exempt continuing connected transactions which will be subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

The Board has approved to submit the 2014 Supply of Materials and Services Agreement, the 2014 Financial Services Agreement and the 2014 Supply of Materials Agreement to the Shareholders at a general meeting to consider and, if thought fit, approve the transactions contemplated thereunder and the proposed annual monetary caps of such transactions for the two years ending 31 December 2014 and 2015. Angang Holding and its associates will abstain from voting on the resolutions to be proposed at the Shareholders’ general meeting in relation to the transactions under the 2014 Supply of Materials and Services Agreement, the 2014 Financial Services Agreement and the 2014 Supply of Materials Agreement.

An Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders on the 2014 Supply of Materials and Services Agreement, the 2014 Financial Services Agreement and the 2014 Supply of Materials Agreement and the transactions contemplated the rounder.

A circular containing, among other things, (a) further details of the 2014 Supply of Materials and Services Agreement, the 2014 Financial Services Agreement and the 2014 Supply of Materials Agreement, and the annual monetary caps of the transactions contemplated thereunder for the two years ending 31 December 2014 and 2015; (b) a letter from the Independent Board Committee; and (c) a letter setting out the advice of the independent financial adviser to the Independent Board Committee and the Independent Shareholders, together with the notice to convene the Shareholders’ general meeting, will be dispatched to the Shareholders as soon as practicable on or before 3 April 2013.