Maanshan Iron & Steel : Proposed Amendments to the Articles of Association and Its Appendix, Election of Directors and Supervisors and Notice of 2017 First Extraordinary General Meeting

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Maanshan Iron & Steel Company Limited, you should at once hand this circular to the purchaser or the transferee or to a licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser and transferee.

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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00323)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX, ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

Unless the context otherwise requires, all capitalised terms used in this circular have the meanings set out in the section headed Definitions of this circular.

A letter from the Board is set out from pages 2 to 5 of this circular.

The Company will hold the EGM at Magang Office Building, No.8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC at 1:30 p.m. on Thursday, 30 November 2017. The notice was issued on 11 October 2017.

Whether or not you intend to attend the said meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to the Company's registered office (in the case of proxy form for, by holders of domestic shares) at No.8 Jiu Hua Xi Road, Maanshan City, Anhui Province, the PRC or to Rooms 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in the case of proxy form for, by holders of H shares) in any event not later than 24 hours before the time appointed for such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the said meeting or any adjournment thereof.

16 October 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Appendix I - Proposed Amendments to the Articles of Association and Its Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Appendix II - The Candidates of Directors and Supervisors and Their Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Notice of 2017 Extraordinary General Meeting 12

In this circular, the following expressions have the following meaning unless the context otherwise requires:

"Articles of Association" the articles of association of the Company "Board" the board of the Directors

"Company" Maanshan Iron & Steel Company Limited

"Director(s)" the director(s) of the Company

"EGM" the 2017 first extraordinary general meeting of the Company to be held to approve the resolutions relating to the proposed amendments to the Articles of Association and its appendix and election of Directors and Supervisors

"H Shares" the foreign shares in the share capital of the Company, with a nominal value of RMB1.00 per share, which are on the Hong Kong Stock Exchange, and subscribed for and traded in Hong Kong dollars

"Latest Practicable Date" 12 October 2017

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China

"RMB" renminbi, the lawful currency of the PRC

"Shareholder(s)" holder(s) of shares of the Company

"Stock Exchange" the Stock Exchange of Hong Kong Limited

"Supervisor(s)" the supervisors of the Company "Supervisory Committee" the supervisory committee of the Company

(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00323)

Executive Directors: Ding Yi (Chairman) Qian Haifan

Non-executive Director:

Su Shihuai Ren Tianbao

Independent Non-executive Directors:

Qin Tongzhou Yang Yada Liu Fangduan

Registered office:

No. 8 Jiu Hua Xi Road Maanshan City

Anhui Province the PRC

Office address:

No. 8 Jiu Hua Xi Road Maanshan City

Anhui Province the PRC

16 October 2017

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX, ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING INTRODUCTION

Reference is made to the announcement of the Company dated 23 August 2017, which is related to the proposed amendments to the Articles of Association and its appendix.

The purpose of this circular is to inform you the details of (I) the proposed amendments to the Articles of Association and its appendix and (II) the proposed election of Directors and Supervisors, and issue the notice of the EGM.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDIX

The Company refers to its announcement dated 23 August 2017.