09:43 SHOUGANG INT'L<00697> - Announcement (4) (ii) the Continuing Connected Transactions have been entered into in accordance with the terms of relevant agreement governing the transactions; (iii) the value of the Continuing Connected Transactions has not exceeded their respective annual limits set out in paragraph (a) above; and (iv) the Continuing Connected Transactions have been entered into in accordance with the pricing policy of the Group, and where for whatever reasons, if the auditors of the Company decline to accept the engagement or are unable to provide the auditors' letter, the Directors will contact the Listing Division of the Stock Exchange immediately. (f) So long as its shares are listed on the Stock Exchange, the Company will provide to the Stock Exchange an undertaking that the Company will, and will procure Shougang Corporation to, provide the auditors of the Company with sufficient access to the relevant records of the Continuing Connected Transactions for the purpose of auditors' review as referred to in paragraph (e) above. (g) The Company will comply with the applicable provisions of the Listing Rules governing connected transactions in the event that the total amount of the Continuing Connected Transactions exceeds their respective caps, or that there is any material amendment to the terms of the Master Agreement. GENERAL The Company is principally engaged in the business of manufacturing, sale and trading of steel products, manufacturing and installation of kitchen and laundry equipment, shipping and electricity generation. As at the date hereof, Shougang Holding beneficially owns approximately 60.6% interest in the Company. An independent board committee comprising the independent non- executive Directors will be formed to advise the Independent Shareholders on the terms of the Master Agreement and an independent financial advisor will be appointed to advise the independent board committee in respect of the terms of the Master Agreement, the Continuing Connected Transactions and the relevant cap amounts. EXTRAORDINARY GENERAL MEETING An Extraordinary General Meeting will be convened at which ordinary resolutions will be proposed to consider and, if thought fit, approve the Master Agreement, the Continuing Connected Transactions and the cap amounts where Shougang Corporation, Shougang Holding and their associates will abstain from voting. A circular containing, amongst others, further information on the Master Agreement, the Continuing Connected Transactions, the advice of the independent financial adviser to the independent board committee of the Company in relation to the Continuing Connected Transactions, the recommendation of the independent board committee of the Company to the shareholders of the Company in relation to the Continuing Connected Transactions and the notice of the Extraordinary General Meeting will be despatched to the shareholders of the Company as soon as possible. As at the date of this announcement, the Directors are Mr. Wang Qinghai (Chairman), Mr. Cao Zhong (Managing Director), Mr. Chen Zhouping (Deputy Managing Director), Mr. Luo Zhenyu (Deputy Managing Director), Mr. Tsoi Wai Kwong, Mr. Ip Tak Chuen, Edmond, Mr. Leung Shun Sang, Tony, Ms. Choy Hok Man, Constance, Ms. Kan Lai Kuen, Alice (independent non-executive Director), Mr. Kwan Bo Ren, Dick (independent non-executive Director) and Mr. Wong Kun Kim (independent non-executive Director). DEFINITIONS In this announcement, the following expressions shall have the following meanings unless the context otherwise requires: "associate" has the same meaning as given to it under the Listing Rules "Board" the board of Directors "Business Day" a day (excluding Saturday) on which banks are generally open for business in Hong Kong