09:16 ISTEELASIA HOLD<08080>-Announcement&Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes 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. North Asia Strategic iSteelAsia Holdings Limited Acquisition Corp. (incorporated in Bermuda with limited liability) (incorporated in the Cayman Islands (Stock code: 8080) with limited liability) & Mr. Moses Kwok Tai Tsang JOINT ANNOUNCEMENT CAPITAL REORGANISATION, OPEN OFFER, SUBSCRIPTION OF NEW SHARES AND CONVERTIBLE BONDS, APPLICATION FOR WHITEWASH WAIVER AND PROPOSED CHANGE OF COMPANY NAME Financial adviser to iSteelAsia Holdings Limited Financial adviser to the Ajia Parties Celestial Capital Limited SOMERLEY LIMITED Independent financial adviser to the Independent Board Committee and the Independent Shareholders ACCESS CAPITAL The iSteelAsia Board and the Ajia Parties announce that agreement has been reached for Proposals for the expansion of the capital base of iSteelAsia and the introduction of the Ajia Parties as the new controlling shareholder of iSteelAsia. The Proposals, which are subject to the conditions set out below, include the following main components: (i) the Capital Reorganisation which will involve (a) a consolidation of every 100 existing Shares of HK$0.10 each into 1 Consolidated Share of HK$10.0; (b) a reduction in the par value of each issued Consolidated Share from HK$10.0 each to HK$0.01 each by cancelling HK$9.99 paid-up capital on each issued Consolidated Share; (c) the reduction of the nominal value of all the unissued Consolidated Shares of HK$10.0 each to HK$0.01 each within iSteelAsia's authorised share capital, by way of (i) cancellation of all the authorised but unissued share capital of iSteelAsia, including the authorised but unissued share capital arising from the Capital Reduction, and (ii) an increase in the authorised share capital of iSteelAsia back to its original amount of HK$400,000,000 by the creation of the requisite number of New Shares of HK$0.01 each; and (d) a reduction of the entire amount standing to the credit of the share premium account of iSteelAsia. The shares of HK$0.01 each after the Capital Reorganisation are referred to in this announcement as "New Shares"; (ii) the Open Offer to raise approximately HK$2.5 million (before expenses) on the basis of an assured allotment of one Offer Share for each New Share held by the Qualifying Shareholders on the Record Date at the Offer Price of HK$0.1566 per Offer Share. Qualifying Shareholders will be able to apply for Offer Shares in excess of their assured allotments; and (iii) the Subscription of 63,856,960 New Shares by the Ajia Parties at a subscription price of HK$0.1566 per New Share to raise approximately HK$10 million and a further subscription of HK$20 million nominal of non-interest bearing Convertible Bonds, convertible into 127,713,920 New Shares at an initial conversion price of HK$0.1566 per Conversion Share. The Capital Reorganisation is subject to, among other conditions, approval being obtained from Independent Shareholders at the SGM for the Open Offer, the Subscription and the Whitewash Waiver. The Open Offer and the Subscription are inter-conditional and subject to further conditions as set out below, including the grant of the Whitewash Waiver. Van Shung Chong, through its wholly-owned subsidiary VSC BVI, currently holds 301,026,000 Shares (equivalent to 3,010,260 New Shares upon the Capital Reorganisation taking effect), representing approximately 18.9% of the existing issued share capital of iSteelAsia. VSC BVI has irrevocably undertaken to iSteelAsia to apply in full for its assured allotment under the Open Offer, amounting to 3,010,260 Offer Shares, and has agreed to underwrite the remainder of the Offer Shares. Depending on