Maanshan Iron & Steel Company Limited

(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China with limited liability)

Resolutions Passed at the First Meeting

of the Fourth Session of the Board of Directors

The Company and members of the board of directors confirm the truthfulness, accuracy and completeness of the content of this announcement. The Company and members of the board of directors also jointly and severally accept full responsibility for any false representations, material misleading information and substantial omissions contained in this announcement.

The first meeting of the fourth session of the board of directors (“Board of Directors”) (the “Board Meeting”) of Maanshan Iron & Steel Company Limited (the “Company” excl. subsidiaries) was convened on 31 August 2002 at Magang Guest House. There were 12 eligible directors and 11 of them attended the Board Meeting. Mr Zhu Changqiu, director of the Company, appointed Mr Gu Jianguo as his proxy to attend the Board Meeting and exercise his voting right in accordance with his opinion. The Board Meeting was chaired by Mr Gu Jianguo. The following resolutions were considered and passed at the Board Meeting:

1.Mr Gu Jianguo was elected as Chairman of the Board of Directors and Mr Gu Zhanggen was elected as Vice Chairman. The two directors are authorised representatives coordinating between the Company with The Stock Exchange of Hong Kong Limited.

2.The audit committee (“Audit Committee”) of the Board of Directors was re-elected. Ms Cheng Shaoxiu, Mr Wu Junnian, Mr Shi Jianjun and Mr Chan Yuk Sing were elected as members of the Audit Committee of the Board of Directors. Ms Cheng Shaoxiu was appointed as Chairman and Mr Su Jiangang was appointed as Secretary to the Audit Committee.

3.Mr Zhu Changqiu was appointed as General Manager.

4.Subsequent to Mr Zhu Changqiu’s nominations, Mr Su Jiangang was appointed as Deputy General Manager and Chief Economist of the Company; Mr Gao Haijian as Deputy General Manager of the Company; Mr Hui Zhigang as Deputy General Manager of the Company; Mr Shi Xiongliang as Deputy General Manager and Chief Engineer of the Company; and Mr Qi Sihua as Deputy General Manager. (See Appendix for biographies of Mr Hui Zhigang, Mr Shi Xiongliang and Mr Qi Sihua.)

5.Mr Su Jiangang was appointed as Secretary to the Board of Directors.

6.The resolutions including “Rules of Procedures for the Meetings of the Board of Directors of Maanshan Iron and Steel Company Limited”, the “Rules of Work for the Independent Director of Maanshan Iron & Steel Company Limited”, the “Rules of Work for the Audit Committee of the Board of Directors of Maanshan Iron and Steel Company Limited”, the “Regulations of Internal Control for Finance and Accounting of Maanshan Iron and Steel Company Limited” and the “Management of Information Disclosure of Maanshan Iron and Steel Company” were considered and passed.

Board of Directors

Maanshan Iron & Steel Company Limited

2 September 2002

Appendix: Biographies of Mr Hui Zhigang, Mr Shi Xiongliang and Mr Qi Sihua

Mr Hui Zhigang, aged 48, Senior Engineer, since August 1999, Mr Wei has acted as Assistant to General Manager of the Company; since June 2001, Mr Wei has acted as Deputy General Manager of the Company.

Mr Shi Xiongliang, aged 49, Senior Engineer, since August 1999, Mr Shi has acted as Deputy Chief Engineer of the Company; since June 2001, Mr Shi has acted as Deputy General Manager and Chief Engineer of the Company.

Mr Qi Sihua, aged 42, Ph D, Deputy Professor of Precise Machinery and Instrument Faculty of Science and Technology University in China.

Please also refer to the published version of this announcement in the South China Morning Post dated 3 September 2002.

Maanshan Iron & Steel Company Limited

3 September 2002

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