Anyang Iron & Steel Inc(600569)
Acquisition Report
Name of listed company: Anyang Iron & Steel Inc(600569) stock abbreviation: Anyang Iron & Steel Inc(600569) Stock Code: 600569 stock listing place: Shanghai Stock Exchange purchaser name: Henan Machinery and equipment investment group Co., Ltd. domicile: No. 105 Huashan Road, Zhongyuan District, Zhengzhou City, Henan Province
Mailing address: 8 / F, block D, Kailin IFC building, Zhengdong New Area, Zhengzhou City, Henan Province
Date of signature: February, 2002
Purchaser’s statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the interpretation of this report.
1、 This report is prepared by the acquirer in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – acquisition report of listed companies and other relevant laws and regulations.
2、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies, this report has fully disclosed the shares in which the acquirer has an interest in Anyang Iron & Steel Inc(600569) . As of the signing date of this report, except for the shareholding information disclosed in this report, the acquirer has no interest in Anyang Iron & Steel Inc(600569) in any other way.
3、 The purchaser has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 According to the relevant replies of Henan provincial government and Henan SASAC, this acquisition is a price contribution made by Henan SASAC to Henan Machinery and equipment investment group Co., Ltd. (hereinafter referred to as “Henan equipment investment group” or “purchaser”) with 100% equity of Anyang Iron & Steel Inc(600569) Group Co., Ltd. (hereinafter referred to as “Angang Group”). After the acquisition, the acquirer acquired 66.78% of the shares of Anyang Iron & Steel Inc(600569) (hereinafter referred to as ” Anyang Iron & Steel Inc(600569) ” or “listed company”) held by Angang Group and became the indirect controlling shareholder of the listed company; The direct controlling shareholder of the listed company is still Angang Group, and the actual controller of the listed company is still Henan SASAC. This acquisition has not led to any change in the actual controller of the listed company. According to item (I) of Article 62 in Chapter VI of the measures for the administration of acquisition, the acquirer may be exempted from increasing its shares by offer. The purchaser’s acquisition has been approved by the relevant competent authorities, and the procedures to be performed include: (1) handling the registration of changes in the property rights of state-owned assets and the registration of changes in industry and commerce; (2) Other approval matters that may be involved in response to the requirements of relevant regulatory authorities.
5、 This acquisition is based on the information stated in this report. Except for the purchaser and the professional institutions engaged with securities business qualification, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 This acquisition is an important part of the mixed ownership reform of Angang Group. According to the reply of the state owned assets supervision and Administration Commission of the provincial government on the overall work plan for the mixed ownership reform of Anyang Iron & Steel Inc(600569) Group Co., Ltd. (Yu Guo Zi Wen [2021] No. 132), and in accordance with the step requirements of the overall work plan for the mixed ownership reform of Angang Group, after the completion of this acquisition, the acquirer intends to continue to promote matters related to the mixed ownership reform of Angang Group, It may involve significant changes in the equity structure of listed companies, and draw the attention of investors to relevant risks.
catalogue
Section 1 interpretation Section 2 Introduction to the purchaser Section III acquisition decision and acquisition purpose Section IV acquisition method Section V source of funds Section 6 exemption from making an offer 19 Section VII follow up plan Section 8 analysis of the impact on listed companies Section 9 major transactions with listed companies 27 section 10 trading of listed shares in the first six months Section 11 financial information of the purchaser Section 12 other major matters 36 the purchaser declares that 37 financial advisor statement 38 the lawyer declares that Section 13 documents for future reference 40 schedule: forty-three
Section I interpretation
Unless otherwise specified in the context, the following abbreviations of this report have the following meanings: This report and the acquisition report refer to the Anyang Iron & Steel Inc(600569) acquisition report
Anyang Iron & Steel Inc(600569) . Listed company refers to Anyang Iron & Steel Inc(600569)
Angang Group refers to Anyang Iron & Steel Inc(600569) Group Co., Ltd
Henan equipment investment group and purchaser refer to Henan Mechanical Equipment Investment Group Co., Ltd
Zhengzhou Coal Mining Machinery Group Co.Ltd(601717) refers to Zhengzhou Coal Mining Machinery Group Co.Ltd(601717)
The state owned assets supervision and Administration Commission of Henan Province invested 100% of the equity of Angang Group in this acquisition at the appraisal price. This pricing investment refers to the transaction of Henan equipment investment group, which enables the acquirer to acquire Anyang Iron & Steel Inc(600569) 1918308486 shares held by Angang Group (accounting for 66.78% of the total share capital of Anyang Iron & Steel Inc(600569) )
The capital increase agreement signed by Henan SASAC, Henan equipment investment group and Angang Group on February 22, 2022, which increases the 100% equity of Angang Group to Henan equipment investment group
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public – Acquisition report of listed companies
Country / China refers to the people’s Republic of China. For the purpose of this report, unless otherwise specified, it refers to the mainland of the people’s Republic of China
Henan provincial government refers to the people’s Government of Henan Province
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Henan SASAC refers to the state owned assets supervision and Administration Commission of Henan Provincial People’s government
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: unless otherwise specified, there may be differences in the mantissa between the sum of some totals and each breakdown in this report. These differences are caused by rounding
Section II introduction to the purchaser
1、 Basic information of acquirer
Name of purchaser: Henan Machinery Equipment Investment Group Co., Ltd
Legal representative: Zhang Yongxing
Registered at No. 105, Huashan Road, Zhongyuan District, Zhengzhou City, Henan Province
Enterprise type: limited liability company (solely state-owned)
Date of establishment: July 27, 2015
The term of business is valid for a long time
The registered capital is 550 million yuan
Unified social credit code 9141000349519649c
Investment and asset management; Research and development of related technologies in the field of mechanical equipment; Socio economic consultation; Machinery business scope: Sales of equipment and accessories; Mechanical equipment leasing and technical services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Name and shareholding ratio of shareholders state owned assets supervision and Administration Commission of Henan Provincial People’s Government / 100%
Mailing address: 8 / F, block D, Kailin IFC building, No. 88, Jinshui East Road, Zhengdong New Area, Zhengzhou (northeast corner of the intersection of Jinshui East Road and Xinyi Road)
Tel: 0371-61770826
Note: this acquisition is a price contribution made by Henan SASAC to Henan equipment investment group with 100% equity of Angang Group. After the acquisition, the registered capital of Henan equipment investment group will change. 2、 Controlling shareholder and actual controller of the acquirer (I) equity control of the controlling shareholder and actual controller of the acquirer
As of the signing date of this report, the equity control relationship of Henan equipment investment group is shown in the figure below: (II) basic information of the controlling shareholder and actual controller of the acquirer
Henan SASAC holds 100% equity of Henan equipment investment group and is the controlling shareholder and actual controller of Henan equipment investment group. Henan SASAC performs the responsibilities of investor on behalf of Henan Provincial People’s government. Since its establishment, the controlling shareholder and actual controller of Henan equipment investment group have not changed. 3、 Information about the enterprise controlled by the acquirer and its main business
As of the signing date of this report, the enterprises controlled by the acquirer are Henan Zhongrong Financial Leasing Co., Ltd., Henan Zhongrong Zhizao Industrial Co., Ltd. and Henan Tiangong Zhizao Investment Fund Management Co., Ltd. the details are as follows:
Enterprise name legal representative date of establishment shareholding ratio business scope
Financial leasing business of mechanical equipment; Financial leasing of renewable energy equipment; Financial leasing business of environmental protection equipment; Financial leasing of track crossing equipment; Financial leasing business of automobile equipment; Financial leasing business of medical equipment; Henan Zhongrong finance leasing aviation equipment finance leasing Zhang Yongxing 95.00% business on November 9, 2016; Asset leasing business of Ship Equipment Finance Co., Ltd; Financial leasing of agricultural equipment; Financial leasing of construction equipment; Amusement equipment financial leasing business;
