China International Capital Corporation Limited(601995)
about
Anyang Iron & Steel Inc(600569) acquisition Report
of
Financial advisory report
Name of listed company: Anyang Iron & Steel Inc(600569)
Stock abbreviation: Anyang Iron & Steel Inc(600569)
Stock Code: 600569
Place of stock listing: Shanghai Stock Exchange
Financial advisor
27th floor and 28th floor, building 2, international trade building, No. 1, Jianguomenwai street, Chaoyang District, Beijing
February, 2002
catalogue
catalogue 2 section I special statement Section 2 interpretation Section III Financial Advisor’s commitment Section IV verification opinions of the financial advisor seven
1、 Verification of the contents of the acquisition report seven
2、 Verification of the purchaser’s purpose of this acquisition seven
3、 Verification of the purchaser’s subject qualification, economic strength, management ability, other additional obligations and integrity records seven
4、 Counseling for acquirers 10 v. verification of the acquirer’s equity control structure and the way in which its controlling shareholders and actual controllers dominate the acquirer ten
6、 Verification of the source of funds and legitimacy of the acquirer’s acquisition ten
7、 Verification of the purchaser’s payment of acquisition consideration with securities eleven
8、 Verification of the authorization and approval of the acquirer eleven
9、 Verification of transitional arrangements twelve
10、 Verification of the acquirer’s follow-up plan twelve
11、 Verification of the impact of this acquisition on the operating independence and sustainable development of listed companies fourteen
12、 Verification of restrictions on the rights of the acquisition object and other compensation arrangements other than the acquisition price eighteen
13、 Verification of major transactions between the acquirer and its main person in charge and the listed company nineteen
14、 Verification of the purchaser’s purchase and sale of shares of Listed Companies in the first six months 15. In this transaction, the acquirer and the financial consultant do not directly or indirectly employ other third parties with compensation
…… twenty
16、 This acquisition is exempt from making an offer in accordance with the provisions of the acquisition management measures twenty
17、 Financial advisor’s concluding observations twenty-one
Section I special statement
China International Capital Corporation Limited(601995) is entrusted by Henan Machinery and equipment investment group Co., Ltd. to act as the financial adviser for the acquisition of Anyang Iron & Steel Inc(600569) and issue this financial adviser report on the acquisition.
The financial advisory report is issued after careful investigation in accordance with the relevant provisions of the company law, the securities law, the measures for the administration of acquisition and other laws and regulations, in accordance with the generally recognized business standards and ethics in the industry, and based on the principles of good faith and diligence.
As the financial adviser of this acquisition, China International Capital Corporation Limited(601995) put forward the financial advisory opinion on the assumption that all parties to this acquisition fully perform all their responsibilities in accordance with the terms and commitments of relevant agreements. The financial advisor hereby makes the following statement:
1. The documents, materials and other relevant materials on which the financial advisory report is based are provided by the purchaser. The purchaser has guaranteed that all written materials, documents or oral testimony provided by it on which the financial advisory report is based are true, accurate, complete and timely, and there are no major omissions, false records or misleading statements Take full responsibility for timeliness and legitimacy.
2. The financial advisor’s report does not constitute any investment advice for Anyang Iron & Steel Inc(600569) . The financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the financial advisor’s report.
3. Based on the principles of good faith, diligence and due diligence, the financial consultant has followed the working procedures specified in the practice rules to express his opinions on the relevant contents of the acquisition report and its abstract. The contents of his opinions are limited to the contents listed in the main body of the acquisition report and its abstract, unless otherwise required by the CSRC, It does not comment on other aspects related to this acquisition.
4. For the facts that are important to the financial consultant’s report and cannot be supported by independent evidence or need legal, audit and other professional knowledge to identify, the financial consultant makes judgments based on the opinions, statements and other documents issued by relevant government departments, law firms, accounting firms and other relevant units.
5. The financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor’s report and make any explanation or explanation to the financial advisor’s report.
6. The financial advisor mainly reminds investors to carefully read the acquisition report and the publicly disclosed information about the acquisition.
7. 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.
Section II interpretation
In this financial advisory report, unless otherwise specified, the following terms have the following specific meanings: company, acquirer and Henan equipment investment refer to the acquiree of Henan Machinery and equipment investment group Co., Ltd., listed company and Anyang Steel refer to Anyang Iron & Steel Inc(600569) iron and steel
Henan provincial Party committee refers to the Henan Provincial Committee of the Communist Party of China
Henan provincial government refers to the people’s Government of Henan Province
The state owned assets supervision and Administration Commission of Henan Province and the state owned assets supervision and Administration Commission of Henan Province refer to the state owned assets supervision and Administration Commission of Henan Provincial People’s government
Angang Group refers to Anyang Iron & Steel Inc(600569) 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 plans to invest 100% of the equity of Angang Group in Henan equipment investment group at the price of this acquisition and this transaction, so that the acquirer can take over the transaction of 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 between Henan SASAC, Henan equipment investment group and Angang Group refers to the capital increase agreement signed by Henan SASAC to increase the 100% equity of Angang Group to Henan equipment investment group on February 22, 2022
CSRC refers to the China Securities Regulatory Commission
State market supervision and administration means the state market supervision and administration of the people’s Republic of China
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
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
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan unless otherwise specified
The financial advisor, China International Capital Corporation Limited(601995) refers to China International Capital Corporation Limited(601995)
Acquisition report refers to the Anyang Iron & Steel Inc(600569) acquisition report
This report and this financial advisory report refer to the financial advisory report of China International Capital Corporation Limited(601995) on the acquisition report of Anyang Iron & Steel Inc(600569) Co., Ltd
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 III Financial Advisor commitment
1. Has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the acquisition report and its summary issued by the acquirer;
2. Have checked the acquisition report and its abstract issued by the purchaser, and are sure that the content and format of the acquisition report and its abstract issued comply with the provisions;
3. Have sufficient reasons to believe that the acquisition complies with laws, administrative regulations and the provisions of the CSRC, and have sufficient reasons to believe that the information disclosed by the acquirer is true, accurate and complete, and there are no false records, misleading statements and major omissions;
4. The professional opinions issued on this acquisition have been submitted to the internal audit department of the financial adviser for review and passed;
5. During his tenure as a financial consultant, he has taken strict confidentiality measures and strictly implemented the internal firewall system;
6. A continuous supervision agreement has been signed with the acquirer on the continuous supervision after the acquisition in accordance with the requirements of relevant laws and regulations.
Section IV verification opinions of Financial Consultant
1、 Verification of the contents of the acquisition Report
The acquirer has prepared the acquisition report and its summary in accordance with the company law, the securities law, the measures for the administration of acquisition, the No. 16 standard and other relevant laws and regulations, and analyzed the basic information of the acquirer, the acquisition decision and purpose, the acquisition method, the source of funds, the exemption from the offer, the follow-up plan, and the impact on the listed company Major transactions with listed companies, the trading of Anyang Iron & Steel Inc(600569) shares in the first six months, and the financial information of the acquirer were disclosed.
In accordance with the principles of good faith and diligence, the financial consultant checked and verified the contents of the purchaser’s acquisition report, found no false records, misleading statements or major omissions, and the contents disclosed were true, accurate and complete. 2、 Verification of the purchaser’s purpose of this acquisition
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, Henan provincial state owned assets supervision and Administration Commission makes a price contribution to Henan equipment investment group with its 100% equity of Angang Group. As Angang Group holds 66.78% of the shares of Anyang Iron & Steel Inc(600569) , the above pricing contribution will constitute the indirect acquisition of listed companies by Henan equipment investment group. As an important part of the mixed ownership reform of Angang Group, this acquisition is an important attempt to promote the restructuring and integration of the iron and steel industry in Henan Province and accelerate the transformation, development, quality improvement and upgrading of the iron and steel industry, which is of great significance.
After verification, the financial advisor believes that there is no violation of laws and regulations for the purpose of this acquisition. 3、 Verification of the purchaser’s subject qualification, economic strength, management ability, other additional obligations and integrity records
According to all necessary supporting documents provided by the acquirer, the financial consultant checks the acquirer’s subject qualification, strength, main business, continuous operation and integrity.
(I) subject qualification of purchaser
As of the signing date of this financial advisory report, the basic information of the acquirer is as follows:
Name: Henan Machinery Equipment Investment Group Co., Ltd
Registered address: No. 105, Huashan Road, Zhongyuan District, Zhengzhou City, Henan Province
Legal representative: Zhang Yongxing
The registered capital is 550 million yuan
Unified social credit code 9141000349519649c
Enterprise type: limited liability company (solely state-owned)
Investment and asset management; Research and development of related technologies in the field of mechanical equipment; Consultation on the business scope of socio-economic consultation; Sales of mechanical 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)
The term of operation is valid for a long time
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)
Article 6 of the measures for the administration of acquisition stipulates that no one shall use the acquisition of a listed company to damage the legitimate rights and interests of the acquired company and its shareholders. A listed company may not be acquired under any of the following circumstances:
(I) the acquirer has a large amount of debt, which is not paid off when due and is in a continuous state;
(II) the acquirer has committed or is suspected of having committed major illegal acts in the last three years;
