Securities code: 600569 securities abbreviation: Anyang Iron & Steel Inc(600569) No.: 2022-012 Anyang Iron & Steel Inc(600569)
Suggestive announcement on the progress of mixed ownership reform of controlling shareholders and free transfer of some state-owned shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● Anyang Iron & Steel Inc(600569) (hereinafter referred to as "the company") controlling shareholder Anyang Iron & Steel Inc(600569) Group Co., Ltd. (hereinafter referred to as "Angang Group") and the company's indirect controlling shareholder Henan Machinery and equipment investment group Co., Ltd. (hereinafter referred to as "the investment group") signed the agreement on free transfer of state-owned shares of listed companies (hereinafter referred to as "the investment group") on February 25, 2022 "Free transfer agreement"), Angang Group plans to transfer its 574484277 RMB common shares (accounting for 20% of the total share capital of the company) to the installation investment group free of charge.
● this equity change is caused by free transfer and does not involve tender offer.
● after the implementation of this free transfer, the controlling shareholder and actual controller of the company will not change.
● this free transfer is an important part of the mixed ownership reform of Angang Group. In accordance with the step requirements of the overall work plan for mixed ownership reform of Angang Group, the equipment group will continue to promote matters related to the mixed ownership reform of Angang Group, which may involve major changes in the company's ownership structure.
1、 Basic information of this free transfer
The company recently received a notice from Angang Group, the controlling shareholder of the company, 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 the reply on the transfer of Anyang Iron & Steel Inc(600569) 574484277 shares held by Angang Group to Henan equipment investment group for free According to the resolution on free transfer of Anyang Iron & Steel Inc(600569) 20% equity held by Angang Group, Angang Group and the Investment Group signed the agreement on free transfer of state-owned shares of listed companies on February 25, 2022. Angang Group plans to transfer its 574484277 ordinary shares of the company (accounting for 20% of the total share capital of the company) to the investment group free of charge.
Before this free transfer, the company's indirect controlling shareholder, the investment group, did not directly hold the company's shares; Through its wholly-owned subsidiary and the controlling shareholder of the company, Angang Group holds 1918308486 ordinary shares of the company, accounting for 66.78% of the total shares of the company.
The equity structure is shown in the figure below:
State owned assets supervision and Administration Commission of Henan Provincial People's Government
100%
Henan Machinery Equipment Investment Group Co., Ltd
100%
Anyang Iron & Steel Inc(600569) Group Co., Ltd
66.78%
Anyang Iron & Steel Inc(600569)
After the completion of this free transfer, the installation investment group directly holds 574484277 RMB common shares of the company, accounting for 20% of the total shares of the company; Through Angang Group, it holds 1343824209 ordinary shares in RMB, accounting for 46.78% of the total shares of the company.
The equity structure is shown in the figure below:
State owned assets supervision and Administration Commission of Henan Provincial People's Government
100%
Henan Machinery Equipment Investment Group Co., Ltd
100%
20% Anyang Iron & Steel Inc(600569) Group Co., Ltd
46.78%
Anyang Iron & Steel Inc(600569)
This free transfer will not lead to the change of the controlling shareholder and actual controller of the company. 2、 Basic information of free transfer of shares to related parties
1. Basic information of share transferor
Company name: Anyang Iron & Steel Inc(600569) Group Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: meiyuanzhuang, Yindu District, Anyang City
Legal representative: Li Lijian
Registered capital: 3131.532 million yuan
Date of establishment: December 27, 1995
Business term: long term
Business scope: export business of self-produced products and related technologies of the enterprise; Operate the import business of the enterprise technology; Operate the enterprise's feed processing and "three supplies and one compensation" business. Production and sales of beverages, purified water, frozen drinks and house leasing (branches with upper limit shall operate with valid licenses). Operate the state-owned assets authorized by the government, the production and operation of metallurgical products and by-products, steel extension products, chemical products (excluding flammable, explosive and dangerous goods), metallurgical auxiliary materials, machined products, agricultural and sideline products (excluding cotton, tobacco, cocoon and grain); Design, manufacture and operation of metallurgical electromechanical equipment, technical services, cooperation and consulting services; Use its own TV stations to publish Chinese TV advertisements and undertake classified TV advertising business. Sales of household appliances and accessories, sporting goods, radio and television equipment; Accommodation, catering, tourism management, software and information technology services; Bidding agent. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Basic information of the transferee
Company name: Henan Machinery Equipment Investment Group Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Registered address: No. 105, Huashan Road, Zhongyuan District, Zhengzhou City, Henan Province
Legal representative: Zhang Yongxing
Registered capital: 550 million yuan
Date of establishment: July 27, 2015
Business term: long term
Business scope: investment and asset management; Research and development of related technologies in the field of mechanical equipment; 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)
3、 Main contents of free transfer agreement
1. Angang Group agreed to transfer 574484277 RMB common shares of the company to the installation investment group free of charge, and the installation investment group agreed to accept the transferred target shares.
2. This transfer is based on October 31, 2021.
3. After the completion of this transfer, the rights and obligations related to the transferred shares shall be enjoyed and borne by the installation investment group from the date of completion of the share transfer.
4. This transfer does not involve the change of employee identity of Angang Group; After the transfer is completed, Angang Group continues to exist in accordance with the law and continues to perform the labor contracts signed with the employees, without the problem of employee resettlement.
5. After the completion of this transfer, the creditor's rights, debts and contingent liabilities before the transfer of Angang Group will still be enjoyed and borne by Angang Group. Angang Group and the investment group enjoy the rights and obligations of shareholders according to the number of shares they hold.
4、 Follow up matters and risk tips of this free transfer
1. The implementation of this free transfer of shares will not lead to changes in the controlling shareholders and actual controllers of the company. The direct controlling shareholder of the company is still Angang Group, and the actual controller is still the state owned assets supervision and Administration Commission of Henan Provincial People's government.
2. This free transfer of shares does not involve tender offer.
3. This free transfer is an important part of the mixed ownership reform of Angang Group. In accordance with the step requirements of the overall work plan for mixed ownership reform of Angang Group, the equipment group will continue to promote matters related to the mixed ownership reform of Angang Group, which may involve major changes in the company's ownership structure. The company will timely fulfill the obligation of information disclosure according to the progress.
4. According to relevant regulations, Angang Group has prepared an equity change report for the free transfer of state-owned shares. See the company's website at Shanghai Stock Exchange (www.sse. Com. CN) on the same day for details Short form equity change report (share reduction) disclosed.
Information about the company can be found on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the relevant announcements published in China Securities News and Shanghai Securities News, the designated information disclosure media of the company, please invest rationally and pay attention to investment risks.
It is hereby announced.
Anyang Iron & Steel Inc(600569) board of directors
February 25, 2022
