Announcement on the Implementation of Share Swap Absorption Merger of Chongqing Titanium Industry Co., Ltd. and Sichuan Changcheng Special Steel Co., Ltd. by Panzhihua New Steel Vanadium Co., Ltd.
The company and all members of the board of directors guarantee the truthfulness, accuracy, and completeness of the announcement content and bear joint liability for any false records, misleading statements, or significant omissions.
Important Notice
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Panzhihua New Steel Vanadium Co., Ltd. (hereinafter referred to as "Panzhihua Steel Vanadium") intends to implement a significant asset restructuring (hereinafter referred to as "this major asset restructuring") by issuing shares to purchase assets from Panzhihua Iron and Steel (Group) Company (hereinafter referred to as "Panzhihua Group") and its affiliates, while also conducting a share swap absorption merger with Chongqing Titanium Industry Co., Ltd. (hereinafter referred to as "Chongqing Titanium") and Sichuan Changcheng Special Steel Co., Ltd. (hereinafter referred to as "Changcheng"). On December 25, 2008, the China Securities Regulatory Commission (hereinafter referred to as "CSRC") issued the "Approval on Panzhihua New Steel Vanadium Co., Ltd. Issuing Shares to Purchase Assets and Absorbing Merger of Chongqing Titanium Industry Co., Ltd. and Sichuan Changcheng Special Steel Co., Ltd." (Zheng Jian Xu Ke [2008] No. 1445), approving Panzhihua Steel Vanadium's major asset restructuring.
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According to the relevant plan for the share swap absorption merger of Panzhihua Steel Vanadium with Chongqing Titanium and Changcheng (hereinafter referred to as "this merger"), to fully protect the interests of shareholders of Panzhihua Steel Vanadium, Chongqing Titanium, and Changcheng, Panzhihua Steel Vanadium has arranged for a third party, Anshan Iron and Steel Group Co., Ltd. (hereinafter referred to as "Ansteel Group"), to provide cash options (hereinafter referred to as "the first cash option") to all other shareholders of Panzhihua Steel Vanadium, Chongqing Titanium, and Changcheng, excluding Panzhihua Group and its affiliates, as well as shareholders who have committed not to exercise cash options. To encourage more shareholders of Panzhihua Steel Vanadium with cash options to continue holding Panzhihua Steel Vanadium shares, Ansteel Group has further committed to provide an additional cash option declaration right (hereinafter referred to as "the second cash option") to those shareholders who do not declare the exercise of the first cash option by the deadline. The specific declaration method for the first cash option will be separately announced by the relevant listed companies no later than April 3, 2009.
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Based on the results of the first cash option declaration, if Ansteel Group's acceptance of investors exercising the first cash option triggers Ansteel Group's obligation for a tender offer due to the number of shares obtained, Ansteel Group will perform the corresponding legal procedures in accordance with the relevant provisions of the "Measures for the Administration of the Acquisition of Listed Companies," and will complete this merger after the legal procedures are fulfilled.
I. Major Asset Restructuring Plan of Panzhihua Steel Vanadium
- Issuing Shares to Purchase Assets Panzhihua Steel Vanadium intends to issue shares to Panzhihua Group and its affiliates as a payment method to purchase operational assets related to steel, vanadium, titanium, and mining. The issuance price of the shares to be issued by Panzhihua Steel Vanadium is the average trading price of Panzhihua Steel Vanadium's shares over the twenty trading days prior to the announcement of the first board resolution for this major asset restructuring, which is 9.59 yuan/share. The total assessed value of the assets to be purchased is 740,714.92 million yuan, and Panzhihua Steel Vanadium will issue a total of 750 million shares to four share subscription parties according to the upper limit of the issuance based on the asset assessment value, issuing 184,419,566 shares, 186,884,886 shares, 334,675,348 shares, and 44,020,200 shares to Panzhihua Group, Panzhihua Iron and Steel Co., Ltd., Chengdu Iron and Steel Co., Ltd., and Sichuan Changcheng Special Steel Co., Ltd., respectively.