- Stock Code: 000569 Stock Abbreviation: Changcheng Co., Ltd. Announcement No.: 2009-015
Panzhihua Steel Vanadium Co., Ltd. announces the share swap absorption merger with Pangang Group Chongqing Titanium Industry Co., Ltd. and Pangang Group Sichuan Changcheng Special Steel Co., Ltd. The company and all members of the board 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 Steel Vanadium Co., Ltd. (hereinafter referred to as "Pangang Steel Vanadium") intends to implement a significant asset restructuring (hereinafter referred to as "this significant asset restructuring") by issuing shares to Pangang Group and its affiliates to purchase assets, while absorbing and merging Pangang Group Chongqing Titanium Industry Co., Ltd. (hereinafter referred to as "Pangyu Titanium") and Pangang Group Sichuan Changcheng Special Steel Co., Ltd. (hereinafter referred to as "Changcheng Co., Ltd."). On December 25, 2008, the China Securities Regulatory Commission (hereinafter referred to as "CSRC") issued the approval for Panzhihua Steel Vanadium's issuance of shares to purchase assets and absorb the merger of Pangyu Titanium and Changcheng Co., Ltd. (CSRC Approval [2008] No. 1445), approving this significant asset restructuring.
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According to the relevant plan for the share swap absorption merger of Pangyu Titanium and Changcheng Co., Ltd. (hereinafter referred to as "this merger"), to fully protect the interests of shareholders of Pangang Steel Vanadium, Pangyu Titanium, and Changcheng Co., Ltd., Pangang 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 Pangang Steel Vanadium, Pangyu Titanium, and Changcheng Co., Ltd. excluding Pangang Group and its affiliates, as well as shareholders who have committed not to exercise cash options. To encourage more shareholders of Pangang Steel Vanadium with cash options to continue holding Pangang 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.
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The record date for the share swap absorption merger is April 28, 2009.
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After the implementation of the share swap absorption merger, Pangyu Titanium (000515) and Changcheng Co., Ltd. (000569) will apply to the Shenzhen Stock Exchange for the termination of their listing status, while Pangang Steel Vanadium (000629) will submit an application for the listing of the newly issued shares. Trading of Pangang Steel Vanadium shares will resume after the completion of the above procedures.