Acquisition report of Fushun Special Steel Co., Lt

2022-07-23
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Acquisition report of Fushun Special Steel Co., Ltd. introduction: listed company: Fushun Special Steel Co., Ltd. listing place: Shanghai Stock Exchange Stock abbreviation: Fushun Special Steel Stock Code: 600399 contact: Wang Yenong purchaser name: Liaoning Special Steel Group Co., Ltd

important statement

1. This report is prepared in accordance with the securities law, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies that offer securities to the public No. 16 - Acquisition report of listed companies and other relevant laws, regulations and departmental rules

2. According to the provisions of the securities law and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the shares of Fushun Special Steel Co., Ltd. (hereinafter referred to as "Fushun Special Steel") held and controlled by Liaoning Special Steel Group Co., Ltd. (hereinafter referred to as "Liaoning special steel group")

3. As of the signing date of this report, LiaoTe group has not held or controlled the shares of Fushun Special Steel in any other way except for the shareholding information disclosed in this report

4. LiaoTe group has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any of the articles of association or internal rules

5. This acquisition is based on the information specified in this report. Except for the acquirer and the professional institution with securities practice qualification employed by the acquirer, no other person has been entrusted or authorized to provide information not listed in the report and make any explanation or explanation to the report

6. This acquisition can only be implemented after the approval of the state owned Assets Management Commission and the exemption of the obligation of tender offer by the CSRC

interpretation

unless otherwise specified, The meanings of the following abbreviations in the report are as follows:

LiaoTe group: Liaoning Special Steel Group Co., Ltd.

Fushun Special Steel Group: Fushun Special Steel (Group) Limited company

purchaser: Liaoning Special Steel Group Co., Ltd.

Fushun Special Steel: Fushun Special Steel Co., Ltd.

Dalian Jinniu: Dalian Jinniu Co., Ltd.

Shanghai Stock Exchange

big steel group: Dalian Iron and Steel Group Co., Ltd.

I. Introduction to the purchaser

1 Basic information of the acquirer

name of the acquirer: Liaoning Special Steel Group Co., Ltd.

registered address: No. 4, Gongxing Road, Ganjingzi District, Dalian City

registered capital: RMB 3115070000

registration number:

enterprise type: limited company

business scope: steel smelting, steel rolling processing, automobile maintenance, automobile (except cars) sales, special steel processing, production of Shenzhen processing

industrial products and additional products sale; Machining and manufacturing; Design, manufacture, installation and maintenance of electromechanical equipment; Incoming material processing

; Lease of houses and equipment; Metallurgical technology consultation and service

date of establishment: May 17th, 1996 established in Dalian

term of operation: from May 17th, 1996 to March 6th, 2007

tax registration certificate No.:

contact:

Contact Fax:

shareholder name: Liaoning Provincial People's government, Fuzhou iron and Steel Group, China Eastern asset management company, China Huarong asset management company, China Cinda Asset Management Company

2 History and ownership structure

the predecessor of LiaoTe group is Dagang group, which was founded in 1996. On December 31, 2002, Dagang group was renamed LiaoTe group. The state-owned equity of the former Dagang group was transferred from Dalian municipal government to Liaoning provincial government

on January 14, 2003, Fuzhou iron and Steel Group, China Eastern asset management company, China Huarong Asset Management Company and China Xinda Asset Management Company signed the capital increase agreement with Liaoning Provincial State owned Assets Management Committee. Fuzhou iron and Steel Group entered LiaoTe group by way of capital increase with 56.62% of the equity of Fushun Special steel held by Fushun Iron and Steel Group and the assets held by the asset management company. The registered capital of LiaoTe group increased from 16361.1 million yuan to 3115.07 million yuan. After the capital increase, the contribution amount and proportion of each shareholder of LiaoTe group are as follows: the people's Government of Liaoning Province contributed 1012.97 million yuan, accounting for 32.52% of the total share capital; Fugang group contributed 826.64 million yuan, accounting for 26.53% of the total share capital; Dongfang asset management company contributed 607.63 million yuan, accounting for 19.51% of the total share capital; Huarong Asset Management Company contributed 557.96 million yuan, accounting for 17.91% of the total share capital; Cinda Asset Management Co., Ltd. contributed 109.87 million yuan, accounting for 3.53% of the total share capital

after the capital increase, LiaoTe group will hold 56.62% of the shares of Fushun Special Steel and 54.9% of the shares of Dalian Jinniu, becoming the largest shareholder of Fushun Special Steel and Dalian Jinniu

the current controlling shareholder of LiaoTe group is the people's Government of Liaoning Province

the controlling shareholder of the former Dagang group is the Dalian municipal government

3. Penalties and litigation and arbitration of the acquirer in the past five years

the acquirer has not been subject to administrative or criminal penalties related to the securities market in the past five years, nor has it been involved in major civil litigation or arbitration related to the securities market

4、 Introduction to directors and senior management of the acquirer the basic information of directors and senior management of LiaoTe group is as follows:

name, title, ID card number, nationality, long-term other

country

right of residence in the region of residence

zhaomingyuan, chairman of the board of directors, Dalian, China

and general Manager

dongxuedong, vice chairman of the board of directors, Dalian, China

executive vice general manager

shaofuqun, director of the board of directors, Dalian, China

Director Liu Wei, Director China Dalian none

director Zhang Licheng, Director China Dalian none

director weishouzhong, Director China Dalian none

director Zhang Yuchun, Director China Fushun none

director Deng Wenchao, Director China Beijing none

director Jiang Weimin, Director China Dalian none

director Wang CE, Director China Dalian none

director Lv Fengjun, Director China Dalian none

supervisor zhaozhenjiang, Supervisor China Dalian none

supervisor Gao Bingyan, China Dalian none

supervisor liuyuepeng China Dalian none

supervisor huangyingwei China Dalian none

supervisor Zhu Hong China Dalian none, Nor did it involve any major civil litigation or arbitration related to the economy

II. Shareholding of the acquirer? 2002? No. 322 reply on Approving the establishment of Liaoning Special Steel Group Co., Ltd., Fushun Special Steel Group increased its capital to Liaoning special steel group at the price of 826.64 million yuan with its 294.4145 million state-owned legal person shares, accounting for 56.62% of the total share capital of Fushun Special Steel. After the capital increase, Liaohe Special Steel Group will hold 294414500 state-owned legal person shares of Fushun Special Steel, accounting for 56.62% of the total share capital of Fushun Special Steel. Meanwhile, LiaoTe group will also hold 165million state-owned legal person shares of Dalian Jinniu, accounting for 54.9% of the total share capital of Dalian Jinniu

before this acquisition, Fuzhou iron and Steel Group held 396724500 state-owned legal person shares of Fushun Special Steel. Among them, Fushun Iron and steel group had a dispute over providing guarantee for Fushun thermal power plant, and 70.57 million shares were frozen by Liaoning Higher People's court; The gas supply contract dispute between Fushun Iron and Steel Group and Fushun Changshun Energy Co., Ltd. was frozen by the Liaoning Provincial Higher People's court. Therefore, it is expected that the scrap market will be mainly consolidated in a narrow range in the near future, with 1.74 million shares, and a total of 102.31 million shares for the two items; Another 120000000 shares were pledged to Fushun Branch of industrial and Commercial Bank of China as guarantee for Fushun Special Steel loan

after contributing 294414500 shares of Fushun Special Steel, Fushun Iron and steel group still holds 102.31 million frozen state-owned legal person shares of Fushun Special Steel, accounting for 19.67% of the total share capital of Fushun Special Steel. The 120000000 shares pledged by Fuzhou iron and Steel Group to Fushun Branch of industrial and Commercial Bank of China are included in this acquisition. When handling relevant equity change procedures with LiaoTe group, Fushun Branch of industrial and Commercial Bank of China is requested to release the pledge guarantee of Fushun Iron and Steel Group, and LiaoTe group is pledged to Fushun Branch of industrial and Commercial Bank of China with its equivalent shares of Fushun Special Steel

LiaoTe group's final acquisition of the above shares can only be realized after China Securities Regulatory Commission exempts the comprehensive tender offer. In addition, the capital increase of Fushun Special Steel Group to Liaohe special steel group with the state-owned legal person shares of Fushun Special Steel needs to be approved by the state-owned assets management committee. LiaoTe group's holding of the above shares will not affect the exercise of voting rights of other shares of the listed company

III. main contents of the capital increase agreement

1. Parties to the agreement: Fuzhou iron and Steel Group, Liaoning Provincial State owned Assets Management Commission, China Eastern Asset Management Corporation, China Huarong Asset Management Corporation, and China Cinda Asset Management Corporation

2. When is the agreement signed? On january14,2003,

3. What is the amount and proportion of capital contribution of each shareholder before the capital increase

shareholder name contribution amount of 10000 yuan accounting for the proportion of registered capital

Liaoning Provincial State owned Assets Management Commission 101297 61.9%

Oriental Asset Management Company 322319.7%

Huarong Asset Management Company 30100 18.4%

total 163610100%

4 After the capital increase, the amount and proportion of each shareholder's contribution

shareholder's name contribution of 10000 yuan accounting for the proportion of registered capital

Liaoning Provincial State owned Assets Management Commission 101297 32.52%

Fushun Special Steel Group Co., Ltd. 82664 26.53%

Oriental Asset Management Company 60763 19.51%

Huarong Asset Management Company 55796 17.91%

Xinda Asset Management company 10987 3.53%

total 311507 100%

5 Capital increase of Fushun Special Steel Group: the state-owned legal person shares held by Fushun Special Steel, 294414500 shares

at the price of 826.64 million yuan, accounted for 56.62% of the total share capital of Fushun Special Steel

6. Effective time and conditions of the agreement

the agreement shall come into force and be implemented when all the following conditions are met

(1) the agreement shall be signed and sealed by the authorized representatives of all parties

(2) the share capital contribution has been approved by the Ministry of finance, China Securities Regulatory Commission and other examination and approval authorities

IV. trading of listed shares in the first six months

according to the commitment of LiaoTe group and the supporting documents issued by China Securities Depository and Clearing Corporation Limited Shanghai Branch, the trading of listed shares of LiaoTe group in the six months before the date of submitting this acquisition report is as follows:

1. LiaoTe group has not traded the listed shares of Fushun Special Steel in the six months before the date of submitting this acquisition report

2. The directors, supervisors, senior managers of the company and the immediate family members of the above-mentioned persons have also declared that the above-mentioned persons and their immediate family members have not traded the listed shares of Fushun Special Steel within six months before the date of submitting the acquisition report

v. major transactions with listed companies

the company and its directors, supervisors and senior managers have not had any transactions to be disclosed with Fushun Special Steel, its related parties and its directors, supervisors and senior managers within 24 months before the reporting date of this acquisition report

VI. source of funds

Fushun Special Steel Group increases the capital of LiaoTe group with its shares in Fushun Special Steel. Therefore, LiaoTe group does not need capital investment for the acquisition of Fushun Special Steel

VII. Follow up plan

after accepting the capital increase of Fushun Iron and Steel Group, Liaohe Special Steel Group will give full play to the advantages of Dalian Jinniu and Fushun Special Steel, form the complementary advantages of Dalian Jinniu and Fushun Special Steel, and the unified allocation of market and resources, so as to make Liaohe special steel group a new large special steel

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