Asset Purchase Agreement; (2) Proposed Appointment of Directors; (3) Proposed Appointment of Supervisors; and (4) Notice of 2021 Second Extraordinary General Meeting
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Chongqing Iron & Steel Company Limited, you should at once hand this circular and the accompanying proxy forms and reply slips to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. (1) DISCLOSEABLE AND CONNECTED TRANSACTIONS – ASSET PURCHASE AGREEMENT; (2) PROPOSED APPOINTMENT OF DIRECTORS; (3) PROPOSED APPOINTMENT OF SUPERVISORS; AND (4) NOTICE OF 2021 SECOND EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out from pages 1 to 7 of this circular. A notice convening the EGM to be held at 2:00 p.m. on Thursday, 12 August 2021 at Chongqing Iron & Steel Conference Center, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, the PRC, is set out on pages 47 to 49 of this circular. The proxy form for use at the EGM are enclosed with this circular. Shareholders are advised to read the notice. Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s registered office (in the case of proxy form by holders of domestic shares) at No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, the PRC (Postal Code: 401258) or at the Company’s H share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 24 hours before the time appointed for such meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM, or any adjournment thereof, if you so wish. 26 July 2021 CONTENT Page DEFINITIONS ................................................................ ii LETTER FROM THE BOARD ................................................... 1 LETTER FROM THE INDEPENDENT BOARD COMMITTEE......................... 8 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ........................ 9 APPENDIX I – THE VALUATION REPORT..................................... 19 APPENDIX II – THE CANDIDATES OF DIRECTORS AND THEIR BIOGRAPHY ...... 36 APPENDIX III – THE CANDIDATES OF SUPERVISORS AND THEIR BIOGRAPHY .... 40 APPENDIX IV – GENERAL INFORMATION ..................................... 42 NOTICE OF EGM ............................................................. 47 – i – DEFINITIONS In this circular, the following expressions have the following meanings, unless the context requires otherwise: “A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange “Articles of Association” the articles of association of the Company “Asset Lease Agreement” the lease agreement in respect of the Pre-ironmaking Assets entered into between the Company and Changshou Iron & Steel on 16 November 2020 “Asset Purchase Agreement” the asset purchase agreement entered into between the Company and Changshou Iron & Steel on 23 June 2021, pursuant to which, the Company agreed to purchase the Pre-ironmaking Assets of Changshou Iron & Steel “Board” the board of Directors “Changshou Iron & Steel” Chongqing Changshou Iron & Steel Company Limited (重慶長壽 鋼鐵有限公司), a limited liability company established in the PRC and a substantial shareholder (as defined in the Listing Rules) of the Company, which is interested in approximately 23.51 % of the issued share capital of the Company as at the Latest Practicable Date “Company” Chongqing Iron & Steel Company Limited, a company incorporated in PRC with limited liability and the shares of which are listed on Stock Exchange “connected person” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company – ii – DEFINITIONS “EGM” the 2021 second extraordinary general meeting (or any adjournment thereof) of the Company to be convened at Chongqing Iron & Steel Conference Centre, No. 2 Jiangnan Avenue, Jiangnan Street, Changshou District, Chongqing, the PRC, at 2:00 p.m. on Thursday, 12 August 2021, for purpose of approving, among other things, (i) the Asset Purchase Agreement and the transactions contemplated thereunder; (ii) proposed appointment of Directors and (iii) proposed appointment of supervisors “Group” the Company and its subsidiaries “H Share(s)” the foreign invested share(s) in the Company’s share capital, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” an independent board committee comprising all independent non- executive Directors, being formed for the purpose of advising the Independent Shareholders in respect of the entering into of the Asset Purchase Agreement “Independent Financial Adviser” or Rainbow Capital (HK) Limited, a licensed corporation under the “Rainbow Capital” SFO, licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities, which was appointed as the Independent Financial Adviser by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the entering into of the Asset Purchase Agreement “Independent Shareholder(s)” Shareholders other than Changshou Iron & Steel and its associates “Latest Practicable Date” 21 July 2021 “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China – iii – DEFINITIONS “Pre-ironmaking Assets” the assets leased under the Asset Lease Agreement between the Company and Changshou Iron & Steel on 16 November 2020, i.e. the blast furnace, sintering machine, coke oven and other pre- ironmaking machinery and equipment “RMB” renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” holder(s) of shares of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Valuation Report” the valuation report conducted by China Enterprise Appraisals Co., Ltd in relation to the valuation of the Pre-ironmaking Assets as at 31 August 2020 “%” percent – iv – LETTER FROM THE BOARD Executive Directors: Registered office: Mr. Liu Jianrong No.2 Jiangnan Avenue Mr. Zhang Wenxue Jiangnan Street Mr. Tu De Ling Changshou District Mr. Zou An Chongqing, the PRC (Postal Code:401258) Non-executive Directors: Mr. Song De An Mr. Zhou Ping Independent Non-executive Directors: Mr. Xin Qingquan Mr. Xu Yixiang Mr. Wong Chunwa 26 July 2021 To the Shareholders Dear Sir or Madam, (1) DISCLOSEABLE AND CONNECTED TRANSACTIONS – ASSET PURCHASE AGREEMENT; (2) PROPOSED APPOINTMENT OF DIRECTORS; (3) PROPOSED APPOINTMENT OF SUPERVISORS; AND (4) NOTICE OF 2021 SECOND EXTRAORDINARY GENERAL MEETING I. INTRODUCTION Reference is made to the announcement of the Company dated 24 June 2021 in relation to the discloseable and connected transactions – Asset Purchase Agreement. – 1 – LETTER FROM THE BOARD The purpose of this circular is to provide you with the relevant information regarding (i) the Asset Purchase Agreement and the transactions contemplated thereunder; (ii) proposed appointment of Directors; and (iii) proposed appointment of supervisors, and to give you notice of EGM at which resolution(s) will be proposed for the Shareholders to consider and, if thought fit, approve, the aforesaid matters. II. DISCLOSEABLE AND CONNECTED TRANSACTIONS – ASSET PURCHASE AGREEMENT Asset Purchase Agreement On 23 June 2021, the Company entered into the Asset Purchase Agreement with Changshou Iron & Steel, whereby the Company agreed to purchase Pre-ironmaking Assets from Changshou Iron & Steel. Principal terms of the Asset Purchase Agreement are set out below: Date: 23 June 2021 Parties: The Company (as purchaser) and Changshou Iron & Steel (as vendor) Transaction price: According to the Valuation Report, as at 31 August 2020, the appraised value of the Pre-ironmaking Assets was RMB3.447 billion (tax exclusive). Both parties agree that the transaction price of the Pre-ironmaking Assets is determined to be RMB3.551 billion (tax exclusive) after negotiation between the parties based on the appraised value as set out in the Valuation Report, and taking into consideration comprehensively the impact of the time period for payment of the transaction price by instalments. The Directors are of the view that the transaction price of RMB3.551 billion (tax exclusive), which is based on the appraised value of the Pre-ironmaking Assets conducted on 31 August 2020, is fair and reasonable because: (i) as provided in the Valuation Report,