STRATEGIC RESTRUCTURING AND RESUMPTION OF TRADING

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. STRATEGIC RESTRUCTURING AND RESUMPTION OF TRADING This announcement is made by the Company pursuant to the Inside Information Provisions under Part XIVA of the SFO and Rule 13.09(2)(a) of the Listing Rules. THE STRATEGIC RESTRUCTURING The Board hereby announces that, on 8 December 2015, the Company received a notice from CMGC that, on 8 December 2015, the SASAC approved the Strategic Restructuring between CMGC and China Minmetals, whereby the entire MCC Group will be consolidated into China Minmetals, and the Company will therefore become a listed subsidiary of China Minmetals upon completion of the Strategic Restructuring. It remains unchanged that MCC Group is the controlling shareholder of the Company and SASAC is the ultimate controller of the Company. The Strategic Restructuring may lead to a general offer for the shares of the Company under the relevant requirements of the PRC and the Takeovers Code unless otherwise waived by the CSRC and the SFC. 1

2 The Company has been informed by China Minmetals that China Minmetals will (i) seek a confirmation from the SFC that no mandatory general offer obligation will be triggered, or apply to the SFC for a waiver under Note 6 to Rule 26.1 of the Takeovers Code to dispense with its obligations to make a mandatory general offer for the shares of the Company (other than those already owned or to be owned by it and parties acting in concert with it); and (ii) apply to the CSRC for a waiver from making a mandatory general offer for the shares of the Company. The Company has also been informed that no application has been made by China Minmetals to the SFC or the CSRC as at the date of this announcement, but China Minmetals will make such application as soon as possible. The Company will make further announcement(s) with regards to the progress of the Strategic Restructuring as and when required under the Takeovers Code and/or the Listing Rules. RESUMPTION OF TRADING Trading in the H shares of the Company on the Hong Kong Stock Exchange was suspended from 9:00 a.m. on 20 August 2015 at the request of the Company and continued to be suspended from 26 August 2015 pending the release of this announcement by the Company. An application has been made by the Company to the Hong Kong Stock Exchange for the resumption of trading in the H shares of the Company with effect from 9:00 a.m. on 9 December This announcement is made by the Company pursuant to the Inside Information Provisions under Part XIVA of the SFO and Rule 13.09(2)(a) of the Listing Rules. Reference is made to the announcements of the Company dated 20 August 2015 and 25 August As stated in these announcements, trading in the H shares of the Company on the Hong Kong Stock Exchange has been suspended from 9:00 a.m. on 20 August Moreover, as CMGC, the controlling shareholder of the Company holding approximately 64.18% of the total issued share capital of the Company, was contemplating significant matters which may affect the share price of the Company and therefore constitute inside information of the Company, the trading in the H shares of the Company continued to be suspended from 26 August 2015 pending the release of this announcement by the Company. 2

3 THE STRATEGIC RESTRUCTURING The Board announced that, on 8 December 2015, the Company received a notice from CMGC that, pursuant to an overall arrangement made by the Central Committee of the Communist Party of China and the State Council on the comprehensively deepening reform and the general requirements of the reform of state-owned enterprises, on 8 December 2015, the SASAC approved the Strategic Restructuring between CMGC and China Minmetals, whereby the entire MCC Group will be consolidated into China Minmetals, and the Company will therefore become a listed subsidiary of China Minmetals upon completion of the Strategic Restructuring. It remains unchanged that MCC Group is the controlling shareholder of the Company and SASAC is the ultimate controller of the Company. China Minmetals is a state wholly-owned enterprise established in the PRC under direct control of SASAC. It is a comprehensive conglomerate focusing on metal and mineral products business, and possessing trade-based, resource-backed, industry- and trading-integrated and vertically-extended capabilities. CMGC and China Minmetals will implement the Strategic Restructuring with an aim to build a worldwide first-class metal and mineral products conglomerate which will be strategically positioned as a guardian of nation resource safety, an innovator of industrial upgrade and a driver of corporate transformation and logistics. The Strategic Restructuring is necessary for the central enterprises to become better, bigger and stronger, through which their anti-risk ability, international influence and control capability will be greatly enhanced. As the national team for metallurgical construction, major force of fundamental construction as well as the top runner of the emerging industries in China, the Company owns and operates 97% of core assets of the MCC Group. The Company also possesses successful experience in transformation and upgrade of enterprises, strong innovation capability in scientific research and development, long-term prosperity and sustainable development in future. The Strategic Restructuring will play an important significance to the Company for its emphasis on establishing the No. 1 national team for metallurgical construction, services and operations in the world and the key team for construction of the national infrastructures. 3

4 The Strategic Restructuring will be conducive to the Company to undertake the national responsibility for guiding the PRC metallurgical industry to achieve a higher level by taking advantage of its state-of-the-art core technology, indispensable advantage of integrating the whole industry chain in the metallurgical industry, and constant reformative and innovative capability. It will also facilitates the Company to actively implement the national strategy of Going Out and One Belt, One Road, which will make a new breakthrough in international cooperation in production capacity and equipment, as well as contracting of international construction and thus greatly enhance the proportion of overseas business. It will allow the Company to fully capitalize on its strong capability on project construction with four Class-A engineering design integrated qualifications ( ) and 23 specialgrade qualifications for general constructions ( ), and to focus on the development of principal businesses in the four beams and eight columns ( ) industries, including transportation infrastructure, urban comprehensive pipelines, energy conservation and environmental protection, featured theme parks and high-end property construction. It will also facilitate the Company to mobilize the initiatives of 16 state-level scientific and technological platforms with more than 53,000 engineering and technical personnel, and by taking advantages of the combination of industry and finance, to proactively develop emerging businesses such as smart cities, sponge cities and beautiful countryside construction and advanced manufacturing and 3D printing technologies and internet plus. The Strategic Restructuring may lead to a general offer for the shares of the Company under the relevant requirements of the PRC and the Takeovers Code unless otherwise waived by the CSRC and the SFC. The Company has been informed by China Minmetals that China Minmetals will (i) seek a confirmation from the SFC that no mandatory general offer obligation will be triggered, or apply to the SFC for a waiver under Note 6 to Rule 26.1 of the Takeovers Code to dispense with its obligations to make a mandatory general offer for the shares of the Company (other than those already owned or to be owned by it and parties acting in concert with it); and (ii) apply to the CSRC for a waiver from making a mandatory general offer for the shares of the Company. The Company has also been informed that no application has been made by China Minmetals to the SFC or the CSRC as at the date of this announcement, but China Minmetals will make such application as soon as possible. The Company will make further announcement(s) with regards to the progress of the Strategic Restructuring as and when required under the Takeovers Code and/or the Listing Rules. 4

5 RESUMPTION OF TRADING Trading in the H shares of the Company on the Hong Kong Stock Exchange was suspended from 9:00 a.m. on 20 August 2015 at the request of the Company and continued to be suspended from 26 August 2015 pending the release of this announcement by the Company. An application has been made by the Company to the Hong Kong Stock Exchange for the resumption of trading in the H shares of the Company with effect from 9:00 a.m. on 9 December DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions have the following meanings: Board China Minmetals CMGC Company CSRC Hong Kong Stock Exchange Listing Rules MCC Group SASAC the board of directors of the Company; China Minmetals Corporation* ( ), a state wholly-owned enterprise established in the PRC under direct control of SASAC; China Metallurgical Group Corporation* ( ), a state wholly-owned enterprise established in the PRC under direct control of SASAC and the controlling shareholder of the Company; Metallurgical Corporation of China Ltd.* ( ), a joint stock limited company with limited liability incorporated under the laws of the PRC on 1 December 2008; the China Securities Regulatory Commission ( ); The Stock Exchange of Hong Kong Limited; the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange; CMGC and its subsidiaries (including the Company and its subsidiaries); the State-owned Assets Supervision and Administration Commission of the State Council ( ); 5

6 SFC SFO State Council the Securities and Futures Commission of Hong Kong; the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong); the State Council of the People s Republic of China ( ); Strategic Restructuring the strategic restructuring between CMGC and China Minmetals, upon completion of which, China Minmetals will hold the entire equity interest of CMGC, which will in turn continue to hold approximately 64.18% of the total issued share capital of the Company; and Takeovers Code the Hong Kong Code on Takeovers and Mergers. The Strategic Restructuring may lead to a general offer for the shares of the Company under the relevant requirements of the PRC and the Takeovers Code unless otherwise waived by the CSRC and the SFC. Shareholders of the Company and the public investors should exercise extreme caution when dealing in the securities of the Company. Beijing, the PRC 8 December 2015 By order of the Board Metallurgical Corporation of China Ltd.* Lin Xiaohui Company Secretary As at the date of this announcement, the Board of the Company comprises two executive directors: Mr. Guo Wenqing and Mr. Zhang Zhaoxiang; two non-executive directors: Mr. Jing Tianliang and Mr. Lin Jinzhen; and three independent nonexecutive directors: Mr. Yu Hailong, Mr. Ren Xudong and Mr. Chan Ka Keung Peter. The directors joint and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading. * For identification purpose only 6