厦门钨业: 厦门钨业股份有限公司收购报告书

Core Viewpoint - The acquisition of Xiamen Tungsten Industry Co., Ltd. by Fujian Provincial Industrial Holding Group Co., Ltd. is aimed at accelerating the strategic restructuring and professional integration of state-owned enterprises in Fujian Province, with the latter becoming an indirect controlling shareholder of Xiamen Tungsten [1][8]. Group 1: Acquisition Details - The acquisition involves the transfer of 80% equity of Fujian Metallurgy (Holding) Co., Ltd. from the Fujian Provincial State-owned Assets Supervision and Administration Commission to Fujian Provincial Industrial Holding Group, resulting in the latter indirectly controlling 30.90% of Xiamen Tungsten's voting rights [2][9]. - The acquisition is executed through a state-owned equity transfer without compensation, which does not require the issuance of a public offer according to the regulations [10][11]. - The acquisition does not change the controlling shareholder or actual controller of Xiamen Tungsten, which remains Fujian Rare Earth Group and the Fujian Provincial State-owned Assets Supervision and Administration Commission, respectively [8][14]. Group 2: Regulatory Compliance - The acquisition has been approved by the relevant government authorities, and the necessary legal procedures have been followed, including the approval from the Fujian Provincial Government for the establishment of Fujian Provincial Industrial Holding Group [8][9]. - The acquisition requires the completion of registration procedures for the change of shareholders at the government market supervision department [9][10]. Group 3: Future Plans - There are no immediate plans for further increasing or disposing of shares in Xiamen Tungsten within the next 12 months following the acquisition [8][12]. - The acquirer has committed to maintaining the independence of Xiamen Tungsten in terms of assets, personnel, finance, and operations, ensuring no adverse impact on its independent operational capabilities [14][17].