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南钢股份: 中信证券股份有限公司关于泰富特钢(江苏)有限公司收购南京钢铁股份有限公司之2025年半年度持续督导意见暨持续督导总结报告
Zheng Quan Zhi Xing·2025-09-04 16:06

Group 1 - The core viewpoint of the news is the acquisition of Nanjing Steel Co., Ltd. by Taifu Special Steel (Jiangsu) Co., Ltd., with Citic Securities acting as the financial advisor for the transaction [1][2] - The acquisition involves the transfer of 55.2482% equity of Nanjing Steel Group from Hubei Xinye Steel Co., Ltd. to Jiangsu Special Steel, resulting in Jiangsu Special Steel holding 59.10% of Nanjing Steel Co., Ltd. after the transaction [2][3] - The financial advisor confirms that during the continuous supervision period, both the acquirer and the target company have complied with relevant laws and regulations, and there are no violations of corporate governance rules [3][4] Group 2 - Jiangsu Special Steel and its controlling shareholder, Changyue Investment, have made commitments to maintain the independence of Nanjing Steel Co., Ltd. post-acquisition, ensuring no improper benefits are sought [3][4] - The acquirer has also committed to avoiding any substantial competition with Nanjing Steel Co., Ltd. and has outlined measures to prevent such competition [4][5] - The financial advisor has verified that the commitments regarding independence and competition have been strictly adhered to during the supervision period [5][6] Group 3 - There are no plans to change the main business operations of Nanjing Steel Co., Ltd. within the next 12 months, and no significant adjustments to its assets or business are anticipated [8][9] - The acquirer has no plans to adjust the board of directors or senior management of Nanjing Steel Co., Ltd. during the supervision period [9][10] - There are no proposed changes to the company's articles of association or significant alterations to employee hiring practices [10][12] Group 4 - The financial advisor has found no instances of Nanjing Steel Co., Ltd. providing guarantees or loans to the acquirer or its affiliates that would harm the interests of the company [12][13] - Overall, the financial advisor concludes that the acquirer and its affiliates have fulfilled their reporting and announcement obligations, and there are no violations of public commitments [13]