After joining the "big family" of CITIC Group, the recent situation of Nanjing Iron and Steel Co., Ltd. (600282) has attracted more attention. On the evening of December 28, Nanjing Iron and Steel Co., Ltd. disclosed the report of the board of directors to all shareholders on the tender offer of Hubei Xinyegang *** hereinafter referred to as "Xinyegang").
At the same time, the listed company also launched the third phase of the shareholder dividend plan, clarifying that the annual cash dividend for the three years from 2024 to 2026 shall not be less than 30% of the net profit attributable to the parent company in the current year.
The actual controller of Nanjing Iron and Steel Co., Ltd. has been changed to CITIC Group
Xinyegang is a subsidiary of CITIC Group, and as of the date of signing the report, Xinyegang directly holds 552482% equity, Nanjing Iron and Steel Group holds 100% equity of Nanjing Iron and Steel Union, and indirectly holds a total of 36 shares of Nanjing Iron and Steel Co., Ltd. through Nanjing Iron and Steel Union and its wholly-owned subsidiary4.4 billion shares, accounting for 59 percent of the total share capital of the listed company10%。
On April 2, 2023, Xinyegang signed the "Strategic Investment Framework Agreement" and the "Capital Increase Agreement" with Nanjing Iron and Steel Venture Capital, Xingong Investment and Nanjing Iron and Steel Group, and Xinyegang plans to invest 135800 million yuan to increase the capital of Nanjing Iron and Steel Group, after the completion of the relevant capital increase, Xinyegang will hold 55 of Nanjing Iron and Steel Group2482% equity and became the controlling shareholder of Nanjing Iron and Steel Group. On the same day, Nanjing Iron and Steel Group signed the "Equity Transfer Agreement" with Fosun Hi-Tech, Fosun Industrial Investment and Fosun Industrial Development by exercising the right of first refusal to acquire 60% of the equity of Nanjing Ganglian.
On December 15, the new "Nanjing Iron and Steel Group" was inaugurated. The inauguration of the new Nanjing Iron and Steel Group marks that Nanjing Iron and Steel Group has officially become a member of the CITIC Group system, and the actual controller of the listed company Nanjing Iron and Steel Co., Ltd. has been changed from Guo Guangchang to CITIC Group.
The establishment of New Nangang Group is a major event for CITIC Group and a 'milestone' in the development history of CITIC Pacific and CITIC Pacific Special Steel. Xi Guohua, Secretary of the Party Committee of CITIC Group, said at the unveiling ceremony that it is of great significance for CITIC Pacific Special Steel and Nanjing Iron and Steel to join hands: from the industry level, this is the only way to optimize the layout of the steel industry and improve the overall core competitivenessFrom the perspective of CITIC, this is a key move to consolidate and expand development advantages and accelerate the construction of world-class enterprises, "CITIC Group will fully support the two enterprises to become stronger, better and bigger, and stand up the backbone of special steel for the development of China's high-end manufacturing industry." ”
Nanjing Iron and Steel Co., Ltd. launched the third phase of the shareholder dividend plan
According to the relevant regulations, Nanjing Iron and Steel Group is required to fulfill the obligation of general tender offer and issue a general offer to other shareholders of Nanjing Iron and Steel Co., Ltd. except Nanjing Iron and Steel Union and Nanjing Iron and Steel Union. After negotiation between Yinglian Steel, a wholly-owned shareholder of Xinyegang, and Nanjing Iron and Steel Group, Xinyegang was designated as the entity that actually executed the tender offer to accept and hold the shares of the tender offer.
By Offer**369 yuan shares, the maximum total amount of funds required for this tender offer is 930.4 billion yuan. The tender offer will be valid for a total of 30 calendar days, from December 13, 2023 to January 11, 2024.
The board of directors of Nanjing Iron and Steel Co., Ltd. put forward the following suggestions on the tender offer: Nanjing Iron and Steel Co., Ltd. aims to build a first-class listed company respected and loved by investors. The board of directors of the company is optimistic about the future development of the company and has full confidence in the company's sustainable development and stable returns to investors. As of the date of signing the report, taking into account the performance of the company in the secondary market, it is recommended that the shareholders of the company should fully consider the company's development prospects, their own risk appetite, investment costs and other factors, and finally decide whether to accept the tender offer conditions depending on the fluctuations of the company's secondary market during the tender offer period.
From January to September 2020, 2021, 2022 and 2023, the operating income of Nanjing Iron and Steel Co., Ltd. was 5312.3 billion yuan, 7567.4 billion yuan, 7066.7 billion and 5636.5 billion yuan, and the net profit attributable to shareholders of listed companies was 284.6 billion yuan, 409.1 billion yuan, 216.1 billion yuan and 166.5 billion yuan.
On the evening of December 28, Nanjing Iron and Steel Co., Ltd. also launched the third phase of the shareholder dividend plan, clarifying that the annual cash dividend for the three years from 2024 to 2026 shall not be less than 30% of the net profit attributable to the parent company of the year, and shorten the dividend cycle and increase the medium-term dividend. Since the implementation of the first two phases of the shareholder dividend plan, the cumulative dividend in the five years from 2018 to 2022 has exceeded 7.5 billion yuan, with an average dividend ratio of 48%.
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