蓄势待发
27日,我们葫芦岛走访小组一行10人到达后,第一时间在房间召开?走市场小组动员会?,冯建刚组长再次传达上级领导指示,突出此次?走市场?的重要性和艰巨性,此次走市场恰逢公司领导提出的?会堂创辉煌?活动开启之年,如何做好市场走访调查,做好玉溪(人民大会堂软红)的宣传工作,不仅关系到?人民大会堂?这个品牌能否再创辉煌,更关系到公司十二五?两个翻一番?目标能否顺利实现。?动员会?上小组成员踊跃发言,献言献策,走访热情高涨,冯组长根据本组成员以往走访经验,合理搭配分组,并划定各组走访区域,大家明确各自职责,更感受到了身上的担子,此次走访我们不是代表个人,而是代表营烟,代表咱们红辽公司,我们就是?会堂?品牌的代言人,我们肩负着所有红辽人的嘱托。大家信心百倍,蓄势待发,只盼明天的太阳早点升起!
细心走访 认真调研
28日,可能是大家的心情真的太急迫了,太想早点投入到工作中,才刚五点就都起床了。早餐过后,各组按照事先划分好的区域展开走访。走访小组每到一处都会受到店主的热情迎接,他们最常说的一句话就是:?你们厂的产品太好卖了,看我这的红塔山(软经典)和会堂(硬红)都卖没了?。赞扬之后他们便会?吐苦水?说:?供应的量太少,倒是多给点啊?。 每每听到他们这么说,大家都会对店主表示感谢,感谢他们一直以来的支持。当心里感觉到喜悦和自豪时,时间似乎过的都特别的快,一天的时间就在大家一个个超市的穿梭间度过了。眼见夕阳西下,大家走了一天,竟也没人感觉疲惫,有的只是那份身为红辽人的荣耀。
回到住地,冯组长组织召开当日?走访总结会?,会上,大家就各自的走访成果依次总结,发言。有了今天的丰富收获和经验,相信明天的走访收益会更多!
有惊喜 热情高
29日,一大早冯组长就给大家带来了一个惊喜:侯厂今天要来葫芦岛慰问走访人员,指导走访工作。大家听了这个惊喜,走访的热情一下子就沸腾了。没想到领导会在百忙之中抽出时间来看大家。
上午九点侯厂来到走访现场,一下车便关切的问候大家:?这两天大家辛苦了?。侯厂指示大家:?此次走访活动一方面是要做好市场调查,了解我厂产品销售情况;另一方面也是希望借此机会磨砺我们员工的意志、品质,强化员工树立‘五种意识’,居安思危,将责任感、危机感化作不竭动力投入到今后的工作中去,为公司十二五‘两个翻一番’的发展目标贡献自己的一份力量?。
有了侯厂的鼓舞,走访起来格外顺利,一上午的走访任务很快就完成了。中午侯厂利用午饭时间认真听取了走访小组成员的汇报发言,并不时与大家交流销售走访心得体会,勉励大家共建咱们红辽和乐家园。通过与侯厂的交流,相信每个走访人员在今后的工作中都会树立新目标,迸发新力量,做出新贡献!
第二篇:(中冶葫芦岛
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.
ANNOUNCEMENT
CONNECTED TRANSACTION
ACQUISITION OF 100% EQUITY INTEREST IN
XIZANG HUAYI GONGMAO CO., LTD FROMHULUDAO ZINC FACTORY
The Company announces that MCC Huludao Nonferrous Metals Group Co., LTD?????????????????(“MCC Huludao”), a non-wholly owned subsidiary of the Company, has entered into the Equity Transfer Agreement on 15 January 2010 with Huludao Zinc Factory???????(“Huludao Zinc”), pursuant to which MCC Huludao agreed to acquire, and Huludao Zinc agreed to sell, the entire equity interest in Xizang Huayi Gongmao Co., Ltd????????????(“Xizang Huayi”), at a consideration of approximately RMB387.39 million (equivalent to approximately HK$440.04 million), which will be wholly satisfied by the offsetting of the moneys due from Huludao Zinc to MCC Huludao.
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Huludao Zinc currently holds approximately 22.36% equity interests in MCC Huludao’s registered capital. As such, Huludao Zinc is a connected person of the Company and the transaction contemplated under the Equity Transfer Agreement constitutes a connected transaction of the Company under the Listing Rules.
As certain applicable percentage ratio(s) (as defined in rule 14.07 of the Listing Rules) with respect to the Connected Transaction are greater than 0.1% and less than 2.5%, the Connected Transaction falls within rule 14A.32 of the Listing Rules and is therefore exempt from the independent Shareholders’ approval requirements. The Connected Transaction is only subject to the reporting and announcement requirements set out under rules 14A.45 to 14A.47 of the Listing Rules.
1. INTRODUCTION
The Company announces that MCC Huludao, a non-wholly owned subsidiary of the Company, has entered into the Equity Transfer Agreement on 15 January 2010 with Huludao Zinc, pursuant to which MCC Huludao agreed to acquire, and Huludao Zinc agreed to sell, the entire equity interest in Xizang Huayi, at a consideration of approximately RMB387.39 million (equivalent to approximately HK$440.04 million), which will be satisfied by the offsetting of the indebtedness owed/account payables by Huludao Zinc to MCC Huludao.Huludao Zinc currently holds approximately 22.36% equity interests in MCC Huludao’s registered capital. As such, Huludao Zinc is a connected person of the Company and the transaction contemplated in the Equity Transfer Agreement constitutes a connected transaction of the Company under the Listing Rules.
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2. THE EQUITY TRANSFER AGREEMENT
The particulars of the Equity Transfer Agreement are summarised as follows:
Date
15 January 2010
Parties
Seller:
Purchaser: Huludao Zinc FactoryMCC Huludao Nonferrous Metals Group Co., LTD
Subject Matter
Subject to satisfaction of the conditions precedent under the Equity Transfer Agreement, MCC Huludao agrees to acquire, and Huludao Zinc agrees to sell, the entire equity interests in Xizang Huayi.
Conditions Precedent
The Equity Transfer Agreement will take into effect after the obtaining by Huludao Zinc of the approval from the State-owned Assets Supervision and Administration Commission of Liaoning Provincial government????????????????????pursuant to the requirements of the relevant laws, regulations and policies.
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3. CONSIDERATION
The consideration of the Equity Transfer Agreement is approximately RMB387.39 million (equivalent to approximately HK$440.04 million), which will be satisfied by the offsetting of the indebtedness owed/accounts payable by Huludao Zinc to MCC Huludao.
The parties to the Equity Transfer Agreement have engaged Liaoning Guoyoudazheng Assets Appraisal Co.,Ltd.???????????????) (“Guoyoudazheng”), an independent valuer registered with Department of Finance of Liaoning Province????????, to perform an independent valuation of Xizang Huayi to be acquired by MCC Huludao. In accordance with the relevant PRC laws and regulations relating to the management of state-owned assets, the consideration under the Equity Transfer Agreement is required to be determined based on the appraised value of Xizang Huayi by a certified valuer registered in the PRC. Accordingly, the consideration of the acquisition of the entire equity interest in Xizang Huayi was arrived at based on the appraised value of Xizang Huayi as reported by Guoyoudazheng and after arm’s length negotiations between the parties and on normal commercial terms.
The appraised value and the unaudited consolidated net book value of Xizang Huayi as at 30 June 2009 are approximately RMB395.06 million (equivalent to approximately HK$448.75 million) and -RMB16.75 million (equivalent to approximately -HK$19.03 million), respectively, as set out in the assets valuation report prepared by Guoyoudazheng and the unaudited consolidated financial statements of Xizang Huayi. Before consolidation, the audited net book value of Xizang Huayi as at 30 June 2009 is approximately RMB6.53 million (equivalent to approximately HK$7.42 million). The appraised value of Xizang Huayi has been derived based on the integrated replacement cost method. The difference between the value of the appraised value and the unaudited net book value of Xizang Huayi is mainly attributable to a revaluation gain in the intangible assets, namely the exploration and mining rights, of Xizang Huaxia Mining Co., Ltd.????????????(“Xizang Huaxia”), a non-wholly owned subsidiary of Xizang Huayi in which it holds 55% equity interests.
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4. INFORMATION ON XIZANG HUAYI
Xizang Huayi was incorporated in the PRC in 2003. Huludao Zinc acquired the entire equity interest in Xizang Huayi in 2007 for a total consideration of approximately RMB234 million (equivalent to approximately HK$265.8 million). The principal business of Xizang Huayi is the processing and sale of mineral products and the sale of machinery parts and building materials. Xizang Huaxia is a company incorporated in the PRC with principal business of mining, processing, marketing of mineral products and mineral and geological survey and exploration.
Based on the unaudited consolidated financial statements prepared in accordance with the PRC’s Accounting Standards for Business Enterprises for the financial year ended 31 December 2008, Xizang Huayi had net losses before and after taxation and extraordinary items both in the amount of approximately RMB36.02 million (equivalent to approximately HK$40.92 million). According to the unaudited consolidated financial statements prepared in accordance with the PRC’s Accounting Standards for Business Enterprises for the financial year ended 31 December 2009, Xizang Huayi had net profits before and after taxation and extraordinary items both in the amount of RMB2.46 million (equivalent to approximately HK$2.79 million).
5. REASONS FOR AND BENEFITS OF THE TRANSACTION
The Company is of the view that the acquisition of the entire equity interest in Xizang Huayi from Huludao Zinc has the strategic importance in that the acquisition will facilitate the establishment by MCC Huludao of its own raw materials base, the perfection of its zinc and lead smelting operation chain and the increase of its risk resistance and economic efficiency, which will be beneficial to its long-term development.
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6. LISTING RULES IMPLICATIONS
As at the date of this announcement, Huludao Zinc is a substantial shareholder of MCC Huludao, a non-wholly owned subsidiary of the Company, holding approximately 22.36% equity interests in its registered capital. As such, Huludao Zinc is a connected person of the Company and the transaction contemplated under the Equity Transfer Agreement constitutes a connected transaction of the Company under the Listing Rules.
As certain applicable percentage ratio(s) (as defined in rule 14.07 of the Listing Rules) with respect to the Connected Transaction are greater than 0.1% and less than 2.5%, the Connected Transaction falls within rule 14A.32 of the Listing Rules and is therefore exempt from the independent Shareholders’ approval requirements. The Connected Transaction is only subject to the reporting and announcement requirements set out under rules 14A.45 to 14A.47 of the Listing Rules.
The Directors (including the independent non-executive Directors) confirm that the Connected Transaction has been carried out in the ordinary and usual course of business of the Company and on normal commercial terms which are fair and reasonable and in the interests of the Shareholders as a whole.
7. GENERAL
The Company is a large industrial group operating in various specialised fields, across different industries and in many countries, with engineering and construction, resources development, equipment manufacturing and property development as its principal business. The Company has core competency in innovation and industrialisation of technology and strong construction capabilities in metallurgical engineering.
MCC Huludao has the capabilities to smelt zinc, lead and copper. With an output of 349,600 tons of zinc products in 2008, it is one of the largest zinc smelting enterprises in Asia.
Huludao Zinc is a state-owned enterprise owned by the State-owned Assets Supervision and Administration Commission of Liaoning Province. Its principal business activities include production logistics services and production and sales of products from comprehensive utilisation of waste materials.
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DEFINITIONS
“Board”
“Company”
“Connected Transaction”
“Directors”
“Equity Transfer Agreement”
“Hong Kong”
“Hong Kong Stock Exchange”
“Listing Rules”
“Macau”
“PRC” means the board of directors of the Company;means Metallurgical Corporation of China Ltd.??????????????, a joint stock limited company with limited liability incorporated under the laws of the PRC on 1 December 2008 and, except where the context otherwise requires, all of its subsidiaries;means the transaction contemplated under the Equity Transfer Agreement;means director(s) of the Company, including all executive, non-executive and independent non-executive directors;means the equity transfer agreement dated 15 January 2010 entered into between Huludao Zinc as seller and MCC Huludao as purchaser in relation to the sale and purchase of 100% equity interest in Xizang Huayi;means Hong Kong Special Administrative Region of the People’s Republic of China;means The Stock Exchange of Hong Kong Limited;means the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;means the Macau Special Administrative Region of the People’s Republic of China;means the People’s Republic of China, but for the
purposes of this document only, excludes Hong Kong,
Macau and Taiwan;
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“RMB”
“Shareholders” means Renminbi, the lawful currency of the PRC; andmeans shareholders of the Company.
By order of the Board of Directors
Metallurgical Corporation of China Ltd.*
Liu Benren
Chairman
Beijing, the PRC
15 January 2010
As at the date of this announcement, the Board of Directors of the Company comprises two executive Directors, Wang Weimin and Shen Heting; two non-executive Directors, Liu Benren and Guo Wenqing; and five independent non-executive Directors, Jiang Longsheng, Wen Keqin, Liu Li, Chen Yongkuan and Cheung Yukming.
The informal translation or transliterations of Chinese formal names are for reference only. For illustration purpose only, the figures in RMB referred to in this announcement have been translated into Hong Kong dollars on the basis of an assumed exchange rate of RMB1.00 = HK$ 1.1359.* For identification purpose only
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