Pangang Steel Vanadium The restructuring plan is a bit complicated, and the resulting warrant exercise plan is more obscure and difficult to understand. It is difficult to get around without taking some effort, and it is no wonder that ordinary investors will be trapped in it.

　　 Guojin Securities The research report released today reminds investors that selling steel vanadium GFC1 is the right choice at any time.

Sina Finance News Recently, media reported that Panzhihua Iron and Steel Vanadium Warrant investors had filed a lawsuit because they were dissatisfied with their behavior of infringing the interests of warrant holders, and Sina Finance also received an email from the warrant holders today, pointing to four aspects of interest damage.

The warrant holders said that the damage to the interests of the warrant holders in the process of Panzhihua Iron and Steel's restructuring was mainly manifested in several aspects:

1、 Unilateral change of the exercise object of the warrant. After the reorganization, the net assets and earnings per share of new Panzhihua Iron and Steel Co., Ltd. have changed greatly. Panzhihua Iron and Steel Co., Ltd. did not seek the opinions of the warrant holders during the reorganization process. Therefore, if the warrant exercise is executed after the reorganization, Panzhihua Iron and Steel Co., Ltd. will violate the original contract.

Judging from the current letter to Pangang Steel Vanadium (000629), this has also become the target of the investors. The lawyer's letter pointed out: "If your company's major asset restructuring is completed before the exercise of the" Steel Vanadium GFC1 "warrant on November 28, 2008, it will inevitably lead to a fundamental change in the subject matter of the" Steel Vanadium GFC1 "warrant contract, which constitutes a fundamental breach of the" Steel Vanadium GFC1 "warrant holder, and you should bear the responsibility for taking remedial measures or compensating for losses and other liabilities for breach of contract."

Song Xu of Beijing BOC Law Firm Shanghai Branch pointed out that this deprives the "Steel Vanadium GFC1" warrant holder of the cash option, violates the principle of fairness established in Article 5 of the Contract Law of the People's Republic of China, and seriously infringes the legitimate rights and interests of the warrant holder.

Fan Xiangpeng of Guojin Securities reminded investors that Panzhihua Iron and Steel Group only needs to confirm that the registration date of cash option is before the exercise date of warrants, rather than the completion of restructuring before the exercise date of warrants, so there is no legal dispute about the change of the exercise subject.

2、 The same shares have different rights. The same warrant holder gets totally unequal rights and interests. 031002, as a single warrant, has two exercises. Warrantholders who have exercised before have also had two cash exercises during the restructuring process, while investors who have not exercised before have not.

According to the announcement issued by Pangang Steel Vanadium, if the integration is implemented before November 28, Steel Vanadium GFC1 will not have a cash option or a secondary cash option. However, the exercise price of the cash option for the second time of the overall listing is 9.59 yuan/share for the first time, and 10.55 yuan/share for the second time in a specific period after two years for the shareholders who have the option to abandon the first time.

For the holders without cash option, Angang Group will not provide cash option for the company shares that they exercise their subscription rights and obtain after the deadline of the first reporting period, nor will it provide them with a second cash option. This makes it clear that Panzhihua Steel Vanadium Warrant has different rights in the same share.

In this regard, some insiders told Sina Finance that the reason for making such a plan is that if all warrant holders can exercise the cash option to transfer their shares to the third party Angang Group, it is likely that the public shareholding ratio of Pangang Steel will be less than 10%, which will lead to delisting. "The exerciser of Steel Vanadium GFC1 will become the largest short selling force of Panzhihua Iron and Steel Vanadium", Fan Xiangpeng also pointed out.

According to the provisions of Shenzhen Stock Exchange on the conditions of listed companies, if the proportion of public shares is less than 10%, the listed companies no longer meet the conditions for listing.

3、 The rights and interests are extremely unequal. In this restructuring, Panzhihua Chongqing Titanium Industry 、 Great Wall Shareholders can not only obtain the guarantee of two cash exercise rights, but also enjoy a 20% premium if they choose to exchange shares. This premium is a compensation for the possible decline of Pangang's share price after restructuring. This is absolutely unfair to the holder of 031002. Why are the interests of shareholders of other companies higher than those of shareholders of Pangang? Pangang did not consider the interests of warrant holders in the process of restructuring.

Huaxi Securities Land believes that such a practice is understandable and is a risk compensation for shareholders of Panyu Titanium Industry and Great Wall Stock to give up their first cash option and choose to convert shares.

4、 Information disclosure of Pangang. Prior to October 25, Pangang never mentioned that 031002 would not get the cash exercise right, and did not make any risk warning. Even after that, Panzhihua Iron and Steel Co., Ltd. did not know this. In fact, the date of Panzhihua Iron and Steel Co., Ltd. exercising its right to cash should have been clear for a long time, because it is completely in the hands of Panzhihua Iron and Steel Co., Ltd. and Anshan Iron and Steel Co., Ltd. This is extremely unfair to warrant holders. (Yuanping)

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