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Nippon Steel & Sumitomo and Nisshin Steel statement regarding share exchange-2019 China(Guangzhou)Int’l Metal &&nbs
p;Metallurgy Exhibition-metal exhibition
11/14/2018 金屬展-冶金展-鋼鐵展-steel expo-metal &metallurgy expo |
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Nippon Steel & Sumitomo Metal Corporation and Nisshin Steel Co Ltd resolved on May 16, 2018 to conduct a share exchange effective as of January 1, 2019 wherein NSSMC will become a wholly owning parent company and Nisshin Steel will become a wholly owned subsidiary. NSSMC and Nisshin Steel entered into a share exchange agreement regarding the Share Exchange as of the same day.
NSSMC hereby announces that NSSMC has filed a registration statement on Form F-4 with the US Securities and Exchange Commission on November 2, 2018, pursuant to the US Securities Act of 1933, prior to Nisshin Steel’s extraordinary shareholders meeting to approve the Share Exchange, and that the Form F-4 has been declared effective as of November 9, 2018.
The filed Form F-4 includes NSSMC’s consolidated financial statements prepared in accordance with International Financial Reporting Standards as well as qualitative information such as the structure of the Share Exchange, business overview of NSSMC, and analysis of the financial condition and results of NSSMC. The consolidated financial statements under IFRS were prepared for the purpose of being included in the Form F-4 filed with the SEC in connection with the Share Exchange. In addition, as previously announced in the press release dated March 2, 2018, “Notice of Voluntary Adoption of International Financial Reporting Standards,” NSSMC plans to voluntarily adopt IFRS for the consolidated financial statements for the fiscal year ending March 31, 2019. While an annual report of NSSMC on Form 20-F, which will include consolidated financial statements under IFRS as of and for the fiscal year ended March 31, 2019, is planned to be filed with the SEC, NSSMC will subsequently terminate its registration to the SEC and has no plan at present to prepare and file any annual reports for subsequent periods.
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