Announcement on the progress of participating in the major asset restructuring of Tianshan shares
Release time:
2021-05-20
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No: pro 2021-004
Zhejiang Jianfeng Group Co., Ltd.
Announcement on Progress in Participating in Major Asset Reorganization of Tianshan Stock Exchange
The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and assumes individual and joint responsibility for the truthfulness, accuracy and completeness of its contents .
Important Content Note:
- Transaction Brief Content: Zhejiang Jianfeng Group Co., Ltd. (hereinafter referred to as "the Company") intends to participate in the major asset restructuring of Xinjiang Tianshan Cement Co., Ltd. (hereinafter referred to as "Tianshan shares"). The Company currently holds 0.95336 equity of Southern Cement Co., Ltd. (hereinafter referred to as "Southern Cement") (corresponding to the amount of capital contribution in the registered capital is ,10,500 yuan). The equity is valued at ,46,528.909270 yuan. Tianshan shares plans to purchase the equity by issuing shares to purchase assets. If the transaction is successfully implemented and the issue price of Tianshan shares is not adjusted, the Company will hold 34,774,969 shares issued by Tianshan shares and will no longer hold an equity interest in Southern Cement upon completion of the transaction. This transaction does not constitute a related transaction of the Company.
- This transaction does not constitute a major asset reorganization of the Company.
- Special risk reminder: The major asset restructuring plan of Tianshan shares still needs to be reviewed by Tianshan shares and China National Building Materials shareholders meeting, and approved by relevant regulatory agencies before it can be formally implemented. There is still uncertainty about whether it can be implemented.
Basic Information of 1. Transaction
China Building Materials " ) are planning matters related to major asset restructuring, tianshan shares to issue shares and pay cash to purchase China Building Materials and other entities held by China Union Cement 49 100% 50 and Sinoma Cement 51 100% 52 equity, Southwest Cement 53 95.71659% 54 equity, Southern Cement 55 99.92736% 56 equity. The Company now holds 0.95336 equity interest in Southern Cement , corresponding to the amount of contribution in the registered capital of Southern Cement 10,500 yuan (hereinafter referred to as: the underlying equity). 2020 8 7
, the 10th board of directors of the company made a resolution at thethth meeting. in order to further optimize the company's asset structure, the company plans to participate in this major asset reorganization of Tianshan shares. For the above matters, please refer to 2020 8 March 10 Japanese company disclosed on the website of Shanghai Stock Exchange (http //:www.sse.com.cn/ ) Lin 2020-015 "Announcement on Resolutions of the 10th 15 Board of Directors" and Lin 2020-016 "Announcement on Participation in Major Asset Reorganization of Tianshan Shares". Progress of 2. Transaction 2021 March January 2 , the Company (Party B) and Tianshan Shares (Party A) signed the Supplementary Agreement on Issuance of Shares to Purchase Assets. The main contents of the
agreement are:(I) the transfer of the underlying equity to
price
for the purpose of this reorganization, waukeson (Beijing) International Asset Evaluation Co., Ltd. issued the Asset Evaluation Report of Xinjiang Tianshan Cement Co., Ltd. to Issue Shares to Purchase Assets Involving All Equity Value of Shareholders of Southern Cement Co., Ltd. (hereinafter referred to as "Asset Evaluation Report") numbered [Waukeson Evaluation Word (2020 ) No. 1581 ], which has been filed by SASAC of the State Council. According to the appraisal results, the value of all shareholders' equity of Southern Cement
is4,880,498.55 .07 million yuan, on the basis of which the transfer price of the Company's underlying equity is
46,528.909270.09 million yuan. Number of Shares Acquired by (II) 1 . Both parties confirm and agree that the number of shares issued by Party A to Party B for the acquisition of the underlying equity held by Party B is 34,774,969 shares. The final number of shares issued to Bank shall be subject to the number of shares approved by the CSRC as accurate as
.2
. If Party A has ex-rights and ex-dividend events such as dividend, share gift, share allotment, capitalization of capital reserve, etc. during the period from the pricing base date of the shares issued for the purchase of assets, the issue price of shares shall be adjusted in accordance with the relevant rules of the 124 Securities Regulatory Commission and the 125 Shenzhen Stock Exchange and the Agreement on Issuing Shares to Purchase Assets, and the number of shares issued shall be adjusted accordingly.
3 . If Party A's authority decides to adjust the issue price of the shares for the purchase of assets in accordance with 's "Agreement on the Purchase of Assets by Issuance of Shares" , the number of shares to be issued will be adjusted accordingly according to the adjusted issue price.
The profit and loss during the (III) period belongs to
1, and the company that 142 the 147 index of "profit and loss realized during the transition period of (merger caliber ) " stipulated in the share issuance and asset purchase agreement
belongs to the owner's equity of the parent company due to profit, loss or other reasons during the restructuring transition period (merger caliber, the same below) increases/
decreases.
2 and "the profit / loss (consolidated caliber) realized by the target company during the restructuring transition period" as stipulated in the of the share issuance and asset purchase agreement adjusted to "the increase in the owner's equity attributable to the parent company due to profit, loss or other reasons / decrease" , that is,
the subject company's increase in equity attributable to owners of the parent company due to profit, loss or other reasons during the restructuring transition period/ decrease, by the original shareholders of the subject company before the restructuring to enjoy /. 3 . If the period profit and loss arrangement of stipulated in the Share Issuance Purchase Agreement and this supplementary agreement is not consistent with the regulatory opinions of the securities regulatory authorities, the two parties agree to make corresponding adjustments in accordance with the regulatory opinions of the relevant securities regulatory authorities. The entry into force of (IV) agreement and other 1 , this supplementary agreement shall be established after both parties sign and affix (enterprise legal person affixes its official seal and its legal representative or authorized representative signs
), Effective on the date on which all the conditions for entry into force agreed upon in the Share Purchase Agreement have been fulfilled or satisfied.
2. If the securities regulatory agency raises questions about the underlying equity and whether Party B meets the conditions or qualifications of the issuing object during the review of this reorganization, Party B should actively communicate and explain with the securities regulatory agency about this. In the case that Party B does not communicate and explain with the securities regulatory agency, or the securities regulatory agency still does not approve it after communicating and explaining, party B agrees to waive participation in this reorganization. Under such circumstances, neither party shall be deemed to have breached the Agreement on Issuance of Shares for Purchase of Assets and the termination of this Supplemental Agreement;
Party B agrees toChina Building Materials
and other shareholders of the Subject Company to transfer their shares in the Subject Company to Party A in this reorganization, and waives their preemptive right to the aforementioned transferred shares, and cooperate with theChina Building Materials and other shareholders of the subject company to transfer their shares in the subject company to Party A's equity change registration procedures . 3. the impact of this transaction on the company
this time the company participates in this major asset reorganization of Tianshan shares with its shares in southern cement. if the transaction can be successfully implemented and the issue price of Tianshan shares is 13.38yuan / shares are not adjusted, the company will hold ,774,969 shares issued by Tianshan shares of listed company after the transaction is completed. 206, and no longer hold shares in Southern Cement, which will help to further optimize the company's asset structure; And it is expected to increase the investment income of the current period of transaction completion by 3.6 by .9 billion yuan (excluding relevant transaction taxes). If calculated at the income tax rate of 25%
, it is expected to increase the net profit of the current period of transaction completion by about.3 billion yuan.4. Risk Tips The major asset restructuring plan of Tianshan shares still needs to be reviewed by Tianshan shares and China National Building Materials shareholders meeting, and can be formally implemented only after approval by relevant regulatory agencies. There are still uncertainties about whether it can be implemented, issue price, and issue quantity. Investors are advised to pay attention to investment risks. The company will be in accordance with the relevant provisions of the timely disclosure of follow-up progress. hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
March 3, 2001
More information
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News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
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On August 3, Shanghai Beika Pharmaceutical Technology Co., Ltd., a holding subsidiary of Jianfeng Pharmaceutical Co., Ltd., signed an equity transfer agreement with the shareholders of Anhui Zhongwang Pharmaceutical Co., Ltd. to invest 20.62 million yuan to acquire all 100 shares of the company. This is another important move by Jianfeng Pharmaceutical to build a production base for raw materials after the acquisition of shares in Shanghai North Carolina at the beginning of the year. Anhui Zhongwang is located in Xiangyu Chemical Park, Dongzhi County, Chizhou City, Anhui Province. It is a pharmaceutical intermediate manufacturing enterprise integrating R & D, production and sales, focusing on the R & D, production and sales of fine chemicals such as characteristic medicine, intermediates and new materials. The main business activities are the production and sales of 92% potassium hydrogen fluoride and 8% potassium fluoride mixture, ethyl acetate, aqueous DMF, aqueous triethylamine, toluene, methanol, acetic acid, DMF, triethylamine, industrial sodium chloride, chemical products (except hazardous chemicals and explosives) production and sales; research and development of biopharmaceuticals, chemical raw materials, pharmaceutical intermediates and fine chemicals. The company has built two ofloxacin carboxylic acid production lines with a total production capacity of 1200 tons/year, and its supporting safety, environmental protection, storage, and management systems, and has passed ISO9001: 2015 quality management system certification, ISO14001: 2015 environmental management system certification, OHSAS18001: 2015 occupational health and safety management system certification and safety three-level standardization construction; the main products of oxyfluorocarbons, oxyfluorocarbons, levooxyfluorocarbons, levooxyfluorocarbons have passed the on-site audit of well-known domestic pharmaceutical companies, and levofluorocarbons have passed the on-site audit of Indian pharmaceutical companies, 2
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"Active Dendrobium superfine powder" technology patented
The technical achievement of Jianfeng Health Technology Company "a preparation method of active Dendrobium officinale superfine powder" has recently obtained an invention patent, with the patent number ZL 201510242263.8 and the validity period of 20 years. Compared with the traditional method, the Dendrobium officinale powder prepared by this technology fully retains the original drug activity, and the bioavailability is doubled. Dendrobium officinale is known as "plant gold". It has the effects of nourishing the stomach, nourishing yin and clearing heat, moistening the lung and kidney, and strengthening the waist. The common traditional Chinese medicine on the market is made of fresh Dendrobium officinale while heating. It is twisted into a spiral or spring shape and dried and processed. People usually smash the iron maple bucket into fine powder and take it together with American ginseng fine powder. However, conventional drying will cause the active ingredients and effective ingredients of Dendrobium officinale to be damaged, and the taste, color and appearance will change. In addition, the crushing time is relatively long, and some materials are heated relatively high during crushing, which further leads to the decrease of its efficacy, and the rehydration of the processed fine powder is also relatively poor, thus affecting the effect. The patent achievement of "a preparation method of active Dendrobium officinale superfine powder" effectively solves the above-mentioned drawbacks. This method pulverizes Dendrobium officinale after vacuum freeze-drying by a low-temperature ultra-high-speed airflow pulverization process, and controls the pulverization temperature to 20 ℃ and below, thus avoiding quality deterioration reactions such as oxidation of active ingredients, destruction of volatile oil and other heat-sensitive substances during the pulverization process of Dendrobium officinale. Its fineness can reach more than 95% and its particle size is less than 20μm, which improves the fineness of traditional Dendrobium officinale powder.
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News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
2020
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News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
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