News Center

Home page

Peak Report

News reports

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.
Basic Information of 1. Transaction

Tianshan Co., Ltd. and China Building Materials Co., Ltd. (hereinafter referred to as "

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 the

thth 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

4,880,498.55 .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

. 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

, 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.

. 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 to

China 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 the

China 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 13.38

yuan / 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

2.7 by

.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

Peak's "Centennial" Ideal

Editor's note: During the National Day, the "Jinhua New Observation" column of Jinhua TV Station launched a series of reports on "National Day New Observation: New Development of Old Enterprises" to understand the new developments of those old enterprises that have grown up with New China in the new era. October 3 broadcast of the "peak of the 'centennial 'ideal", about the development of the peak group and the future direction of development. The "century" ideal of the peak Jinhua TV reporter Wang Dujuan Jiang Qian host: speaking of Zhejiang Jianfeng Group Co., Ltd., Jinhua people are no stranger. The older generation of Jinhua people are more familiar with, may be the predecessor of Jianfeng Group-Jinhua Cement Factory. Open the first old photo 58 years ago, surrounded by mountains and a rice field in the middle. Old Jinhua can see at a glance that this is the Wise Temple, 8 kilometers north of Jinhua City and east of the former Zhuangtou of Luodian Town. In August 1958, the first group of pioneers came here and built Jinhua's first cement factory on a desolate hillside of 16.94 mu with a pair of hands and warm blood. From the earliest cattle-drawn ball forming machine to the electric ball forming machine, from pure manual labor to machine substitution, it took 26 years of hard work. By 1983, the annual output of peak cement reached 120000 tons, the output value was 6.75 million yuan, and the profit was 2.4 million yuan. In these 26 years, the cement plant has experienced a difficult period of the country, and the ten-year catastrophe of the "Cultural Revolution" has finally ushered in a good time of reform and opening up with tenacious vitality, laying the foundation for steady development in the future. Looking at these old pictures,

2020

07-31

Peak Cement Successfully Enters Lancang Airport Project

News from our newspaper On September 26, the first batch of airport runway cement produced by Yunnan Jianfeng Cement Company was successfully delivered to the Lancang Airport site, which marked another important step in the expansion of Jianfeng Cement in the southwest Yunnan market. Lancang Airport is located in Donghi Town, Lancang Lahu Autonomous County, Pu'er City. It is the center of the "three counties" and "Pu'er Green Triangle" tourist areas of Lancang, Menglian and Ximeng, with a wide range of radiation and obvious location advantages. The project is a national "Twelfth Five-Year Plan" construction project and a key construction project in Yunnan Province. It was approved by the State Council and the Central Military Commission in January 2013. It started construction at the end of November 2014 and is expected to be completed in April 2017. The current project of Lancang Airport is designed to meet the target of 250000 passenger throughput and 750 tons of cargo throughput by 2020, including the construction of a 2600-meter-long and 45-meter-wide runway, the construction of a new 3000-square-meter terminal building and 4 apron parking spaces, including communication, navigation, lighting, meteorology and other supporting projects. The total investment of the project is 1.533 billion yuan. Upon completion, it can be used for Boeing 737 series, Airbus A319 and A320 series, MA-60 and other passenger aircraft take off and land. Since the start of the Lancang Airport project, Yunnan Peak has listed it as an important goal to strive. Compared with ordinary cement, special cement for airport runways has the characteristics of small shrinkage, strong wear resistance, good frost resistance and low alkali content in addition to the requirements of ordinary 42.5 Portland cement. To this end, Yunnan peak in the project to strive for at the same time, the collection of technical forces to tackle the problem, in the clinker composition to determine, cooked.

2020

07-31

Jianfeng won the Zhejiang Industrial Award

A few days ago, we learned from the relevant departments of Zhejiang Province that the company won the 2016 "Zhejiang Industrial Award Silver Award". Zhejiang Industrial Award was established in 2014 and is selected every two years. The purpose of carrying out the selection and commendation of the Zhejiang Industrial Awards is to thoroughly implement the "August 8 Strategy", comprehensively implement the innovation-driven development strategy, speed up the industrial transformation and upgrading with the "four for three" as the starting point, and commend the adherence to the scientific concept of development. adhere to industry, conscientiously fulfill social responsibilities, establish a modern enterprise system, and take a new road of industrialization with characteristics. The evaluation work is jointly organized and implemented by Zhejiang Industrial Economic Federation, Enterprise Federation, Entrepreneur Association, relevant provincial industry associations, municipal industrial economic federations, enterprise federations, entrepreneur associations, and relevant units. The award review committee is composed of relevant government departments, provincial "three committees", relevant provincial industry associations, and experts in industrial economy, management, finance, taxation, quality, environmental protection, safety, technology, and law, the participating enterprises are comprehensively evaluated from the aspects of industry demonstration role, scientific and technological innovation, economic benefits, resource utilization, environmental protection, brand strategy, product quality, production safety, social responsibility, enterprise management, human resources and so on. "The enterprises that have won the Zhejiang Industrial Award this time are all outstanding enterprises that have made significant contributions to the promotion of Zhejiang's economic development; they are all leading enterprises, backbone enterprises, and high-growth enterprises from different industries, representing the scale of Zhejiang's industrial development. The direction and leading spirit represent the highest level of Zhejiang's industrial development." According to the organizers related negative

2020

07-31

Peak Cement Successfully Enters Lancang Airport Project

2020

07-31

Peak Cement Successfully Enters Lancang Airport Project

2020

07-30

Peak two enterprises were commended

On September 23, the launching ceremony of the 2016 Jinhua Zhejiang Shopping Festival and the 2015 Jinhua Honest Enterprise Commendation Conference were held in the urban people's square. Jianfeng Group's Jinhua Jianfeng Pharmacy Chain Co., Ltd. and Zhejiang Jianfeng International Trade Co., Ltd. were commended.

2020

07-31

< 1...55 56 57...61 > 跳转到页