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
Daye Jianfeng Jinshan limestone mine is included in the national green mine list.
On January 11, the Ministry of Natural Resources issued an announcement announcing the list of mines that were included in the national list of green mines in 2020, with the Jinshan limestone mine of Daye Peak Cement Company among them. The final result of the green mine selection is in accordance with the requirements of the notice of the general office of the Ministry of natural resources on doing a good job in the selection of green mines in 2020 (natural resources office letter [2020] No. 839), on the basis of enterprise self-evaluation, third-party evaluation, provincial verification and recommendation, after examination and social publicity. In 2020, a total of 301 mines were selected and included in the national green mine list, subject to social supervision. Green mine refers to the implementation of scientific and orderly mining in the whole process of mineral resources development, the control of the disturbance of the mining area and the surrounding ecological environment within a controllable range, and the realization of environmental ecology, scientific mining methods, efficient resource utilization, and management Information digitization and mining area community harmony of the mine. In order to meet the selection criteria of national green mines, we must carry out the work from two categories and nine aspects, namely, the comprehensive utilization of resources, technological innovation, energy conservation and emission reduction led by the technical strength of mining enterprises, and the operation of mines according to law, standardized management, environmental protection, land reclamation, community harmony, corporate culture and so on. These requirements fully reflect the development concepts advocated by the current state, such as people-oriented, harmonious development of society and environment, and sustainable development. Jinshan limestone mine is a limestone raw material mine supporting Daye peak production line, about 1km away from the plant. Since it was put into operation, Jinshan limestone mine has been carrying out ore mining according to law. With the deepening of the establishment of green mines, Daye Peak, based on the principle of "mining while managing", has made orderly progress in the work of mine greening, dust control and information-based intelligent mine construction. It has successively built a centralized management and control platform for mine automation, integrating automatic control system, remote monitoring system, reserve management system and various monitoring systems, basically realizing the automation of fixed facilities and unattended operation. Harden the roads in mining areas; tens of millions of yuan have been invested in the restoration and management of the geological environment, planting more than 20000 camphor trees, Luan Shu and other seedlings, more than 2000 square meters of Parthenocissus creeper, laying more than 26000 square meters of lawns, and spraying more than 60000 square meters of guest soil. The forest land in some areas that will not be mined within 5 years has been restored, and the overall look of the mining area is new, which fully embodies the green mine development concept of "innovation, green, green. (this newspaper reporter)
2021
01-21
A few days ago, daye peak cement company donated 100000 yuan to daye city charity association as a poverty alleviation fund. A group of agents in Hubei province of peak cement visited left-behind children and families of poor students in Gulin town, where Huang ping peak cement company is located, and formed a helping pair with 8 poor students. Spike poverty alleviation and aid to write a new page. Jianfeng has always had a tradition of helping the poor and helping students. In addition to donating eight hope primary schools in Jinhua, Tibet, Xinjiang, Gansu, Yunnan and other places, individual or collective employees also subsidize poor students to complete their studies through fixed-point pairing and participation in the hope project. From the beginning of its establishment, Daye Jianfeng's employees have spontaneously contributed personal funds to pair with local poor students to provide help to students in need; in recent years, they have also helped children from poor employees' families complete their studies through "Golden Autumn Aid" and other channels. At the simple donation ceremony of the student aid fund held by Daye Peak, Zhang Fengliang, deputy general manager of the group company and general manager of Daye Peak, said that helping poor students realize their dreams of studying and dedicating a love to Daye's education is Daye The unshirkable responsibility of the peak people is the responsibility of the enterprise. As a key enterprise in Daye City, Daye Peak has been fulfilling its social responsibilities with practical actions while developing, and will continue to support and participate in this meaningful work that benefits the country and the people in the future. Ke Lingxiao, deputy secretary-general of the Daye Chu Chamber of Commerce and director of the Party Committee Office, attended the donation ceremony. Yang Jianxiong, the relevant person in charge of the Daye Charity Federation, accepted donations on behalf of the Charity Federation. In mid-December 2020, a group of agents from Peak Cement Hubei went to Gulin Town, Huangping County, Guizhou Province, to have a discussion with the leaders in charge of education in Gulin Town and the principals of some schools in the area to learn about the local education work. In order to have a closer understanding of the life and study of poor students, they also went deep into the local mountainous areas to visit left-behind children and poor students. An agent said: "The peak has given us this platform, our career development today is closely related to the peak, in a way, we are also 'peak man'. It is a very meaningful thing to go to Guizhou to experience the new factory style of Huangping Peak, to send warmth to the local poor children and to show the love of Peak agents." After on-the-spot visits, eight children were finally identified as the objects of assistance, some of which were orphans, some were single-parent families, and some of the parents suffered from major diseases that led to family poverty. In the future, peak agents will help these children in their lives and studies, so that they can complete their studies in peace of mind. (Zhu Yong and Lu Meiyan)
2021
01-11
Peak Metro Special Communication Cable Patented
On December 11, the cable company's subway special communication cable utility model patent authorization announcement, this is the cable company's fourth new utility model patent this year. Metro special communication cable is a kind of special cable which is optimized and improved on the basis of traditional urban communication cable. In order to meet the requirements of the subway environment and users, the cable company studies the longitudinal waterproof, radial waterproof and high flame retardant performance of the cable. In terms of longitudinal waterproofing, the traditional use of hot oil paste is changed to cold oil paste, and an automatic oil filling device is made, which not only simplifies the structure of the filling equipment, reduces the investment cost and floor area of the equipment, but also has simple filling process, easy operation and control, stable product quality, energy consumption saving, production cost reduction, no paste dripping during filling, and clean and pollution-free production site. The ointment filling process is not affected by temperature changes, and there is no insulation layer scald, paste dripping and cracking. Radial waterproofing adopts special hot melt adhesive technology that can bond metals, so that the joints of aluminum strips are tightly bonded and the radial waterproofing is more thorough, thus solving the problems of unround appearance of sheath, depression or flounces, poor sealing performance, affecting the waterproof performance of cables, etc. caused by the original heating technology of hot air gun. At the same time, in terms of high flame retardancy, the material of the outer sheath is improved, and the environmentally friendly flame retardant low-smoke halogen-free material is adopted, so that the product meets the environmental protection and fire safety requirements of the current key projects. With the increase of domestic subway projects, the use of subway special communication cables is also increasing. The acquisition of this patent has a certain effect on cable companies to expand their market influence and increase sales. (lu chao-fang)
2021
01-04
Huang Ping Peak "Try" to "Quasi"
On December 23, Guizhou Huangping Jianfeng Cement Company obtained the national industrial product production license. According to the relevant policies and regulations, the products produced by the enterprise meet the national standards, have applied for the national industrial product production license procedures, and have been accepted and filed by the relevant competent departments. During the period of waiting for the license to be issued, the trial production products can be sold, but the words "trial products" must be printed on the packaging bag. Due to the outbreak of the new coronary pneumonia epidemic at the beginning of the year, the construction of the Huangping peak project and the handling of production licenses and other related work have been affected to some extent. After the initial relief of the epidemic in May, Huang Ping peak in the intensified construction at the same time, but also began to carry out the production license processing. Due to the differences in the understanding of the relevant requirements and standards by the local competent departments, the relevant departments of Huang Ping Jianfeng worked together to deeply understand the local policy requirements and actively communicate with the administrative departments, and finally completed the work. Although trial products and formal products are subject to the same quality management standards, in actual marketing, user acceptance is often "discounted". The relevant person in charge of Huang Ping Jianfeng said that with this "birth permit", it means that the product has been officially affirmed and licensed by the state. As a new force in Southeast Guizhou, Jianfeng cement can truly participate in the market competition at the same level as the original local similar products, which will play a positive role in promoting the follow-up production and sales work. (Zhu Yong)
2021
01-04
On the afternoon of December 19, Wu Jin, deputy secretary of Huangshi municipal Party committee and mayor, Wang Gang, Secretary of Daye municipal Party committee, and Wang Ding, mayor of Daye City, visited Daye Jianfeng cement company for investigation. Wu Jin proposed that Daye Peak, as a key industrial enterprise in Daye City, should strengthen its advantages and make up for its shortcomings under the leadership of the Daye City Government, and strive to be the main engine and pioneer demonstration of the city's transformation and upgrading and high-quality development. Accompanied by Yuan Xianming, executive deputy general manager of Daye Peak, and Tao Yesheng, deputy general manager, Wu Jin and his entourage visited the production site of Daye Peak, spoke highly of the site management level of Daye Peak, and carefully inquired about the production and operation situation in 2020 and the future medium-and long-term development plan. Prior to this, the Huangshi Municipal CPC Committee held the second Plenary session of the 13th CPC Central Committee, planning to formulate the 14th five-year Plan and build a regional development layout system of "one heart, two belts, multi-point support, and global development." Wu Jin stressed in his investigation that he hoped Daye would seize the favorable opportunity of the "14th five-year Plan" building materials industry, actively respond to the government's industrial construction transformation plan, and make positive contributions to the reconstruction of Huangshi industry. (Xu Ying, Wang Yiyan)
2021
01-04
Another batch of old employees retired
On the morning of December 25, the group company held a farewell party for retired employees in 2020. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, Qin Xuping, chairman of the trade union of the group company, and more than 20 retired old employees gathered together to share their work feelings and talk about their future life. Qin Xuping briefly reviewed the development history of Jianfeng Group over the past 60 years, thanked the retired employees and wished them good health and a happy life. He said that Jianfeng Group's achievements embody the wisdom, strength and painstaking efforts of the old comrades, and Jianfeng Group will not forget their contributions. I also hope that the old employees will not retreat and continue to pay attention to supporting peak development. Old employees are also actively speaking, talk about life planning after retirement. Jiang Xiaomeng introduced to the retired employees the company's current overall operation, the latest progress of the cement and pharmaceutical sector, and the industrial layout in various places. I hope the trade union will strengthen the service awareness of retired employees and do a good job in logistics services. I hope that the old employees will keep in touch with the company, communicate more, make more suggestions and suggestions, and thank the retired employees for their hard work over the years and their dedication and support to Jianfeng Group. (Reporter Chen Shengmu)
2021
01-04