Announcement on Participating in the Major Asset Reorganization of Tianshan Stock
Release time:
2021-05-20
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2020-016
Zhejiang Jianfeng Group Co., Ltd.
Announcement
.
Important Content Note:
-
Transaction Brief Content: Zhejiang Jianfeng Group Co., Ltd. (hereinafter referred to as "the Company") currently holds 105 million yuan equity of Southern Cement Co., Ltd. (hereinafter referred to as "Southern Cement") (accounting for
- 0.95336% of its registered capital). The company intends to participate in the major asset reorganization being planned by Xinjiang Tianshan Cement Co., Ltd. (hereinafter referred to as "Tianshan shares"), and convert all the shares of Southern Cement held by the company into shares issued by Tianshan shares. If the transaction is successfully implemented, the Company will no longer hold an equity interest in Southern Cement and will instead hold an equity interest in Tianshan shares. This transaction does not constitute a related transaction of the Company.
- This transaction does not constitute a major asset restructuring of the Company.
- Special risk warning: as of now, the major asset restructuring of Tianshan shares is still in the planning stage, the specific transaction plan is still being demonstrated and improved, and the parties to the transaction still need to perform the necessary procedures, and need to be approved by the competent regulatory authority before it can be formally implemented, and there is still uncertainty about whether it can be implemented.
1. Transaction Basic Information
(I) Transaction Overview
The Company currently holds 105 million yuan equity of Southern Cement, accounting for 0.95336% of its registered capital (hereinafter referred to as the target equity).
2020 On July 25, Tianshan shares disclosed the "Announcement on the Suspension of Trading on Planning for Major Asset Restructuring Matters", Tianshan shares and China Building Materials Co., Ltd. (hereinafter referred to as "China Building Materials") are planning major asset restructuring Related matters, Tianshan shares plans to issue shares to acquire the assets of China Building Materials Cement Plate (hereinafter referred to as "this transaction"), the underlying assets of the transaction include Southern Cement, a participating subsidiary of the Company.
In order to further optimize the company's asset structure, the company intends to participate in the planned major asset reorganization of Tianshan shares and the exchange of shares of Southern Cement and Tianshan shares.
(II) Board of Directors Deliberation
2020 On August 7, the company held the 15th meeting of the 10th board of directors by means of communication voting. All eight directors of the company participated in the meeting. After deliberation and voting, the board of directors deliberated and passed the matter with 8 votes in favor, 0 votes against and 0 abstentions.
Basic Information of 2. Trading Parties
Basic Information of (I)
Tianshan Stock
1, Enterprise Name: Xinjiang Tianshan Cement Co., Ltd.
2, Enterprise Type: Other Joint Stock Co., Ltd. (Listed)
3, Registered Address: baiyanggou Village, Dabancheng District, Urumqi City, Xinjiang
4, Office Address: Tianhe Building 5 , No.
1256, Hebei East Road, Urumqi City, Registration Date: 1998 11 18
6, Legal Representative: Zhao Xinjun
7, Registered Capital: 104,872.2959 yuan
8, scope of business: development, production, sales and technical services of cement and related products; Import and export business of building materials products; Production and sales of commercial concrete; Mining, processing and sales of limestone and sandstone; Rental of houses and equipment; Financial consultation; Technical consultation; Cargo transportation agency; Loading, unloading and handling services; freight information, business information consultation; steel, rubber and plastic products, metal materials, metal products, water-based coatings, wires and cables, mechanical equipment, mechanical and electrical equipment, wood, stone, refractory materials, glass ceramic products, environmental protection equipment, hardware and electrical appliances, instruments Sales of meters, electronic products, digital products, electronic components, communication equipment; commodity purchasing agents; sales of industrial waste slag used in the production of limestone, cement and concrete; mining, processing and sales of gypsum; production and sales of cement products, cement clinker, pulverized coal slag and concrete aggregate; manufacturing, installation and maintenance of cement and commercial mixing equipment; import and export of general goods and technology. (Projects subject to approval according to law can only be operated with the approval of relevant departments)
9, Tianshan Stock's actual controllers: China Building Materials Group Co., Ltd.
10, Main Financial Indicators
Tianshan Stock's 2019 Annual Report and 2020 First Quarter Report Disclosure: audited by Tianzhi International Certified Public Accountants (Special General Partnership) (Tian Career Zi [2020] No. 5306), as of December 31, 2019, the total assets of the consolidated statement of Tianshan shares were 15.278 billion yuan, and the total owner's equity was 10.138 billion yuan. The owner's equity attributable to the parent company is 9.647 billion yuan; the operating income in 2019 is 9.688 billion yuan, the net profit is 1.829 billion yuan, and the net profit attributable to the owner of the parent company is 1.636 billion yuan.As of 2020
, March , November, May , 31 , Tianshan Stock Co., Ltd. had consolidated assets of 154.43 .9 billion yuan, total owner's equity of 101.27 .1 billion yuan, and owner's equity of 96.17 of .3 billion yuan. 2020 1-3 July Consolidated operating income 5.35 .9 billion yuan, net profit -0.12 .1 billion yuan, net profit attributable to parent -0.30 .3 billion yuan. The above data is not audited. Basic Information of (II) Southern Cement
1
, Enterprise Name: Southern Cement Co., Ltd.2
, Enterprise Type: Other Limited Liability Company3
, Registered Address: shanghai Pudong century avenue1600 20 Building 07-13 Room 4
, Office Address: Shanghai Pudong New Area Expo Museum RoadChina Building Materials Building 8 Building 5
, Registration Date:2007 09 April 05 6
, legal representative: Cao Jianglin7
, registered capital:1,101,363.3368 .74 million Yuan 8
, business scope: production of cement clinker, cement and its products, commercial concrete and its products, limestone (limited to subsidiaries and branches), research and development, sales, coal management, gypsum, electrical accessories, industrial equipment, chemical products (except dangerous chemicals, Monitoring chemicals, fireworks, civil explosives, precursor chemicals), refractory materials, cement packaging bags, labor protection products sales, investment in cement enterprises, software information technology services, project management services. (Projects subject to approval according to law can only be operated with the approval of relevant departments)9
, the actual controller of Southern Cement: China Building Materials Group Co., Ltd.10
,Main Financial Indicators Southern Cement's 2019 Annual Report and 2020 First Quarter Report Disclosure: audited by Tianzhi International Certified Public Accountants (Special General Partnership) (Tian Career Zi [2020] No. 17648), as of December 31, 2019, the total assets of Southern Cement's consolidated statement were 85.812 billion yuan, and the total owner's equity was 29.528 billion yuan. The owner's equity attributable to the parent company is 27.299 billion yuan; the total operating income in 2019 is 66.968 billion yuan, the net profit is 5.951 billion yuan, and the net profit attributable to the owner of the parent company is 5.488 billion yuan.
As of March 31, 2020, the total assets in the consolidated statement of Southern Cement are 90.085 billion yuan, the total owner's equity is 30.978 billion yuan, and the owner's equity attributable to the parent company is 28.455 billion yuan; from January to March 2020, the total operating income is 9.17 billion yuan, the net profit is 1.451 billion yuan, and the net profit attributable to the owner of the parent company is 1.156 billion yuan. The above data is not audited. The main contents of the
3. transaction
1
,Tianshan shares and China building materials are planning major asset restructuring related matters. Tianshan shares plans to issue shares to acquire the assets of China building materials cement plate. the target assets include all or part of the shares of China United cement group co., ltd., southern cement co., ltd., southwest cement co., ltd. and Sinoma cement co. 2
, the company plans to participate in the major asset reorganization ofTianshan shares , and convert the shares issued by Tianshan shares with all 105 million yuan Nanfang Cement shares (accounting for 0.95336 of its registered capital ) . If the transaction is successfully implemented, the Company will no longer hold an equity interest in Southern Cement and will instead hold an equity interest in Tianshan. 3
, the valuation base date of the transaction is June 30, 2020, and the consideration for the transfer of the subject equity will bedetermined based on the valuation results issued by the asset valuation agency and filed with the state-owned right unit . 4
andThe pricing benchmark date for the issuance of Tianshan shares in this transaction is the announcement date of the first board of directors resolution for Tianshan shares to consider the purchase of assets by this issue. The issue price is determined to be 13.38 yuan / shares according to the principle of not less than 90% of the average trading price of Tianshan shares in the 218 219 trading days before the pricing benchmark date. At the same time, in order to cope with the possible impact of the stock price fluctuations of listed companies caused by market and industry factors on the purchase of assets, the corresponding price adjustment mechanism has been formulated. 5 . The number of shares of Tianshan shares acquired by the Company in this transaction has not yet been determined, and will be calculated based on the final determination of the underlying equity transfer consideration and the issue price of Tianshan shares.
4. the impact of this transaction on the company
this time the company participates in the major asset restructuring of Tianshan shares with its equity in southern cement. if the
transaction can be successfully implemented, it will be conducive to further optimizing the asset structure of the company. The company will acquire the newly issued shares of Tianshan shares and become a shareholder of Tianshan shares, which shall not be transferred within 12
months after the 237 of the issue. After the completion of the share issue, the company's participation in the major asset restructuring of Tianshan shares to enjoy the shares of Tianshan shares, such as bonus shares, transfer of share capital and other shares, also abide by the above-mentioned sales restriction period. If the company's commitment to the restricted period of the shares acquired based on its participation in the major asset restructuring of Tianshan shares is inconsistent with the latest regulatory opinions of the securities regulatory authorities, the company will make corresponding adjustments in accordance with the regulatory opinions of the relevant securities regulatory authorities.5. Risk Tips
The major asset restructuring of Tianshan shares is still in the planning stage, the specific plan is still being demonstrated and improved, and the parties to the transaction still need to perform the necessary procedures and obtain the approval of the competent regulatory authority before it can be formally implemented, and there is still uncertainty as to whether it can be implemented. Please the majority of investors to pay attention to investment risk.hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
August 7, 2020
More information
2020
07-31
Daye Peak Declared 4 Invention Patents Last Year
In 2019, Daye Jianfeng Cement Company changed its thinking, actively explored and tested the use of new materials, and summarized the research results in a timely manner, and successively declared 4 invention patents. In the production process of low-alkali cement, Daye Peak changed the traditional scheme of using high-grade sandstone ingredients alone to replace part of the sandstone and part of the iron correction material with iron ore waste soil, which not only controlled the alkali content in the clinker, but also increased the Al2O3 content in the clinker, ensuring the easy burnability and high early strength of the clinker. Innovation has also been made in the raw material batching scheme, breaking the original high-grade and low-grade sandstones used together and changing them to separate batching of high-grade and low-grade sandstones respectively, thus avoiding the disadvantage of easy material segregation in the process of high-grade and low-grade sandstones used together. At the same time, the original four-component batching is changed to five-component batching, so that low-alkali clinker can be freely switched, which is convenient for production organization and production cost. On the basis of a series of innovative achievements, Daye Peak declared four invention patents in 2019: "a technology for producing clinker from gas sludge and dust collection in steel mills", "a method for treating sludge in machine-made sand mills", "an improvement in raw material batching method" and "a technology for producing low cement from iron ore mining waste soil", all of which have high practical value. (Fan Liangwu)
2020
07-31
On January 14, the Party Committee of the Group Company held a summary meeting on the theme of "Do not forget your initiative mind, Keeping in mind the mission" to comprehensively summarize the progress and effectiveness of the theme education work, and on this basis further put forward the requirements for strengthening Party building. At this point, the theme education of "Do not forget your initiative mind, Keeping in Mind Mission" has been successfully concluded. Although according to the arrangement of the central government, the theme education of "Do not forget your initiative mind, Keeping in mind the mission" will start in September 2019, since the central government issued the relevant documents on the theme education of "Do not forget your initiative mind, Keeping in mind the mission", the Party committee of the group company has started to prepare in advance and organized and studied the spirit of General Secretary Xi Jinping's important speech on "Do not forget your initiative mind, Keeping in mind. Party organizations at all levels plan ahead and make full use of the "Peak News", publicity boards, party-mass activity rooms, WeChat public accounts and other media to carry out various forms of publicity to guide the majority of party members and cadres to deeply understand the important content and significance of the theme education. On June 29, the Party committee of the group company and the Party branch of Jiangbei sub branch of China Merchants Bank jointly organized party members and cadres to visit the old revolutionary base area of yinkeng village, Shafan Township, Jinhua. By reviewing the revolutionary history of the ancestors, studying the party history, reviewing the oath of joining the party, and strengthening the belief of striving for the party for the whole life, Further deeply understand the original intention and mission of seeking happiness for the Chinese people and rejuvenation of the Chinese nation. After the second batch of "Do not forget your initiative mind, Keeping in Mind Mission" thematic education officially started in September, the Party Committee of the Group Company held a thematic education arrangement meeting in a timely manner and set up a thematic education leader composed of Party Secretary Jiang Xiaomeng as the team leader and all Party committee members.
2020
07-31
City Red Cross thanks spike help "anti-epidemic"
On February 26, Jinhua City Red Cross Party Secretary, Executive Vice President Shi Yiwei and his entourage to visit the peak, the peak in the prevention and control of the new coronary pneumonia epidemic actively contribute to love, brave social responsibility of the great love and kindness to express gratitude. Jiang Xiaomeng, chairman of the group company, Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and Xiang Chongping, deputy general manager of the group company, had a discussion with Vice President Shi Yiwei and his party. In order to solve the difficult problems for caring enterprises to resume work and production, the Municipal Red Cross Society, based on its own functional positioning and giving full play to its unique advantages, conducted a large feedback and return visit to caring enterprises, and jointly established three Red Cross volunteer service teams, including traditional Chinese medicine service, psychological assistance, and emergency rescue training, to take "eight measures" to help caring enterprises resume work and production. Vice President Shi Yiwei led the backbone of three volunteer service teams to the peak for a return visit, expressing his gratitude for the contribution made by the peak in the prevention and control of the new coronary pneumonia epidemic, and sent a letter of thanks and the "New Coronary Pneumonia Prevention and Control Enterprises Resuming Work and Resuming Production Protection Manual". Chairman Jiang Xiaomeng introduced the industrial layout, production and operation of the peak, focusing on the resumption of work and production of the peak enterprises, and put forward opinions and suggestions on the reduction and exemption of basic electricity charges for enterprises, the support policies for small and medium-sized enterprises, and the payment of "five insurance and one fund. (Reporter Ni Yingzhen)
2020
07-30
City Red Cross thanks spike help "anti-epidemic"
On February 26, Jinhua City Red Cross Party Secretary, Executive Vice President Shi Yiwei and his entourage to visit the peak, the peak in the prevention and control of the new coronary pneumonia epidemic actively contribute to love, brave social responsibility of the great love and kindness to express gratitude. Jiang Xiaomeng, chairman of the group company, Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and Xiang Chongping, deputy general manager of the group company, had a discussion with Vice President Shi Yiwei and his party. In order to solve the difficult problems for caring enterprises to resume work and production, the Municipal Red Cross Society, based on its own functional positioning and giving full play to its unique advantages, conducted a large feedback and return visit to caring enterprises, and jointly established three Red Cross volunteer service teams, including traditional Chinese medicine service, psychological assistance, and emergency rescue training, to take "eight measures" to help caring enterprises resume work and production. Vice President Shi Yiwei led the backbone of three volunteer service teams to the peak for a return visit, expressing his gratitude for the contribution made by the peak in the prevention and control of the new coronary pneumonia epidemic, and sent a letter of thanks and the "New Coronary Pneumonia Prevention and Control Enterprises Resuming Work and Resuming Production Protection Manual". Chairman Jiang Xiaomeng introduced the industrial layout, production and operation of the peak, focusing on the resumption of work and production of the peak enterprises, and put forward opinions and suggestions on the reduction and exemption of basic electricity charges for enterprises, the support policies for small and medium-sized enterprises, and the payment of "five insurance and one fund. (Reporter Ni Yingzhen)
2020
07-31
City Red Cross thanks spike help "anti-epidemic"
On February 26, Jinhua City Red Cross Party Secretary, Executive Vice President Shi Yiwei and his entourage to visit the peak, the peak in the prevention and control of the new coronary pneumonia epidemic actively contribute to love, brave social responsibility of the great love and kindness to express gratitude. Jiang Xiaomeng, chairman of the group company, Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and Xiang Chongping, deputy general manager of the group company, had a discussion with Vice President Shi Yiwei and his party. In order to solve the difficult problems for caring enterprises to resume work and production, the Municipal Red Cross Society, based on its own functional positioning and giving full play to its unique advantages, conducted a large feedback and return visit to caring enterprises, and jointly established three Red Cross volunteer service teams, including traditional Chinese medicine service, psychological assistance, and emergency rescue training, to take "eight measures" to help caring enterprises resume work and production. Vice President Shi Yiwei led the backbone of three volunteer service teams to the peak for a return visit, expressing his gratitude for the contribution made by the peak in the prevention and control of the new coronary pneumonia epidemic, and sent a letter of thanks and the "New Coronary Pneumonia Prevention and Control Enterprises Resuming Work and Resuming Production Protection Manual". Chairman Jiang Xiaomeng introduced the industrial layout, production and operation of the peak, focusing on the resumption of work and production of the peak enterprises, and put forward opinions and suggestions on the reduction and exemption of basic electricity charges for enterprises, the support policies for small and medium-sized enterprises, and the payment of "five insurance and one fund. (Reporter Ni Yingzhen)
2020
07-31
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