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
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"
2020
07-31
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"
2020
07-30
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
2020
07-31
"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.
2020
07-31
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
07-31
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
07-31
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