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
The company's "three" cultivation through the stage of acceptance
Since November 2015 was included in the second batch of "three" cultivation pilot enterprises in Zhejiang Province, the company has carried out a series of related work in depth. On October 19, the implementation of the company's "three" cultivation project from January 2016 to September 2017 passed the phased acceptance organized by Jinhua Economic and Information Commission and Jinhua Finance Bureau. According to the requirements of the "three" cultivation pilot enterprise responsibility letter signed with Zhejiang Province, Jinhua City and Wucheng District, as of the end of September 2017, the company has invested 16.0772 million yuan in related projects, and has achieved remarkable results in improving management, improving automation and informatization level. For example, after the digital system of quality and cost control in the plant extraction workshop of Jianfeng Health Technology Company is put into use, the whole production process can be controlled and traceable, the product quality is more stable, the production safety is effectively guaranteed, the "three wastes" emission is greatly reduced, and the product cost is reduced by 20%. The electronic label system of the pharmaceutical company automatically addresses and accurately locates the drugs in and out of the warehouse, which reduces the error rate of the out and into the warehouse, and the location management can automatically display the information such as the location and quantity of the drugs, which improves the work efficiency of the warehouse logistics and effectively reduces the management cost. The pharmaceutical company's sales management information system integrates sales management, warehouse management, customer management, statistical analysis and other modules, realizes drug sales management and control functions according to the requirements of GMP and GSP specifications, and analyzes drug regions and sales volume through big data, which will judge drug consumption trends faster and more accurately and improve the accuracy of the company's drug sales decisions. Health
2020
07-31
The company's "three" cultivation through the stage of acceptance
Since November 2015 was included in the second batch of "three" cultivation pilot enterprises in Zhejiang Province, the company has carried out a series of related work in depth. On October 19, the implementation of the company's "three" cultivation project from January 2016 to September 2017 passed the phased acceptance organized by Jinhua Economic and Information Commission and Jinhua Finance Bureau. According to the requirements of the "three" cultivation pilot enterprise responsibility letter signed with Zhejiang Province, Jinhua City and Wucheng District, as of the end of September 2017, the company has invested 16.0772 million yuan in related projects, and has achieved remarkable results in improving management, improving automation and informatization level. For example, after the digital system of quality and cost control in the plant extraction workshop of Jianfeng Health Technology Company is put into use, the whole production process can be controlled and traceable, the product quality is more stable, the production safety is effectively guaranteed, the "three wastes" emission is greatly reduced, and the product cost is reduced by 20%. The electronic label system of the pharmaceutical company automatically addresses and accurately locates the drugs in and out of the warehouse, which reduces the error rate of the out and into the warehouse, and the location management can automatically display the information such as the location and quantity of the drugs, which improves the work efficiency of the warehouse logistics and effectively reduces the management cost. The pharmaceutical company's sales management information system integrates sales management, warehouse management, customer management, statistical analysis and other modules, realizes drug sales management and control functions according to the requirements of GMP and GSP specifications, and analyzes drug regions and sales volume through big data, which will judge drug consumption trends faster and more accurately and improve the accuracy of the company's drug sales decisions. Health
2020
07-30
Yunnan Jianfeng supplies cement directly to Wa State of Myanmar
Yunnan Jianfeng Cement Company not only consolidates the original domestic market, but also gives full play to the location advantages of the three counties (Lancang, Menglian and Ximeng) close to the border to continuously expand the foreign market. Recently, the marketing department took the initiative to step out of the country from the Mangxin port in Menglian County and successfully sold "Jianfeng" brand cement to the newly planned Jinhua Xiaozunhe Island Development Zone in the Wa State of Myanmar. With the rapid development of China's economy in recent years, Myanmar has also increased the development of the China-Myanmar border area year by year. In order to attract more Chinese tourists to spend in transit, the Wa State Government of Myanmar has planned the Jinhua Xiaozunhe Island Development Zone near China's Menglian Mangxin Port. After the development zone is completed, it will mainly focus on gambling, business hotels, and border trade. There is an estimated demand for about 80000 tons of cement. When Yunnan Jianfeng marketing personnel learned of the news, they went deep into the development zone many times to understand the situation and had extensive contact with customers. With the good reputation of Jianfeng Cement in southwest Yunnan in recent years, they successfully signed a supply contract with a commercial mixing station in the development zone. At present, Yunnan Jianfeng has directly supplied 1200 tons of cement through Mangxin Port, and is expected to win 80% of the cement supply business of the development project. The initiative of "Belt and Road Initiative" to open up the international channels of South Asia and Southeast Asia has brought new development opportunities to many enterprises. This time, Yunnan Jianfeng Marketing Department went abroad to seize the opportunity, breaking the previous practice that the company mainly relied on agents for cement export, and achieved a new breakthrough in directly connecting users, which not only increased revenue, but also further expanded the radiation scope of its own marketing network, so as to further expand the scope of going abroad in the future.
2020
07-31
The company's "three" cultivation through the stage of acceptance
Since November 2015 was included in the second batch of "three" cultivation pilot enterprises in Zhejiang Province, the company has carried out a series of related work in depth. On October 19, the implementation of the company's "three" cultivation project from January 2016 to September 2017 passed the phased acceptance organized by Jinhua Economic and Information Commission and Jinhua Finance Bureau. According to the requirements of the "three" cultivation pilot enterprise responsibility letter signed with Zhejiang Province, Jinhua City and Wucheng District, as of the end of September 2017, the company has invested 16.0772 million yuan in related projects, and has achieved remarkable results in improving management, improving automation and informatization level. For example, after the digital system of quality and cost control in the plant extraction workshop of Jianfeng Health Technology Company is put into use, the whole production process can be controlled and traceable, the product quality is more stable, the production safety is effectively guaranteed, the "three wastes" emission is greatly reduced, and the product cost is reduced by 20%. The electronic label system of the pharmaceutical company automatically addresses and accurately locates the drugs in and out of the warehouse, which reduces the error rate of the out and into the warehouse, and the location management can automatically display the information such as the location and quantity of the drugs, which improves the work efficiency of the warehouse logistics and effectively reduces the management cost. The pharmaceutical company's sales management information system integrates sales management, warehouse management, customer management, statistical analysis and other modules, realizes drug sales management and control functions according to the requirements of GMP and GSP specifications, and analyzes drug regions and sales volume through big data, which will judge drug consumption trends faster and more accurately and improve the accuracy of the company's drug sales decisions. Health
2020
07-31
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-31
Daye peak again won the national inspection big contrast "all-excellent award"
A few days ago, daye peak cement co., ltd won the "all-excellent award" in the 16th national cement quality index inspection comparison of "hongchao science and technology cup" organized by the national cement quality supervision and inspection center in 2017 ". The national cement quality index inspection is held every two years. It is the highest level competition in the cement industry. It aims to understand the current quality inspection level of China's cement industry through large-scale comparison, promote various cement inspection departments to improve the inspection quality, and provide accurate data for cement production and use. The results truly reflect the overall inspection level of national cement production enterprises and provincial building materials (cement) inspection stations, it represents the highest level of inspection technology in the cement industry. Over the years, Daye Peak has firmly established the concept of "quality is the life of an enterprise", always puts product quality control in the first place, and conducts daily inspections in strict accordance with the testing items and frequency specified by national standards. actively carry out inspection comparison with provincial and municipal cement quality inspection centers, improve the professional level of inspectors through skill training, and spot check the internal passwords of inspectors every month to strictly ensure the accuracy and reliability of data, to ensure that the quality of the factory cement to meet the market and customer demand, and further enhance the core competitiveness of enterprises. Since it was officially put into production in 2008, Daye Peak has participated in the national cement quality index inspection five times, and has achieved good results. Among them, it won the "All-Excellent Award" in 2009 and the "All-Qualified" in 2011, 2013 and 2015. Unit Award ". (Yang Huiping)
2020
07-31
Contact Us
No. 88 Wujiang East Road, Jinhua City, Zhejiang Province, China
Tel: +86-579-82326868
Fax : +86-579-82324666
©2023 Zhejiang Jianfeng Group Co., Ltd. Powered by: www.300.cn SEO Business License
SAF Coolest v1.2 设置面板 SHJSS-AHDB-FSSQE-ZSW
无数据提示
Sorry, the current column has no content !
You can view other columns or return to Home Page