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
Since the implementation of the large-scale inspection in early November 2016, Daye Jianfeng Cement Company has embarked on a comprehensive institutional adjustment and optimization, which has been carried out for more than five months. In just a few months, the internal management of Daye Peak has achieved a preliminary transformation, the process has been further straightened out, and the work efficiency has also been significantly improved. Reduce the hierarchy and further flatten the management. In the past, in order to avoid responsibilities, there were often repeated and overlapping settings in the setting of enterprise posts, and even there were cases where no one handled the accident and no one took responsibility. In order to truly realize flat management, daye peak merged the original production department, technology department, manufacturing workshop and finished product workshop to form a manufacturing department in early January this year after the implementation of large-scale inspection. Merging the former Environmental Security Department and the Comprehensive Management and Security Department to form the Environmental Security Department; The purchasing functions of the original departments were merged into the purchasing department. The functions of the infrastructure section of the former comprehensive management department were merged into the waste heat power generation department. After the adjustment of the organization, the members of the management team in charge of production also served as department managers, realizing the "sinking" of management ". Adjust and formulate the responsibility system to ensure that tasks are on duty and responsibilities are on duty. In response to changes in institutions and job settings, Daye Peak has carried out a comprehensive revision of the job responsibility system, making requirements around the key indicators of various departments and positions, and implementing "personalization" of responsibilities ". For example, the relevant indicators of mechanics focus on the consumption of machinery and materials, the operation rate of the equipment under their jurisdiction, and the failure time, and the hook for cement and clinker production has been canceled. Responsibility assessment is carried out according to post responsibilities and relevant management systems, and the assessment has been strengthened. In order to understand the actual effect of daye peak institutional reform, on March 30, the group company
2020
07-31
Group Party Committee to determine the annual work plan
The party Committee of the group company has determined its work ideas and work plan for 2017 a few days ago, and relevant work has been arranged below. In view of the current new political and economic situation and the task of enterprise transformation and development, the general requirements of the Party Committee of the Group Company for 2017 are: to thoroughly study and implement the spirit of the Sixth Plenary Session of the 18th CPC Central Committee and the series of important speeches by General Secretary Xi Jinping, the spirit of the Seventh Party Congress of Jinhua City, to closely revolve around the center of enterprise production, operation and reform and development, and to adhere to scientific development and cross-regional development as the first priority, in order to continue to carry out the study and education of "five stars striving for innovation" and "two learning and one doing", we should highlight the main line of comprehensively and strictly administering the party according to the rules, firmly establish the political awareness, overall situation awareness, core awareness and alignment consciousness of the majority of Party members and cadres, strengthen and improve the party building work in enterprises in the spirit of reform, and strive to improve the scientific, standardized and institutionalized level of Party building work in enterprises, in order to promote the scientific development of the group company, leapfrog development and harmonious development, it provides a strong political, ideological and organizational guarantee. The working idea of the Party Committee of the Group Company in 2017 is to focus on "one center", adhere to "one concept", highlight "three key points" and do a good job in "three constructions". That is: centering on the "one center" of enterprise production, operation and reform and development, we should strive to strengthen the "one concept" of "the organic unity of the party's leadership and the improvement of corporate governance"; to "thoroughly implement the main responsibility of the party committee; continue to carry out the study and education of" two learning and one doing "; and improve the system of party building work" as the "three key points", and focus on "team building and team building
2020
07-30
End of 2016 Qualification Review
According to our newspaper, the 2016 employee qualification evaluation work ended a few days ago, and 380 employees obtained new qualifications. Since the implementation of the employee qualification evaluation system in 2010, it has produced certain results in promoting employees to strengthen self-learning and improve and establish a multi-channel career development system for employees. Since the company's cement sector was included in the scope of qualification management for the first time, in accordance with the relevant regulations of the company's employee qualification management, the written examination for this review was conducted in Jinhua, Daye, and Pu'er on December 25, 2016. After professional knowledge examination, performance evaluation and comprehensive evaluation, the qualification of the corresponding grade and grade is finally determined. A total of 380 employees participated in the review, including 40 in management, 59 in technology and 281 in technicians. According to the unit, there are 2 people in the group department, 186 in daye peak, 89 in Yunnan peak, 56 in pharmaceutical company, 6 in international trade company and 41 in peak health. For employees who apply for qualifications above level 3, Group Barton organized a unified review. According to the final results, more than 6 per cent of the total number of persons rated as three or more qualified. (this newspaper reporter)
2020
07-31
Group Party Committee to determine the annual work plan
The party Committee of the group company has determined its work ideas and work plan for 2017 a few days ago, and relevant work has been arranged below. In view of the current new political and economic situation and the task of enterprise transformation and development, the general requirements of the Party Committee of the Group Company for 2017 are: to thoroughly study and implement the spirit of the Sixth Plenary Session of the 18th CPC Central Committee and the series of important speeches by General Secretary Xi Jinping, the spirit of the Seventh Party Congress of Jinhua City, to closely revolve around the center of enterprise production, operation and reform and development, and to adhere to scientific development and cross-regional development as the first priority, in order to continue to carry out the study and education of "five stars striving for innovation" and "two learning and one doing", we should highlight the main line of comprehensively and strictly administering the party according to the rules, firmly establish the political awareness, overall situation awareness, core awareness and alignment consciousness of the majority of Party members and cadres, strengthen and improve the party building work in enterprises in the spirit of reform, and strive to improve the scientific, standardized and institutionalized level of Party building work in enterprises, in order to promote the scientific development of the group company, leapfrog development and harmonious development, it provides a strong political, ideological and organizational guarantee. The working idea of the Party Committee of the Group Company in 2017 is to focus on "one center", adhere to "one concept", highlight "three key points" and do a good job in "three constructions". That is: centering on the "one center" of enterprise production, operation and reform and development, we should strive to strengthen the "one concept" of "the organic unity of the party's leadership and the improvement of corporate governance"; to "thoroughly implement the main responsibility of the party committee; continue to carry out the study and education of" two learning and one doing "; and improve the system of party building work" as the "three key points", and focus on "team building and team building
2020
07-31
Yunnan peak through the safety standard secondary acceptance
On March 21, Yunnan Jianfeng Cement Company successfully passed the evaluation and acceptance of secondary enterprises for safety production standardization. On the same day, a review team composed of leaders of the Yunnan Provincial Work Safety Supervision Bureau and relevant experts reviewed the implementation of the establishment of Yunnan Jianfeng safety production standardization secondary enterprises. According to the 13 elements involved in the "Standard for Assessment and Rating of Safety Production Standardization in Cement Enterprises", the review team conducted strict assessment and scoring item by item through grouping to check the site and review the data, and finally determined that Yunnan Peak passed the standard acceptance of safety standardization secondary enterprises. Yunnan Jianfeng has always attached great importance to safety production. After passing the three-level safety standard enterprise review in 2015, in order to raise the level of enterprise safety management to a new level, in 2016, it began to create secondary safety standardization. Over the past year, Yunnan Jianfeng has insisted on taking the creation of secondary safety standards as the top priority of production and operation management, and has formulated an implementation plan for production safety standardization in accordance with the requirements of national standardization norms. the content covers production safety responsibility system, education and training, safety inspection, safety facilities management and other safety production management standards, systems and post safety operation procedures, while further strengthening daily safety inspection and regularly organizing emergency plan drills, strengthen the investigation and rectification of potential safety hazards and the supervision of important hazard sources, and further consolidate the foundation of enterprise safety production management. After the review, Zhou Jiping, general manager of Yunnan Jianfeng, said that Yunnan Jianfeng will take this standard as a new starting point. On the basis of consolidating the accident-free achievements in production safety for two consecutive years, it will conscientiously implement the main responsibility of production safety and cultivate
2020
07-31
Yunnan peak through the safety standard secondary acceptance
On March 21, Yunnan Jianfeng Cement Company successfully passed the evaluation and acceptance of secondary enterprises for safety production standardization. On the same day, a review team composed of leaders of the Yunnan Provincial Work Safety Supervision Bureau and relevant experts reviewed the implementation of the establishment of Yunnan Jianfeng safety production standardization secondary enterprises. According to the 13 elements involved in the "Standard for Assessment and Rating of Safety Production Standardization in Cement Enterprises", the review team conducted strict assessment and scoring item by item through grouping to check the site and review the data, and finally determined that Yunnan Peak passed the standard acceptance of safety standardization secondary enterprises. Yunnan Jianfeng has always attached great importance to safety production. After passing the three-level safety standard enterprise review in 2015, in order to raise the level of enterprise safety management to a new level, in 2016, it began to create secondary safety standardization. Over the past year, Yunnan Jianfeng has insisted on taking the creation of secondary safety standards as the top priority of production and operation management, and has formulated an implementation plan for production safety standardization in accordance with the requirements of national standardization norms. the content covers production safety responsibility system, education and training, safety inspection, safety facilities management and other safety production management standards, systems and post safety operation procedures, while further strengthening daily safety inspection and regularly organizing emergency plan drills, strengthen the investigation and rectification of potential safety hazards and the supervision of important hazard sources, and further consolidate the foundation of enterprise safety production management. After the review, Zhou Jiping, general manager of Yunnan Jianfeng, said that Yunnan Jianfeng will take this standard as a new starting point. On the basis of consolidating the accident-free achievements in production safety for two consecutive years, it will conscientiously implement the main responsibility of production safety and cultivate
2020
07-31