News Center

Home page

Peak Report

News reports

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

on Participating in Major Asset Reorganization of Tianshan Stock Company The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and assumes individual and joint responsibility for the truthfulness, accuracy and completeness of its contents

Important Content Note:

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.
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.

(III) According to the Shanghai Stock Exchange's "Stock Listing Rules" and "Articles of Association" and other relevant regulations, the company's participation in the major asset reorganization of Tianshan shares is within the scope of the board of directors. The transaction is not a related party transaction of the company, nor does it constitute a major asset reorganization of the company as stipulated in the administrative measures for major asset reorganization of listed companies.

Basic Information of 2. Trading Parties

Basic Information of (I)

Tianshan Stock

, Enterprise Name: Xinjiang Tianshan Cement Co., Ltd.

, Enterprise Type: Other Joint Stock Co., Ltd. (Listed)

, Registered Address: baiyanggou Village, Dabancheng District, Urumqi City, Xinjiang

, Office Address: Tianhe Building 5 , No.

1256

, Hebei East Road, Urumqi City, Registration Date: 1998 11 18

, Legal Representative: Zhao Xinjun

, Registered Capital: 104,872.2959 yuan

, 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)

, Tianshan Stock's actual controllers: China Building Materials Group Co., Ltd.

, 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

, Enterprise Name: Southern Cement Co., Ltd.

, Enterprise Type: Other Limited Liability Company

, Registered Address: shanghai Pudong century avenue

1600 20 Building 07-13 Room 4

, Office Address: Shanghai Pudong New Area Expo Museum Road

China Building Materials Building 8 Building 5

, Registration Date:

2007 09 April 05 6

, legal representative: Cao Jianglin

, 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)

, the actual controller of Southern Cement: China Building Materials Group Co., Ltd.

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

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 of

Tianshan 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 be

determined based on the valuation results issued by the asset valuation agency and filed with the state-owned right unit . 4

and

The 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

"Spike" Cement Becomes Yunnan Famous Brand Product

News from our newspaper At the beginning of the new year, good news came from Yunnan Jianfeng Cement Company. The "Jianfeng" brand cement successfully passed the examination and approval and won the title of "Yunnan Famous Brand Product. Since it was put into production in 2013, the "Jianfeng" brand cement produced by Yunnan Jianfeng has won good sales performance and reputation in the southwest Yunnan market, and its popularity and brand influence have been continuously improved. Therefore, Yunnan Jianfeng started to declare "famous brand products" in 2016. After preliminary data preparation, preliminary examination by Pu'er Municipal Bureau of Quality and Technical Supervision, expert review by Yunnan Provincial Bureau of Quality and Technical Supervision and on-site verification, Yunnan Provincial Bureau of Quality and Technical Supervision finally passed the examination and approval of "Yunnan Famous Brand Products" organized by Yunnan Provincial Strategic Leading Group for Implementing Brand and Strong Quality Province in 2017. The acquisition of this honorary title will further enhance the market competitiveness of Jianfeng Cement in southwestern Yunnan, and also increase the popularity of Yunnan Jianfeng, laying a more solid foundation for further market development in the future. (Li Chun)

2020

07-31

Chairman Jiang Xiaomeng proposed: "Four Focuses, Four Precautions" in 2017"

At the 2016 annual summary commendation conference held on January 20, Jiang Xiaomeng, secretary of the party Committee and chairman of the group company, made a concluding speech, fully affirming the company's work in 2016 and putting forward the requirements of "four focuses and four precautions" for the enterprise management in 2017. In his concluding speech entitled "Continuously Improve Organizational Competitiveness and Make persistent Efforts to Do All the Work in 2017", Jiang Xiaomeng said that in 2016, the group company won the silver medal of Zhejiang Industrial Award, the trademark of "Peak" was recognized as a well-known trademark in China, Yunnan Peak and Tianjin Natural Products Company achieved the best results in history, Daye Peak had the lowest production cost and best benefits in the region, and Peak Pharmaceutical had a good start in cooperation and upgrading, at the same time, Yunnan Jianfeng, Daye Jianfeng, pharmaceutical companies, natural products companies and other diligent and continuous development teams have emerged. A large number of individuals and collectives who work hard and hard are worthy of praise and affirmation. The ancients said that "good players seek momentum", "potential" is the situation, trend, situation, and development trend related to the overall situation; only those who seek momentum can stand high and see far. Only by being good at seeking the situation and then being good at taking advantage of the situation can we seize the first opportunity, find a new situation and create a new realm. New policies and new demands are forcing us to continue to reform and innovate. Managers at all levels must grasp the trend of industry and national policies in a timely manner, actively respond, follow the trend, and move in order to achieve better performance. In combination with the arrangements for 2017 in the general manager's report, Jiang Xiaomeng asked cadres and employees at all levels of the company to make great efforts to do so."

2020

07-31

"Spike" Cement Becomes Yunnan Famous Brand Product

2020

07-30

Chairman Jiang Xiaomeng Elected Chairman of Jinhua City Federation of Industry and Commerce was named "2016 Faith Good Wushang"

On January 4, the Jinhua Federation of Industry and Commerce held the sixth member congress. Jiang Xiaomeng, chairman of the group company, was elected as the chairman of the Jinhua Federation of Industry and Commerce at the meeting, and served as 20 "2016 Xinyi Good Wu Merchants" One of the commendations from relevant departments. Jinhua city leaders Zhao Guangjun, and military and civilian, Huang Jinchao, Chen Xiao, Shao Guoqiang, Xu Zhangcai attended the opening ceremony of the conference. Zhao Guangjun, Secretary of the municipal Party committee, congratulated the convening of the conference on behalf of the four groups of the city. He hoped that the Federation of industry and Commerce at all levels and the majority of non-public economic personages would unify their thoughts and actions to the deployment requirements of the plenary session of the municipal Party committee, further strengthen their confidence, grasp the general trend, forge ahead, always maintain the correct political direction, firmly promote the development of non-public economy, and make greater contributions to the rise of Zhejiang. At this meeting, Jiang Xiaomeng, chairman of the group company, was elected as the new chairman of the Jinhua City Federation of Industry and Commerce. Jiang Xiaomeng said in his speech that the Federation of Industry and Commerce is a bridge and link between the party and the government to connect with people in the non-public economy, an assistant to the government in managing and serving the non-public economy, and an important window for the interests of the broad non-public economy. it represents the fundamental interests of the broad non-public economy. In the next five years, the new Federation of Industry and Commerce will continue to enhance cohesion and influence based on service; give full play to the role of "guidance" and "bridge", and always maintain sensitivity to the new situation with advanced awareness and long-term vision, and pay close attention to domestic and foreign Industrial development trends and economic development trends, timely discover new situations, study new problems, and act as a bridge between the government and enterprises

2020

07-31

Chairman Jiang Xiaomeng Elected Chairman of Jinhua City Federation of Industry and Commerce was named "2016 Faith Good Wushang"

2020

07-30

"Peak" cement again won the title of "Zhejiang famous brand products"

On December 30, 2016, Zhejiang Famous Brand Strategy Promotion Committee issued an announcement that 258 products, including "Peak" brand cement, were rated as Zhejiang Famous Brand Products in 2016. Zhejiang famous brand products are based on the provisions of the "Zhejiang Famous Brand Product Identification and Management Measures" and the "Zhejiang Regional Famous Brand Evaluation Management Measures (Trial)", on the basis of voluntary declaration by enterprises, review and recommendation by the district and municipal quality and technical supervision departments, the provincial quality and technical supervision The department organizes preliminary review and evaluation, departmental verification, industry review, and is determined after deliberation by the plenary meeting of the Zhejiang Famous Brand Strategy Promotion Committee and social publicity. The validity period of Zhejiang famous brand products in 2016 is until December 31, 2019. Jianfeng brand cement has maintained this honor for 17 consecutive years since it first won the title of "Zhejiang Famous Brand Product" in 2000. Since the establishment of Jinhua Cement Factory in 1958, several generations of peak people have gone through ups and downs and made continuous efforts to create the "peak" cement brand, which enjoys a high reputation in Zhejiang region, especially in the central and southwest regions of Zhejiang. Peak cement is also based on this, out of Zhejiang, to the central and western regions of development. At present, in Zhejiang region, the "peak" cement trademark is still in the south peak, Fuyang Shanya, Tiger Eagle and other enterprises to maintain licensing use, in the past three years there are still more than 1100 million tons of "peak" brand cement supply Zhejiang market, peak brand effect has been greater play. (Cement Company)

2020

07-31

< 1...51 52 53...61 > 跳转到页