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
Passion to sing praises to the party
On June 26, the Jinhua United Front "Tongxin · Ode" chorus competition to celebrate the 100 anniversary of the founding of the Communist Party of China was held at the Jinhua Cultural Center Theater. The Jinhua City Federation of Industry and Commerce team, composed mainly of peak employees, won the bronze award for the song "Under the Brilliant Sunshine" in the competition.
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On the morning of July 1, a grand celebration of the 100 anniversary of the founding of the Communist Party of China was held in Tiananmen Square in Beijing. Xi Jinping, General Secretary of the CPC Central Committee, President of the State, and Chairman of the National Military Commission, delivered an important speech. At 8: 00 a.m. in the conference room of the peak building, members of the party Committee of the group company, members of the management team, functional departments and employees of subordinate enterprises working in the peak building were present on time to watch the live broadcast of the celebration. The subordinate enterprises of the company also organized party members and cadres to watch the live broadcast and celebrate the party's centtieth birthday in the form of raising the national flag and reviewing the oath of joining the party.
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As the 100 anniversary of the founding of the Communist Party of China approaches, on June 9, the group party committee visited and expressed condolences to old party members and party members in difficulties, and sent them holiday blessings and greetings. The picture shows Qin Xuping, member of the group's party committee and director of the party and mass work department, on behalf of the group's party committee, expressing condolences to Xu Zeng, the first batch of employees and veteran party members of Jinhua cement factory, the predecessor of the peak, when it started its business in 1958.
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"I volunteer to join the Communist Party of China, support the party's program, abide by the party's constitution, fulfill the obligations of party members ......" On the morning of June 6, at the site of the Gutian Conference in Shanghang County, Fujian Province, more than 30 pinnacle party members solemnly raised their right fists facing the party flag to revisit the oath of joining the party. Visiting and studying the red education base and reviewing the oath of joining the party are important contents of the study and education of party history. Yu Jianhong, Qin Xuping and Chen Tianci, members of the group's party committee, party members of various branches of the group's headquarters, and secretaries of grass-roots party organizations under the group's party committee, totaling more than 30 people, visited and studied at the Gutian conference site. Party members visited the Gutian Conference site, the Chairman's Memorial Garden, the Gutian Conference Memorial Hall and other red attractions, and presented flower baskets to the statue of Comrade Mao Zedong. The Gutian Conference was the ninth party congress held by the Fourth Army of the Chinese Workers' and Peasants' Red Army in Gutian Village, Shanghang County, Fujian Province from December 28 to 29, 1929. This meeting summed up the experiences and lessons of army building since the founding of the fourth Red Army, established the principle of the party's absolute leadership over the Red Army, combined Marxism-Leninism with the concrete practice of China's revolutionary struggle, and solved the fundamental problem of how to maintain the party's proletarian vanguard nature and build a new type of people's army by strengthening the party's ideological work. It is of great significance in the history of the development of the Communist Party of China and the Workers' and the Red Army. During the visit and study, the party members visited the display of revolutionary cultural relics, listened to the explanation, got a close understanding of the revolutionary process of building the party and army under difficult conditions, and accepted the spiritual baptism of ideals and beliefs.
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Spike can independently determine the level of professional skills!
A few days ago, after the examination and approval of Jinhua Human Resources and Social Security Bureau, and reported to the Provincial Department of Human Resources and Social Security for examination and record, Zhejiang Jianfeng Group Co., Ltd. was approved to independently identify the level of vocational skills. High-skilled talents are an important part of the enterprise talent team, and they are the backbone to promote technological innovation and promote the transformation of modern scientific and technological achievements into real productivity. Therefore, Jianfeng Group attaches great importance to strengthening the construction of senior technicians, technicians, senior technicians and other talent teams and the training of skilled talents. In recent years, the entire group company has carried out various forms of skills training based on the improvement of employees' job skills. Last year alone, more than 8000 person-times of job skills training were held, which improved employees' professional skills and business capabilities. Under the background of digital and intelligent production, effectively stimulating front-line employees to learn skills and drill business, and cultivating and building a highly skilled workforce is one of the important means to promote the high-quality development of enterprises. At the beginning of the year, the human resources department of the group began to prepare to rely on the national vocational skill identification standards, and formulated the national vocational skill level independent identification scheme of Jianfeng group for the group's two main businesses of cement and pharmaceutical industry. after the comprehensive evaluation of the municipal human resources and social security bureau and Jinhua vocational skill management service center, the group company was agreed to become the independent identification unit of vocational skill level. The success of the application for the independent identification of the vocational skill level of the group company marks the company's skilled talent evaluation work, which has realized the transformation from government-led to the autonomy of employers, combining evaluation with training, use and incentives, and expanding the growth channel of skilled talents. It has laid a good foundation for promoting skill upgrading actions and building knowledge-based, skilled and innovative industrial workers. The positions independently identified by the group company's professional skill level are mainly in the two main businesses of cement and pharmaceutical industry, specifically cement production workers (including cement central controller, cement quality inspector, cement clinker calciner, cement manufacturer, cement production inspection worker, etc.) and pharmaceutical preparation workers. The group is about to carry out the independent identification of vocational skill levels for these two categories of work.
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On April 27, Qiandongnan Prefecture of Guizhou Province held a conference to celebrate the "May 1st" International Labor Day. Huangping Jianfeng Cement Company was awarded the May 1st Labor Certificate of Qiandongnan Prefecture at the conference. Tang Yueqiang, Secretary of the Party Leadership Group and Director of the Standing Committee of the People's Congress of Qiandongnan Prefecture, hoped in his speech that the broad masses of employees in the prefecture will keep in mind the ardent entrustment of General Secretary Xi Jinping, closely focus on the overall situation of the prefecture, consciously shoulder the glorious mission, and vigorously promote the spirit of model workers and labor. The spirit of craftsmanship and the spirit of Guizhou in the new era are striving to be knowledge, skilled and innovative workers in the new era, make new contributions and create new glories in the new journey of building socialist modernization. The conference named and commended the collectives and individuals who won the Qiandongnan May 1st Labor Award, the Worker Pioneer, and the Qiandongnan Craftsman Honors. 40 units including Huang Ping Jianfeng won the Qiandongnan Prefecture May 1st Labor Award. In addition, on the afternoon of May 7, Huangping County, Guizhou Province held the 2021 model worker and advanced worker commendation meeting to commend 11 model workers and 19 advanced workers. Qian Jiang, deputy secretary of the Jianfeng Party branch of Huangping and chairman of the trade union, was awarded the honor of "model worker" in Huangping County. Yang Zhi, deputy secretary of the Huangping County CPC Committee and county magistrate, called on the whole county to vigorously carry forward the spirit of model workers, labor spirit, and craftsmanship, so as to make it a common practice to advocate model workers, learn from model workers, and strive to be model workers, and further gather powerful forces to speed up the high-quality development of Huangping. As a model worker representative, Qian Jiang made an experience exchange speech at the conference.
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