Announcement on the waiver of the preemptive right of equity of subsidiaries
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 公告编号:2019-030
债券简称:13尖峰02 债券代码:122344
浙江尖峰集团股份有限公司
关于放弃子公司股权优先购买权的公告
本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。
重要内容提示:
l 简要内容:近日,浙江尖峰集团股份有限公司(以下简称“本公司”)与本公司控股子公司浙江尖峰水泥有限公司(以下简称“尖峰水泥”)收到中国建材股份有限公司(以下简称“中建股份”)《通知书》,中建股份拟将其所持有的本公司控股子公司大冶尖峰水泥有限公司(以下简称“大冶尖峰”)24%股权划转给其全资子公司中建材投资有限公司(以下简称“中建投资”),以增加中建投资的注册资本。本次划转以经审计的大冶尖峰2019年5月31日的所有者权益账面值为依据作价11,032.82万元。划转后中建投资将持有大冶尖峰24%的股权。本公司同意上述股权划转事宜并放弃该部分股权的优先购买权。
l 本事项不构成关联交易
l 本事项不构成重大资产重组
l 本事项需经公司董事会审议,不需提交股东大会审议批准。
一、 基本概述
(一)近日,本公司与本公司控股子公司尖峰水泥收到中建股份《通知书》,中建股份拟将其所持有的本公司控股子公司大冶尖峰24%股权划转给其全资子公司中建投资,以增加中建投资的注册资本。本次划转以经审计的大冶尖峰2019年5月31日的所有者权益账面值为依据作价11,032.82万元。划转后中建投资将持有大冶尖峰24%的股权。
中建投资系中建股份的全资子公司,本次大冶尖峰股权变动是中建股份的内部股权划转,划转后该部分股权的实际控制权不变。本公司同意上述划转事宜并放弃该部分股权的优先购买权。该事宜不构成关联交易,也不构成重大资产重组。
(二)董事会审议情况
2019年8月29日,公司以通讯方式召开了第十届董事会第11次会议,公司现有八名董事,全部参加了会议,经审议与表决,董事会以8票同意、0票反对、0票弃权审议并通过了该事项。
(三)根据上海证券交易所《股票上市规则》和公司《章程》等有关规定,该事项属董事会权限范围,无需提交股东大会审议。
二、 标的公司的基本情况
(一)基本情况
1、企业名称:大冶尖峰水泥有限公司
2、企业类型:其他有限责任公司
3、注册地:湖北省大冶市保安镇
4、注册日期:2003年12月24日
5、主要办公地点:湖北省大冶市保安镇
6、法定代表人:蒋晓萌
7、注册资本:25000万元
8、经营范围:水泥、水泥熟料、水泥机电设备制造及销售,建材产品销售,水泥配料用石灰石、砂页岩开采及销售,水泥炉窑固体废物、危险废物协同处置。(涉及许可经营项目,应取得相关部门许可后方可经营)
9、主要股东
|
序号 |
股东姓名 |
出资(万元) |
持股比例(%) |
|
1 |
尖峰水泥 |
17500 |
70.00 |
|
2 |
中建股份 |
6000 |
24.00 |
|
3 |
本公司 |
1500 |
6.00 |
|
合计 |
25000 |
100.00 |
|
注:尖峰水泥是本公司的控股子公司,本公司持有尖峰水泥95.25%的股权。
10、划转前后大冶尖峰股权结构对比

划转前 划转后
(二)大冶尖峰的主要财务数据
单位:万元
|
项目 |
2018.12.31 |
2019.05.31 |
|
总资产 |
71,623.22 |
63,439.15 |
|
总负债 |
19,320.36 |
17,469.08 |
|
所有者权益 |
52,302.86 |
45,970.07 |
|
|
2018年度 |
2019年1-5月 |
|
营业收入 |
94,949.57 |
36,397.38 |
|
利润总额 |
37,358.53 |
14,340.63 |
|
净利润 |
27,901.21 |
10,667.20 |
大冶尖峰2018年度和2019年1-5月的财务数据经具有证券、期货从业资格的天健会计师事务所(特殊普通合伙)审计。
三、 划转各方的基本情况
(一)股权划出方的基本情况
1、企业名称:中国建材股份有限公司
2、企业类型:股份有限公司(上市、国有控股)
3、注册地:北京市海淀区复兴路17号国海广场2号楼(B座)
4、注册日期:1985年06月24日
5、主要办公地点:北京市海淀区复兴路17号国海广场2号楼(B座)
6、法定代表人:曹江林
7、注册资本:843,477.0662万元
8、经营范围:对外派遣与其实力、规模、业绩相适应的境外工程所需的劳务人员;新型建筑材料及制品、新型房屋、水泥及制品、玻璃纤维及制品、复合材料及制品的技术研发、生产和销售;建筑材料的仓储、配送和分销:水泥、玻璃生产线的技术研发、工程设计与工程总承包;新型建筑材料的工程设计与工程总承包;与以上业务相关的技术咨询、信息服务;承包境外建材、建筑和轻纺行业的工程勘测、咨询、设计和监理及工程;进出口业务。( 企业依法自主选择经营项目,开展经营活动;依法须经批准的项目,经相关部门批准后依批准的内容开展经营活动;不得从事木市产业政策禁止和限制类项目的经营活动。)
(二)股权划入方的基本情况
1、企业名称:中建材投资有限公司
2、企业类型:有限责任公司(法人独资)
3、注册地:深圳市罗湖区人民南路国贸大厦12楼南
4、注册日期:2001年01月08日
5、主要办公地点:深圳市罗湖区人民南路国贸大厦12楼南
6、法定代表人:蔡国斌
7、注册资本:300,000万元
8、经营范围:投资兴办实业(具体项目另行申报);从事物流业务(外商投资准入负面清单类除外);电子商务服务(不含增值电信业务);国内贸易;经营进出口业务;在合法取得使用权的土地上从事房地产开发经营(外商投资准入负面清单类除外,具体项目另行申报);物业租赁。(企业经营涉及前置性行政许可的,须取得前置性行政许可文件后方可经营)煤炭经营。
四、 对本公司的影响
中建投资系中建股份的全资子公司,本次划转系中建股份为了进一步优化组织结构、增强中建投资的实力而进行的内部股权划转。本次股权划转后,中建投资将持有大冶尖峰24%的股权,该部分股权的实际控制权不变。本公司与尖峰水泥所持大冶尖峰比例不变,大冶尖峰仍受本公司实际控制,本公司同意放弃该部分股权的优先购买权不存在损害公司及股东特别是中小股东利益的情形。
特此公告
浙江尖峰集团股份有限公司
董事会
二〇一九年八月三十一日
More information
Spike Health will be identified as "Zhejiang Agricultural Science and Technology Enterprise"
Recently, Jinhua Science and Technology Bureau issued a public notice to identify four enterprises, including Zhejiang Jianfeng Health Technology Co., Ltd., as agricultural science and technology enterprises in Zhejiang Province. According to relevant requirements, agricultural science and technology enterprises in Zhejiang Province must take agricultural products as their main business, and have sound production and operation places, facilities and management systems. Scientific and technological personnel account for more than 15% of the total number of employees of the enterprise, and the annual sales income of the enterprise is more than 5 million yuan (of which the sales income of agricultural science and technology products and technical income account for more than 50% of the total income of the enterprise), presided over the county (city, district) or above science and technology projects, environmental protection to meet the national standards. Since its establishment, Jianfeng Health has attached great importance to the construction of innovation platform and the training of scientific and technological personnel. As of the end of 2016, scientific and technological personnel accounted for 17% of the total number of employees in the enterprise, and 76% of the technical personnel had bachelor's degree or above; the sales revenue of scientific and technological products accounted for about 90%; R & D expenses accounted for 8.9 of the total sales revenue; and undertook 3 scientific and technological projects above counties (cities, districts). After obtaining the honorary title of Jinhua agricultural science and technology enterprise in 2016, peak health applied for the recognition of the provincial agricultural science and technology enterprise. On the basis of the recommendation of the science and technology department of Wucheng District, through the evaluation links such as formal examination, on-the-spot investigation and expert evaluation and defense, Jianfeng Health will finally be awarded the accreditation. It is reported that the Jinhua Municipal Government and the Wucheng District Government will also give certain supporting funds to the enterprises that have obtained the honorary title. (Yang Hao)
2020
07-30
Spike Health will be identified as "Zhejiang Agricultural Science and Technology Enterprise"
Recently, Jinhua Science and Technology Bureau issued a public notice to identify four enterprises, including Zhejiang Jianfeng Health Technology Co., Ltd., as agricultural science and technology enterprises in Zhejiang Province. According to relevant requirements, agricultural science and technology enterprises in Zhejiang Province must take agricultural products as their main business, and have sound production and operation places, facilities and management systems. Scientific and technological personnel account for more than 15% of the total number of employees of the enterprise, and the annual sales income of the enterprise is more than 5 million yuan (of which the sales income of agricultural science and technology products and technical income account for more than 50% of the total income of the enterprise), presided over the county (city, district) or above science and technology projects, environmental protection to meet the national standards. Since its establishment, Jianfeng Health has attached great importance to the construction of innovation platform and the training of scientific and technological personnel. As of the end of 2016, scientific and technological personnel accounted for 17% of the total number of employees in the enterprise, and 76% of the technical personnel had bachelor's degree or above; the sales revenue of scientific and technological products accounted for about 90%; R & D expenses accounted for 8.9 of the total sales revenue; and undertook 3 scientific and technological projects above counties (cities, districts). After obtaining the honorary title of Jinhua agricultural science and technology enterprise in 2016, peak health applied for the recognition of the provincial agricultural science and technology enterprise. On the basis of the recommendation of the science and technology department of Wucheng District, through the evaluation links such as formal examination, on-the-spot investigation and expert evaluation and defense, Jianfeng Health will finally be awarded the accreditation. It is reported that the Jinhua Municipal Government and the Wucheng District Government will also give certain supporting funds to the enterprises that have obtained the honorary title. (Yang Hao)
2020
07-31
Spike Health will be identified as "Zhejiang Agricultural Science and Technology Enterprise"
Recently, Jinhua Science and Technology Bureau issued a public notice to identify four enterprises, including Zhejiang Jianfeng Health Technology Co., Ltd., as agricultural science and technology enterprises in Zhejiang Province. According to relevant requirements, agricultural science and technology enterprises in Zhejiang Province must take agricultural products as their main business, and have sound production and operation places, facilities and management systems. Scientific and technological personnel account for more than 15% of the total number of employees of the enterprise, and the annual sales income of the enterprise is more than 5 million yuan (of which the sales income of agricultural science and technology products and technical income account for more than 50% of the total income of the enterprise), presided over the county (city, district) or above science and technology projects, environmental protection to meet the national standards. Since its establishment, Jianfeng Health has attached great importance to the construction of innovation platform and the training of scientific and technological personnel. As of the end of 2016, scientific and technological personnel accounted for 17% of the total number of employees in the enterprise, and 76% of the technical personnel had bachelor's degree or above; the sales revenue of scientific and technological products accounted for about 90%; R & D expenses accounted for 8.9 of the total sales revenue; and undertook 3 scientific and technological projects above counties (cities, districts). After obtaining the honorary title of Jinhua agricultural science and technology enterprise in 2016, peak health applied for the recognition of the provincial agricultural science and technology enterprise. On the basis of the recommendation of the science and technology department of Wucheng District, through the evaluation links such as formal examination, on-the-spot investigation and expert evaluation and defense, Jianfeng Health will finally be awarded the accreditation. It is reported that the Jinhua Municipal Government and the Wucheng District Government will also give certain supporting funds to the enterprises that have obtained the honorary title. (Yang Hao)
2020
07-31
Zhejiang Jianfeng Group Co., Ltd. is a veteran enterprise in Jinhua. It has a history of 59 years since the first generation of Jianfeng people founded Jinhua cement Plant in 1958. From the initial small cement plant to the current cement, medicine, health products, warehousing and logistics as a supplement, cross-industry, cross-regional comprehensive enterprise group, the peak has embarked on its own development path. In the past two years, affected by the downward pressure on the economy, some companies have fallen into trouble, but the spikes have bucked the trend, and good news has spread frequently. In the past five years, the average annual profit of the peak has exceeded 0.25 billion yuan, and the total profit and tax paid has been 0.827 billion yuan. In the past 2016, operating income 2.379 billion and net profit 0.285 billion, creating the best result in peak history. The net profit in the first quarter report of 2017 was 0.112 billion yuan, setting a new quarterly record. Under the background of "walking in the forefront and jointly building Jinhua", this year, the Jinhua Municipal Party Committee and the Municipal Government proposed to vigorously promote the "three corridor construction" strategic deployment of comprehensive transportation corridors, Jinyichuang corridors, and Zhejiang ecological corridors. It has drawn a new blueprint for Jinhua's future economic and social development. In the face of new opportunities, Jiang Xiaomeng, chairman of Jianfeng Group, said that as the fourth largest metropolitan area in the province, the construction of Jinhua's "three corridors" will certainly have a positive and far-reaching impact on the trend of related industries and the positioning of enterprises in central Zhejiang. The majority of business operators and businessmen should actively participate in the new wave of reform and development, and seriously think about how to combine the construction needs of the "three corridors", give play to play to the enterprise itself, so as to catch the "big car" of Jinhua's economic development, in promoting the local
2020
07-31
Zhang Yiwen, deputy director of the provincial science and technology department, visited the peak
News from our newspaper On July 17, Zhang Yiwen, deputy director of the Zhejiang Provincial Department of Science and Technology, and his entourage visited Jianfeng Group and had a discussion with leaders of group companies such as Jiang Xiaomeng and Yu Jianhong. Jiang Xiaomeng, chairman of the group company, introduced to Deputy Director Zhang Yiwen the development, business status, industrial structure adjustment, product innovation and research and development of Jianfeng Group in recent years from the cement, medicine and health sectors. Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, emphatically introduced the industrial layout, scientific research level, innovative development direction, achievements, and research projects of the pharmaceutical company. The two sides also exchanged views on information docking, innovation project support, industrialization projects and other related issues. Deputy Director Zhang Yiwen fully affirmed Jianfeng's work in recent years. He said that since Jianfeng's old cement industry has moved to other provinces in recent years, he has paid less attention to it. He did not expect to do so well now. What is particularly gratifying is that Jianfeng pays attention to the investment in technological innovation while developing, and clarifies the development direction of "making the enterprise bigger and stronger". It is a listed company that allows shareholders to rest assured. (Reporter Ni Yingzhen)
2020
07-31
News from our newspaper On July 13, the first council of the "Plant Waste Reuse Industry Technology Innovation Strategic Alliance" with Tianjin Jianfeng Natural Products Company as the chairman unit was grandly held in Tianjin, marking the formal establishment of the alliance. In order to cope with the new challenges brought about by economic transformation and upgrading, in recent years, Tianjin Economic and Technological Development Zone has continuously adjusted its industrial structure, actively introduced innovation carriers and resources, cultivated new growth points, and paid close attention to the support of scientific and technological enterprises. with the goal of cultivating a number of high-growth enterprises with innovative characteristics of the new era, making them the backbone of the economic development of the development zone and even Binhai New area and the main force of innovation and development. In November 2016, the development zone selected 20 science and technology enterprises in the zone as demonstration enterprises for the first time. Tianjin Jianfeng is one of them. With the support of relevant policies of Tianjin Municipal Party Committee and Municipal Government, Tianjin University of Science and Technology, Tianjin Agricultural College, Portuguese Mr. (Tianjin) Technology Co., Ltd., Tianjin Minsheng Biological Engineering Co., Ltd., Tianjin Yibei Red Biotechnology Co., Ltd. and other enterprises and institutions, start to establish the "Plant Waste Reuse Industry Technology Innovation Strategic Alliance" (hereinafter referred to as the "Alliance"), and carry out key technical cooperation research and development of "Plant Waste Reuse" for key health industries, and formulate, revise and promote industrial technology Standards, through the establishment of an open sharing of scientific and technological resources and industrial technology information exchange platform, to promote another new field of green health industry. The convening of the first council of the alliance has received extensive attention from relevant government departments, the media and the industry. Tianjin Science and Technology Commission, Binhai New Area Science and Technology Commission, Tianjin
2020
07-31