Announcement on the Progress of the Company's Foreign Investment and the Entry into Force of the Agreement
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group Announcement No.: Pro 2019-005
Bond Abbreviation: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Announcement on the Progress of the Company's Foreign Investment and the Effectiveness of the Agreement
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 shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Overview of 1. Foreign Investment
2018 December 29th , the 9th meeting of the 10th Board of Directors of Zhejiang Jianfeng Group Co., Ltd. (hereinafter referred to as "the Company") passed the "Proposal on the Company's Foreign Investment". The Company intends to invest 3166.73 yuan to acquire all 100 of the shares of Guizhou Huangpinggu Longmingchuan Cement Co., Ltd. (hereinafter referred to as "Guizhou Mingchuan Company" or "Target Company"). After the completion of the acquisition, Guizhou Mingchuan Company will become a wholly-owned subsidiary of the Company, and the Company intends to invest 0.1 billion yuan separately to increase the capital of the target company to 0.15 billion yuan of registered capital. The target company will continue to invest about 0.65 billion yuan to build a new dry cement production line with a daily output of 4500 tons of cement clinker (with waste heat power generation). On the same day, the Company signed the Equity Transfer Agreement with Luan Chunhua, Gao Zhimin and Sichuan Mingchuan Chengyu Electromechanical Equipment Co., Ltd., the former shareholders of Guizhou Mingchuan Company. For details, please refer to the Announcement on Foreign Investment of the Company (P.2019 -002) disclosed by the Company on January 3, 2019 . 2. Progress
(I) 2019# On February 26, 42, the Company (Party A) went through relevant handover procedures with Luan Chunhua, Gao Zhimin, Sichuan Mingchuan Chengyu Electromechanical Equipment Co., Ltd. (collectively referred to as Party B and former shareholders) and Guizhou Mingchuan Company (target company) and signed the Handover Settlement Agreement. The main contents of the agreement are as follows:
1 , Handover Basis
(1 ) A, B and the Subject Company signed the Equity Transfer Agreement on December 29, 2018 (hereinafter referred to as the "Equity Transfer Agreement");
(2 ) "Asset Appraisal Report" issued by Kunyuan Asset Appraisal Co., Ltd. (Kunyuan Appraisal Report [2018] No. 639) and "Audit Report" issued by Tianjian Certified Public Accountants Tianjian Audit [2018
] No. 7835. 2 , handover reference date
The reference date for this handover is February 18, 2019 .
3 , Adjustment of Equity Transfer Payment
As of the handover reference date, Party B has not handed over your HBD *** vehicle under the appraisal report, and the appraisal value of the vehicle is 55630 yuan. According to the provisions of the Equity Transfer Agreement, the adjusted amount of assets not transferred this time is 55630 yuan, so the equity transfer amount after this transfer is adjusted to 31.61157 million yuan.
4 , Suspended Payment
In view of the fact that some handover matters need to be further completed, Party B agrees that Party A shall suspend payment of 3 million yuan in the first batch of payment under Article 3.2.1 of the Equity Transfer Agreement. On the premise that Party B completes all handover matters on schedule and does not reduce the rights and interests of the subject company, Party A agrees to pay the deferred payment. If Party B fails to complete all the handover matters on schedule, Party A has the right to continue to withhold the payment until all the handover matters are completed. The expenses incurred in order to complete the transfer shall be borne by Party B, and if the subject company has paid or advanced, Party A shall have the right to deduct from the deferred payment, and if the deduction is insufficient, it shall continue to recover in accordance with the relevant provisions of the Equity Transfer Agreement.
As of the (II) announcement date, all the shares of the target company held by the original shareholders have been transferred to the company and the industrial and commercial change registration procedures have been completed. The company has already held 100 shares of the target company.
At this point, the conditions for the entry into force of the Equity Transfer Agreement entered into between the Company and the original shareholders and the Subject Company on December 29, 2018 have been met and the Agreement has come into effect.
At present, the Company is in the process of increasing the capital of the target company and promoting the construction of the project. The company will be in accordance with the requirements of laws and regulations, timely disclosure of progress. Investors should pay attention to investment risks.
3. Reference Document, Handover and Settlement Agreement
2 , Business License, Industrial and Commercial Registration Data
This is to announce
Zhejiang Jianfeng Group Co., Ltd.
Board of DirectorsFebruary 27, 2019
More information
2020
07-31
Daye Peak Declared 4 Invention Patents Last Year
In 2019, Daye Jianfeng Cement Company changed its thinking, actively explored and tested the use of new materials, and summarized the research results in a timely manner, and successively declared 4 invention patents. In the production process of low-alkali cement, Daye Peak changed the traditional scheme of using high-grade sandstone ingredients alone to replace part of the sandstone and part of the iron correction material with iron ore waste soil, which not only controlled the alkali content in the clinker, but also increased the Al2O3 content in the clinker, ensuring the easy burnability and high early strength of the clinker. Innovation has also been made in the raw material batching scheme, breaking the original high-grade and low-grade sandstones used together and changing them to separate batching of high-grade and low-grade sandstones respectively, thus avoiding the disadvantage of easy material segregation in the process of high-grade and low-grade sandstones used together. At the same time, the original four-component batching is changed to five-component batching, so that low-alkali clinker can be freely switched, which is convenient for production organization and production cost. On the basis of a series of innovative achievements, Daye Peak declared four invention patents in 2019: "a technology for producing clinker from gas sludge and dust collection in steel mills", "a method for treating sludge in machine-made sand mills", "an improvement in raw material batching method" and "a technology for producing low cement from iron ore mining waste soil", all of which have high practical value. (Fan Liangwu)
2020
07-31
On January 14, the Party Committee of the Group Company held a summary meeting on the theme of "Do not forget your initiative mind, Keeping in mind the mission" to comprehensively summarize the progress and effectiveness of the theme education work, and on this basis further put forward the requirements for strengthening Party building. At this point, the theme education of "Do not forget your initiative mind, Keeping in Mind Mission" has been successfully concluded. Although according to the arrangement of the central government, the theme education of "Do not forget your initiative mind, Keeping in mind the mission" will start in September 2019, since the central government issued the relevant documents on the theme education of "Do not forget your initiative mind, Keeping in mind the mission", the Party committee of the group company has started to prepare in advance and organized and studied the spirit of General Secretary Xi Jinping's important speech on "Do not forget your initiative mind, Keeping in mind. Party organizations at all levels plan ahead and make full use of the "Peak News", publicity boards, party-mass activity rooms, WeChat public accounts and other media to carry out various forms of publicity to guide the majority of party members and cadres to deeply understand the important content and significance of the theme education. On June 29, the Party committee of the group company and the Party branch of Jiangbei sub branch of China Merchants Bank jointly organized party members and cadres to visit the old revolutionary base area of yinkeng village, Shafan Township, Jinhua. By reviewing the revolutionary history of the ancestors, studying the party history, reviewing the oath of joining the party, and strengthening the belief of striving for the party for the whole life, Further deeply understand the original intention and mission of seeking happiness for the Chinese people and rejuvenation of the Chinese nation. After the second batch of "Do not forget your initiative mind, Keeping in Mind Mission" thematic education officially started in September, the Party Committee of the Group Company held a thematic education arrangement meeting in a timely manner and set up a thematic education leader composed of Party Secretary Jiang Xiaomeng as the team leader and all Party committee members.
2020
07-31
City Red Cross thanks spike help "anti-epidemic"
On February 26, Jinhua City Red Cross Party Secretary, Executive Vice President Shi Yiwei and his entourage to visit the peak, the peak in the prevention and control of the new coronary pneumonia epidemic actively contribute to love, brave social responsibility of the great love and kindness to express gratitude. Jiang Xiaomeng, chairman of the group company, Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and Xiang Chongping, deputy general manager of the group company, had a discussion with Vice President Shi Yiwei and his party. In order to solve the difficult problems for caring enterprises to resume work and production, the Municipal Red Cross Society, based on its own functional positioning and giving full play to its unique advantages, conducted a large feedback and return visit to caring enterprises, and jointly established three Red Cross volunteer service teams, including traditional Chinese medicine service, psychological assistance, and emergency rescue training, to take "eight measures" to help caring enterprises resume work and production. Vice President Shi Yiwei led the backbone of three volunteer service teams to the peak for a return visit, expressing his gratitude for the contribution made by the peak in the prevention and control of the new coronary pneumonia epidemic, and sent a letter of thanks and the "New Coronary Pneumonia Prevention and Control Enterprises Resuming Work and Resuming Production Protection Manual". Chairman Jiang Xiaomeng introduced the industrial layout, production and operation of the peak, focusing on the resumption of work and production of the peak enterprises, and put forward opinions and suggestions on the reduction and exemption of basic electricity charges for enterprises, the support policies for small and medium-sized enterprises, and the payment of "five insurance and one fund. (Reporter Ni Yingzhen)
2020
07-30
City Red Cross thanks spike help "anti-epidemic"
On February 26, Jinhua City Red Cross Party Secretary, Executive Vice President Shi Yiwei and his entourage to visit the peak, the peak in the prevention and control of the new coronary pneumonia epidemic actively contribute to love, brave social responsibility of the great love and kindness to express gratitude. Jiang Xiaomeng, chairman of the group company, Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and Xiang Chongping, deputy general manager of the group company, had a discussion with Vice President Shi Yiwei and his party. In order to solve the difficult problems for caring enterprises to resume work and production, the Municipal Red Cross Society, based on its own functional positioning and giving full play to its unique advantages, conducted a large feedback and return visit to caring enterprises, and jointly established three Red Cross volunteer service teams, including traditional Chinese medicine service, psychological assistance, and emergency rescue training, to take "eight measures" to help caring enterprises resume work and production. Vice President Shi Yiwei led the backbone of three volunteer service teams to the peak for a return visit, expressing his gratitude for the contribution made by the peak in the prevention and control of the new coronary pneumonia epidemic, and sent a letter of thanks and the "New Coronary Pneumonia Prevention and Control Enterprises Resuming Work and Resuming Production Protection Manual". Chairman Jiang Xiaomeng introduced the industrial layout, production and operation of the peak, focusing on the resumption of work and production of the peak enterprises, and put forward opinions and suggestions on the reduction and exemption of basic electricity charges for enterprises, the support policies for small and medium-sized enterprises, and the payment of "five insurance and one fund. (Reporter Ni Yingzhen)
2020
07-31
City Red Cross thanks spike help "anti-epidemic"
On February 26, Jinhua City Red Cross Party Secretary, Executive Vice President Shi Yiwei and his entourage to visit the peak, the peak in the prevention and control of the new coronary pneumonia epidemic actively contribute to love, brave social responsibility of the great love and kindness to express gratitude. Jiang Xiaomeng, chairman of the group company, Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and Xiang Chongping, deputy general manager of the group company, had a discussion with Vice President Shi Yiwei and his party. In order to solve the difficult problems for caring enterprises to resume work and production, the Municipal Red Cross Society, based on its own functional positioning and giving full play to its unique advantages, conducted a large feedback and return visit to caring enterprises, and jointly established three Red Cross volunteer service teams, including traditional Chinese medicine service, psychological assistance, and emergency rescue training, to take "eight measures" to help caring enterprises resume work and production. Vice President Shi Yiwei led the backbone of three volunteer service teams to the peak for a return visit, expressing his gratitude for the contribution made by the peak in the prevention and control of the new coronary pneumonia epidemic, and sent a letter of thanks and the "New Coronary Pneumonia Prevention and Control Enterprises Resuming Work and Resuming Production Protection Manual". Chairman Jiang Xiaomeng introduced the industrial layout, production and operation of the peak, focusing on the resumption of work and production of the peak enterprises, and put forward opinions and suggestions on the reduction and exemption of basic electricity charges for enterprises, the support policies for small and medium-sized enterprises, and the payment of "five insurance and one fund. (Reporter Ni Yingzhen)
2020
07-31
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