Announcement on the Disposal of Assets by the Holding Subsidiary
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2018-032
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
关于控股子公司处置资产的公告
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 金华山旅游经济区管理委员会(以下简称“金华山经管会”)和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”)签订了《协议书》,拟征收尖峰水泥所属的位于金华山旅游经济区管理委员会辖区内的淘汰落后产能后闲置的10宗土地使用权等资产,金华山经管会对该土地使用权、土地上的建筑和构建物、苗木绿化等进行补偿,补偿总款为11200.00万元人民币。
l 本事项未构成关联交易
l 本事项未构成重大资产重组
l 本事项实施不存在重大法律障碍
l 根据公司《章程》的规定,该事项需要报公司董事会审议,但不需报股东大会审议
一、基本情况
(一)鉴于,金华市政府正大力开发金华山旅游风景区,根据《金华双龙国家级风景名胜区总体规划》,金华山旅游经济区管理委员会(以下简称“金华山经管会”)拟征收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”)所属的位于金华山旅游经济区管理委员会辖区内的淘汰落后产能后闲置的10宗土地使用权等资产,并对该土地使用权、土地上的建筑和构建物、苗木绿化等进行补偿,补偿总款为11200.00万元人民币。
(二)董事会审议情况
本公司于2018年12月25日以通信方式召开十届八次董事会会议,公司九名董事全部参加了表决,董事会以9票同意、0票反对、0票弃权审议通过了《关于控股子公司处置资产的议案》。
(三)根据公司章程的规定,该资产处置事宜不需报股东大会审议。
二、交易双方情况
1、金华山旅游经济区管委会为金华市人民政府派出的直属事业单位,根据金华市人民政府的授权,全面负责金华山旅游经济区的经济社会管理事务。
2、浙江尖峰水泥有限公司是本公司的控股子公司,注册资本为17862万元,其中本公司占95.25%,成立于1999年04月13日,经营范围:水泥、建筑材料、普通机械、纸制品、装潢材料销售;实业投资,品牌营销管理。石灰石采选销售(仅限办理分支机构)。
三、标的情况
(一)标的基本情况
涉及本次处置的资产是尖峰水泥所属的座落在赤松镇山口冯村的原金松水泥厂、原金华水泥厂三分厂和座落在罗店镇九龙村的原石灰厂,2008年淘汰落后机立窑产能后的闲置资产,共10宗土地使用权及土地上的建筑和构建物、苗木绿化等资产。土地使用权10宗,合计面积200,770.40平方米;房屋建筑物23幢,合计建筑面积11,365.27平方米,构筑物14项;苗木绿化共计125棵。
该部分资产的产权清晰,不存在抵押、质押及其他任何限制转让的情况,未涉及查封、冻结、诉讼、仲裁等司法事项,也不存在妨碍资产转让的其他情况。
(二)交易标的评估情况
1、本次资产处置,聘请了具有从事证券、期货业务资格的坤元资产评估有限公司进行了资产评估,并出具了《资产评估报告》(坤元评报〔2018〕610号)。评估基准日为2018年6月30日,对于建筑物类固定资产,采用成本法确定其评估价值;对于苗木绿化和土地使用权,采用市场法确定其评估价值。
资产评估结果汇总如下表: 单位:元
|
项 目 |
账面价值 |
评估价值 |
增减值 |
增值率% |
|
一、建筑物类固定资产 |
1,408,295.75 |
7,083,460.00 |
5,675,164.25 |
402.98 |
|
其中:房屋建筑物 |
1,024,933.35 |
5,155,220.00 |
4,130,286.65 |
402.98 |
|
构筑物及其他辅助设施 |
383,362.40 |
1,928,240.00 |
1,544,877.60 |
402.98 |
|
二、苗木绿化 |
|
361,400.00 |
361,400.00 |
0.00 |
|
三、土地使用权 |
10,092,123.41 |
104,532,480.00 |
94,440,356.59 |
935.78 |
|
合 计 |
11,500,419.16 |
111,977,340.00 |
100,476,920.84 |
873.68 |
本次评估增资较大,建筑物类固定资产评估增值402.98%、土地使用权评估增值935.78%,主要原因是该厂的土地取得时间较早,房屋建造时的成本较低,并经多年折旧、摊销后的账面值较低。
2、本次资产转让,以坤元资产评估有限公司出具的《资产评估报告》为基础,经双方友好协商确定最终补偿款11200.00万元(人民币)。
四、交易协议的主要内容
“金华山经管会”或“甲方”:金华山旅游经济区管理委员会
“尖峰水泥”或“乙方”:浙江尖峰水泥有限公司
甲乙双方拟于近日签订协议,协议的主要内容如下:
(一)乙方同意甲方收回赤松镇山口冯村的原金松水泥厂、原金华水泥厂三分厂和罗店镇九龙村的原石灰厂的10宗土地使用权。
(二)经甲、乙双方确认,该土地补偿的内容包括土地补偿、地上建筑物(房屋)、构筑物和苗木绿化等,结合坤元资产评估有限公司、金华金联资产评估事务所和金华市华诚房地产土地评估有限责任公司的资产价值评估,经双方友好协商补偿价格确定为:人民币11200.00万元(大写:壹亿壹仟贰佰万元)。
(三)本协议生效后,甲方分两期支付给乙方,具体支付方式如下:
第一期在2018年12月31号前,支付总补偿款的30%为:人民币3360.00万元(大写:叁仟叁佰陆拾万元)。
第二期在2019年3月30号前,支付总补偿款的70%为:人民币7840.00万元(柒仟捌佰肆拾万元)。
乙方收到全部款项后五日内与甲方办理该土地及地上建筑物、苗木绿化(按其现状)等实物移交手续。
(四)甲方应确保按双方约定时间、方式支付款项。甲方在未付清土地回收补偿款前,乙方仍有该土地使用权。甲方逾期支付上述款项的,应承担银行同期贷款利率利息作为违约金(每满6个月利息上浮20%)。
(五)本协议生效时,乙方应确保对该土地拥有无可争议的处分权,确保土地权属清晰,没有任何涉及债权债务纠纷等问题。
(六)本协议生效后,乙方应负责在3个月内将该土地内办公楼、食堂、仓库出租企业搬离,并办理该土地及地上建筑物、苗木绿化(按其现状)等实物移交手续,若乙方未能在约定期限内按约定条件交付的,乙方应当向甲方支付违约金,违约金以甲方已付补偿款为基础按照银行同期贷款利率计算至完全交付之日止(每满6个月利息上浮20%)。
(七)甲方付清二期尾款后,乙方应当积极配合甲方办理房产证、土地证注销手续,在本协议生效后于6个月内落实。逾期未办理,由于是乙方原因乙方应承担违约金,违约金以甲方已付补偿款为基础按照银行同期贷款利率计算至完全办理完毕之日止(每满6个月利息上浮20%)。
(八)本协议未尽事宜,由甲、乙双方另行签订补充协议约定。双方对履行本协议发生争议的,可协商解决;协商不成的,可向人民法院提起诉讼。
(九)本协议在下述条件获得完全满足时生效:(1)本协议由各方法定代表人或授权代表签字并加盖公章。(2)本协议获得各方有权机构的正式批准。
五、处置资产的目的和对公司的影响
本次处置的资产是尖峰水泥淘汰落后产能后的闲置资产,若本次资产处置能顺利完成,能提高公司资产使用效率,有利于优化公司资产结构,符合公司整体发展战略。
根据协议约定,预计将于2019年才能完成该项处置,所以该事项不会影响公司2018年度的损益。若本次资产处置能根据相关支付、资产交接等协议条款的约定顺利完成,预计将增加处置完成当年子公司尖峰水泥的资产处置收益约为10050万元。
特此公告
浙江尖峰集团股份有限公司董事会
二○一八年十二月二十六日
More information
Recently, the People's Government of Wucheng District of Jinhua City released the list of "Advanced Enterprises for Talent Development" and "Outstanding Enterprise Science and Technology Talents" in 2020. The Group Company was once again rated as an advanced enterprise for talent development, and Zhao Chunquan, an employee of Peak Health Technology Company, was rated as an outstanding enterprise science and technology talent. The selection object of advanced enterprises for talent development in Wucheng District is the district-owned enterprise units. The participating units need to pay attention to the introduction of talents, and have a relatively complete talent introduction mechanism. The number of talents introduced is large and can give full play to the role of talents, or the effect of talent introduction is obvious., And can fully transform and give full play to the intellectual achievements. The selection focuses on high-level and high-skilled talents, and sets evaluation criteria from four aspects: talent increment, talent stock, talent platform and additional indicators. In 2020, the group company will continue to do a good job in talent increment and talent platform, actively participate in talent recruitment and technical project docking activities organized by departments at all levels, carry out industry-university-research cooperation with Zhejiang Industrial and Commercial University, Shenyang Pharmaceutical University and other universities, and obtain 7 national invention patents. At present, the company has one national postdoctoral research workstation, one provincial academician expert workstation and one municipal academician expert workstation, two provincial enterprise technology centers and (R & D) institutions, one municipal enterprise technology center and (R & D) institution, and one provincial enterprise research institute, which has built various talent training platforms for enterprise personnel. In recent years, the company has continuously innovated its business philosophy, strengthened internal management, accelerated transformation and development, actively responded to the government's in-depth implementation of the innovation-driven development strategy, strived to create a good environment for gathering, cultivating and using talents, and cultivated a group of outstanding scientific and technological talents. It has been rated as "Advanced Enterprise for Talent Development" in Wucheng District for many years ". Zhao Chunquan is responsible for the production management of the three business sectors of Jianfeng health care products, Chinese medicine decoction pieces and plant extracts, the pilot production of new products, the technical optimization and innovation of old products, and the daily management of Jianfeng health, safety and environmental protection. He has solid experience in pharmaceutical production site management, GMP system establishment and product production process optimization. In 2020, he led the workshop to increase cross extraction pipelines through technological transformation of equipment, which improved the yield of products, reduced the use of extraction solvents and saved production costs. Through process optimization, a grading process was added before extraction, and a cross extraction process was adopted in the extraction process, which increased the yield of Rhodiola extract by more than 10% year on year, reduced alcohol loss by 30%, and reduced the cost of product production, increased market competitiveness. Prior to this, peak health employees Lu Guosheng, Yang Hao and Chen Anping, and peak cable employee Lu Chaofang also won the honor of outstanding enterprise scientific and technological talents in Wucheng District. (Ni Yingzhen, Yao Lili)
2021
04-12
Chen Long, Secretary of Jinhua Municipal Party Committee, went to the peak to investigate.
"Spike is a well-known representative and iconic manufacturing enterprise in Jinhua. In a sense, it can be said that it is a representative of Jinhua's industrial enterprises, and the development of Spike is also a microcosm of Jinhua's industrial development." On March 31, when Chen long, secretary of the Jinhua Municipal CPC Committee, went to Jianfeng to conduct a special investigation, he fully affirmed the business development of the enterprise in recent years. On the morning of the same day, Chen long, secretary of the Jinhua Municipal CPC Committee, and Zhang Xinyu, vice mayor, together with the heads of the Municipal Economic and Information Bureau, the State-owned assets Supervision and Administration Commission and other departments, went to the headquarters of Jianfeng Group to conduct a special investigation, visited the company's exhibition hall, listened to the introduction of Chairman Jiang Xiaomeng's enterprise situation, and discussed and exchanged views with the company's management team on the current difficulties faced by the party committee and government. At the symposium, Jiang Xiaomeng introduced the company's situation from eight aspects including historical evolution, organizational structure, industrial layout, current operating conditions, corporate governance, technological innovation, corporate culture construction, and future development ideas. In recent years, under the guidance of the policy of "cooperative innovation to strengthen the main business, standardize science and seek development", Jianfeng has accelerated the transformation and upgrading of enterprises and technological innovation, scientific layout and orderly expansion, achieved steady development, and created good benefits, which has been unanimously praised by Chen long and other leaders. Jiang Xiaomeng also expressed his views and suggestions on how to realize the effective connection between intelligent manufacturing and traditional manufacturing, and how to further stimulate the enthusiasm of enterprises to invest in innovative product research and development, and exchanged views with visiting leaders of relevant departments. Vice Mayor Zhang Xinyu said in the exchange that Jianfeng is Jinhua's leading enterprise, and its development momentum and brand image are very good, and it also has strong strength. He hopes to further give full play to the advantages of listed companies in the future. to play a greater role in promoting the industrial integration of Jinhua enterprises, speeding up the cultivation of small and medium-sized enterprises, and strengthening the headquarters economy, the government will also increase support for advantageous enterprises such as Jianfeng, for the further development of enterprises to create conditions, do a good job of service. In his research speech, Secretary Chen long pointed out that the municipal party committee fully affirmed the efforts and contributions made by Jianfeng Group to Jinhua's economic development over the years; the municipal party committee and municipal government will certainly attach great importance to the opinions and suggestions put forward by enterprises, seriously study them, and do their best to solve them. Chen Long put forward several hopes for the future development of Jianfeng: strengthen confidence in development, take advantage of the situation, actively adapt to the new requirements of high-quality development, keep your feet on the ground, stick to industry, and contribute an important force to the sustainable development of Jinhua's economy and society; adhere to the leadership of science and technology and innovative development, give full play to the leading role of industry leaders, and take the lead in uniting upstream and downstream, industry-university-research forces to jointly promote Jinhua manufacturing from factor-driven to innovation-driven; adhere to digital empowerment and intelligent development, carry out in-depth digital and intelligent transformation of the whole chain, promote the integrated development of the new generation of information technology and existing industries, and constantly enhance the core competitiveness of enterprises; adhere to low-carbon cycle and green development, further reduce the energy consumption level per unit added value, and lead the demonstration for Jinhua green manufacturing development. In response to Secretary Chen Long's request, Chairman Jiang Xiaomeng said that the development of Jianfeng cannot be separated from the strong support of Jinhua Party committees and governments at all levels. In recent years, while increasing external development, it is also actively looking for opportunities for further development in Jinhua. "Jianfeng is Jinhua's enterprise, and it is our obligation to contribute to Jinhua". (this newspaper reporter)
2021
04-01
2021 is the 100 anniversary of the founding of the Communist Party of China. The Central Committee of the Communist Party of China has decided to carry out party history study and education in the whole party to encourage the whole party not to forget its original intention and keep its mission in mind. On March 17, the group company held a party committee to convey and implement the relevant spirit of the central and higher party committees, and put forward requirements for the study and education of party history. At the Party History Learning and Education Mobilization Conference held in Beijing on February 20, Xi Jinping, General Secretary of the Central Committee of the Communist Party of China, President of the State, and Chairman of the Central Military Commission, emphasized in his speech that the development of party history learning and education throughout the party is based on the party's century history. A new starting point, a major decision made to coordinate the overall strategy of the great rejuvenation of the Chinese nation and the world's unprecedented changes in a century, and to mobilize the whole party to devote confidence to fully building a modern socialist country. All comrades in the party must learn history, increase credibility, learn history, respect morality, learn history, learn history, learn party history, understand ideas, do practical things, open a new situation, and strive to start a new journey of building a modern socialist country in an all-round way with a high-spirited attitude. Greet the 100 anniversary of the founding of the party with outstanding achievements. After that, Zhejiang Province and Jinhua City successively held mobilization and deployment meetings on party history study and education, and put forward requirements for the implementation of this important work. At the party committee of the group company held on the 17th, Jiang Xiaomeng, secretary of the party committee of the group, conveyed the spirit of the central party history learning and education mobilization meeting and the speech made by Chen long, secretary of the Jinhua municipal party committee, at the municipal party history learning and education mobilization meeting. and together with all party committee members, group executives learned the special learning materials of "learning party history, knowing the party situation, and being a qualified party member. Jiang Xiaomeng pointed out that carrying out the study and education of party history is based on the new starting point of the party's century-old history of the Party Central Committee with Comrade Xi Jinping as the core, coordinating the overall strategic situation of the great rejuvenation of the Chinese nation and the great changes unseen in the world in a century, and mobilizing the whole party and the whole country to devote themselves to building a modern socialist country with confidence. Party organizations at all levels of the company must deeply understand and grasp the special significance of carrying out party history study and education, and resolutely implement it in accordance with the deployment requirements of the central, provincial and municipal party committees. According to the key points and work requirements of party history learning and education proposed by the central government, and in combination with the actual situation of the company, the group party committee decided to further strengthen the publicity of party history knowledge, organize all party members to strengthen relevant knowledge learning, and visit and study in the red education base. Organize a special lecture on party history education, and all grassroots party committees and branch secretaries should take the lead in giving party history lessons; use the "Peak News" as the carrier to carry out party history knowledge propaganda, organize the essay solicitation activity of "learning party history and welcoming a hundred years"; Organize and carry out the knowledge contest of party history for party members. The party committee of the group requires that the main responsible comrades of the company's party organizations at all levels should lead by example, set an example, and play a good role in leading learning and promoting learning; it is necessary to innovate methods and methods, and flexibly use various learning platform carriers to make party history learning and education more appealing and effective, To promote the study and education of party history to go deep into the masses, the grassroots, and the hearts of the people. (this newspaper reporter)
2021
03-22
Qiandongnan Prefecture Federation of Trade Unions "Send Warmth"
On the morning of February 25, Liang Ya, Secretary of the Party group of the Federation of trade unions of Qiandongnan Prefecture, and Yuan Shangkai, director of the Bureau of industry and information technology of Qiandongnan Prefecture, went to Huangping Jianfeng cement company to express their sympathy to the employees who stick to their posts during the Spring Festival. In the peak of Huang Ping, Liang Ya and his party had a discussion with employee representatives to understand the working and living conditions of employees. Qian Jiang, secretary of the party branch of Huang Ping Jianfeng and chairman of the trade union, briefly reported on the recent production and operation of the enterprise, the main work and achievements of the trade union organization since its establishment more than half a year ago, and said that Huang Ping Jianfeng trade union will continue to make efforts to continuously improve the capacity building of trade union staff, be a good "mother's family" of employees, earnestly safeguard the rights and interests of employees, and constantly improve their sense of satisfaction and happiness. On behalf of the State Federation of Trade Unions, Secretary Liang Ya fully affirmed the trade union work of the enterprise. She pointed out that as a key project of poverty alleviation through cooperation between the east and the west, Huangping Jianfeng must give full play to the important responsibility of trade union organizations to care for employees while doing a good job in production and operation, do more practical work for employees, solve problems, and build Huangping Jianfeng into a industry. The benchmark for poverty alleviation contributes to the promotion of Huangping's economic development. After the symposium, Liang Ya, Yuan Shangkai and other leaders distributed condolences to the representatives of the participating employees one by one, and expressed condolences to the employees of Huang Ping Jianfeng who stuck to the front line during the Spring Festival. (Pan Yi)
2021
03-12
On March 1, Wan Ding, Mayor of Daye City, Hubei Province, Jiang Longping, Deputy Secretary of the Municipal Party Committee and Secretary of the Political and Legal Committee, Cheng Wei, Minister of the United Front Work Department and Chairman of the Federation of Trade Unions, and the heads of relevant functional departments made a special visit to the peak to further strengthen cooperation, Promote development and communicate with the leaders of the group company. Group Chairman Jiang Xiaomeng, General Manager Yu Jianhong, Deputy General Manager Zhang Fengliang, Xiang Chongping and other leaders received Wanding and his party. On behalf of the peak, Jiang Xiaomeng welcomed the visit of the leaders of Daye City and thanked the local government departments at all levels in Daye for their support and affirmation of the peak. During the exchange, Mayor Wanding spoke highly of Daye Jianfeng's contribution to local economic and social development over the years. He said that Jianfeng has always been a benchmark enterprise and a major taxpayer in Daye City, and its achievements are well-known in Daye. On this good basis, he hopes to further strengthen cooperation. The leaders of Baoan Town, where Daye Peak is located, also stated on the spot during the discussion that they will adopt the attitude of "Peak Cement is no small matter", while serving the enterprise well, and at the same time, they will further strengthen the in-depth cooperation between the two parties to find development opportunities around related industries. The two parties also discussed topics such as strengthening industrial integration in building materials-related fields, further extending the upstream and downstream of the industrial chain, and coordinated green development. (this newspaper reporter)
2021
03-12
On January 16, the "2021 China Enterprise Credit Development Forum and the 12th Integrity Public Welfare Ceremony" sponsored by the China Enterprise Reform and Development Research Association and the China Cooperative Trade Enterprises Association was held in Beijing to release the 2020 China Enterprise Credit Top 500 Series of lists. Jianfeng Group ranks 358 and 355 respectively in the top 500 credit lists of Chinese enterprises and the top 500 credit lists of Chinese listed companies. It is understood that the evaluation and analysis of the top 500 Chinese corporate credit is not based on the company's operating income, profit or the value of a single indicator, but focuses on the trend research of corporate development, focusing on quantitative evaluation and analysis, and quantitative A multi-dimensional evaluation method that combines qualitative and qualitative, and adopts dynamic empowerment according to the different characteristics of different industries, is a comprehensive reflection of the company's operating status and operating capabilities, it is also an objective manifestation of the creditworthiness of the enterprise. In the analysis and research, it refers to the international rules, simulates the enterprise credit evaluation system, adopts dynamic empowerment according to the characteristics of different industries, and establishes the corresponding evaluation mathematical model to make it more scientific, objective, fair and fair. The analytical research and evaluation methods and models have three first-level evaluation elements, with "credit environment" having a weight of 14%, "credit capacity" having a weight of 72%, and "credit behavior" having a weight of 14%. Among them, "credit environment" includes economic environment, industry environment, market environment, policy and legal environment 4 secondary indicators 6 sub-elements, using a combination of quantitative and qualitative analysis of the evaluation method; "credit capacity" includes profitability, liquidity, security and growth 4 secondary indicators 11 sub-elements and 1 reference element, using quantitative analysis and evaluation methods, is the core index in the evaluation system; "Credit behavior" includes three sub-elements of three secondary indicators: social contribution, quality and safety, and social impact, and adopts a combination of quantitative and qualitative analysis. The credit evaluation and analysis of Chinese enterprises is a project supported by the China Social Science Fund. It has been carried out since 2011. Based on the analysis and research results, it has produced the top 500 Chinese enterprise credit, the top 100 Chinese manufacturing enterprise credit, and the top 100 Chinese service enterprise credit. China's top private enterprise credit 100, China's top 500 listed company credit list. According to the above scoring principles, in the list of China's top 500 credit enterprises, peak's comprehensive credit score is 92.988, ranking 358, and ranking 15th among cement enterprises on the list; at the same time, it ranks 355 among the top 500 credit companies of Chinese listed companies released in the same period. (this newspaper reporter)
2021
03-01