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
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2020
12-11
Chairman's advice on the "14th Five-Year Plan"
On December 2, the standing Committee of the Jinhua Municipal people's Congress held a forum of deputies to the National people's Congress to listen to the opinions and suggestions of deputies at all levels on the formulation of the 14th five-year Plan of Jinhua City. As a member of the Standing Committee of the Municipal People's Congress, Jiang Xiaomeng, chairman of the group company, participated in the discussion and offered suggestions on how to better promote the innovation and development of enterprises during the "14th Five-Year Plan" period. At the symposium, 12 provincial and municipal people's congress representatives combined their actual work and focused on building a medical center in central and western Zhejiang during the "14th Five-Year Plan" period, promoting the high-quality development of the private economy, upgrading the energy level of the metropolitan area, developing modern agriculture and promoting rural revitalization, Actively put forward opinions and suggestions on optimizing financial services. Chairman Jiang Xiaomeng said in his speech that the "Fourteenth Five-Year Plan and Proposals for 2035" of the Jinhua Municipal Party Committee have put forward practical directions, goals and requirements for the future development of Jinhua in all aspects. It is very comprehensive and exciting. In view of the future talent team construction and the innovation and development of private enterprises in Jinhua City, he put forward three suggestions: to promote the construction of talent highland and lay a solid foundation for building an innovative city. It is hoped that the municipal government will further focus on "how to attract and retain more foreign talents, how to cultivate more local innovative talents, how to realize the transformation and landing of scientific and technological achievements, and how to make scientific and technological innovation make greater contributions to the future development of Jinhua", and implement the measures of recruiting, attracting, using and retaining talents. Improve the information resource platform to provide guidance and help for the transformation and upgrading of enterprises. Jinhua enterprises generally have shortcomings such as small scale, low industrial level, lack of independent brands, product homogeneity, and low added value, coupled with direct financing difficulties, high financing thresholds, short deadlines, small amounts, and rising resource elements. And other factors, resulting in higher operating costs. There are also many enterprises facing difficulties in transformation. They are at a loss as to where and how to turn. It is hoped that during the "14th Five-Year Plan" period, the municipal government will further make full use of the advantages of the resource platform whose information symmetry is much higher than that of enterprises, study and grasp the future industry outlet, guide the development goals of enterprises in the general direction, and set up learning benchmarks; provide for the transformation and upgrading of enterprises Support in many aspects; fully match research and development elements such as scientific research institutes and expert teams with enterprises, and strive to promote the transformation and landing, and better promote the high-quality development of enterprises. Strengthen the integration of subdivided industries and create gold-lettered signboards. It is hoped that the municipal government will further strengthen the planning and integration of subdivided industries, gradually form and give full play to the effect of industrial clusters, further guide enterprises to take the road of brand, scale, efficiency and quality, and the government will issue policies to guide integration. through the joint efforts of enterprises and the government, so as to reverse the long-term situation of many, small, scattered and chaotic industries in the past, form industrial clusters with characteristic advantages, and promote the sound development of the industry. (this newspaper reporter)
2020
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Peak Health Obtain National High-tech Enterprise Recognition
Recently, the national high-tech enterprise certification management network announced the "list of the first batch of high-tech enterprises to be recognized in Zhejiang Province in 2020". Jianfeng health technology company successfully entered the list through the municipal, provincial and national three-level examination, and officially entered the ranks of national high-tech enterprises. The identification of high-tech enterprises is a comprehensive evaluation and identification of the core independent intellectual property rights, the ability to transform scientific and technological achievements, the organization and management level of research and development, growth indicators and talent structure of the enterprise. Since its establishment, Jianfeng Health has been relying on technological innovation and technological progress to promote the development of enterprises, keeping up with the cutting-edge technology of the industry, and constantly improving the value, scientific and technological content and market share of products. As a provincial agricultural science and technology research and development center, Jianfeng Health has a high-quality technical team and advanced equipment, and has long-term cooperation with well-known scientific research institutions across the country. The person in charge of the company said that being recognized as a national high-tech enterprise is the recognition of Jianfeng Health's innovative research and development in biology and new medicine, natural medicine and sustainable utilization of traditional Chinese medicine resources over the years by the competent government departments at all levels. it will further promote the process of independent innovation and independent research and development of the company. In the future, Jianfeng Health will continue to develop high-quality new pharmaceutical products, and continue to promote the sustainable use of drug resources. At the same time, it will pay more attention to independent innovation, protect intellectual property rights, continue to increase R & D investment, cultivate professional talent team, enhance the company's core competitiveness, and enrich the enterprise's innovation and development potential; Further strengthen the company's technological innovation ability and the transformation ability of scientific and technological achievements, and provide strong technical support for the sustained, strive to become the backbone of the development of the industry. (Yang Haolou Yongzeng)
2020
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Peak re-listed China's top 100 building materials enterprises
News from this newspaper China Building Materials Enterprise Management Association recently released the "2020 Top 500 Chinese Building Materials Enterprises List", and Jianfeng Group ranked among the "2020 Top 100 Chinese Building Materials Enterprises". This series of lists has been released every year since 2002, and has received extensive attention and active participation from governments at all levels, building materials authorities and building materials companies, and has become a vane of China's building materials industry. In order to enhance the authority, credibility and influence of information release, the list cooperates with various building materials professional associations and local building materials associations of the China Building Materials Federation system. Data collection is carried out through various channels such as recommendation of local building materials associations and building materials professional associations, enterprise declaration, public information, special investigation, etc. The selection scope includes registration in China (excluding foreign capital in China, wholly-owned and holding enterprises of Hong Kong, Macao and Taiwan), or registered overseas, the investment subject is a Chinese natural or legal person, the main business is in the territory, all engaged in production, service, scientific research, design, commerce, supply, logistics and other building materials enterprises and units of the whole industry chain. Peak since participating in the activities, has been ranked for many years in China's top 100 building materials enterprises. (this newspaper reporter)
2020
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Huang Ping peak officially completed! The company donated education support funds to Huang Ping
According to our newspaper, the early winter in Guizhou was warm and cold, and the Huang ping peak factory area was waving colorful flags. on the morning of November 20, relevant leaders and guests from Zhejiang and Guizhou gathered in gulong town, "the world's first Miao township", to witness the completion and commissioning of the 4500t/d cement clinker production line project of Guizhou Huang ping peak cement company. The Huangping Jianfeng Cement Project is the second project in the southwest of the peak cement plate, and it is also the first east-west poverty alleviation cooperation project of the peak in Guizhou. Since the construction started in the first half of 2019, after 18 months of efforts by all the construction and construction personnel, the project construction and process technical debugging have been fully completed, the production line operation has basically reached the design target, and the "peak" brand bagged and bulk cement has been put on the market in southeast Guizhou and surrounding areas. The completion and commissioning ceremony of Huang Ping peak was presided over by Yu Jianhong, general manager of the group company. Leaders and guests attending the ceremony included relevant leaders of Jinhua Municipal people's Congress and CPPCC, leaders and heads of functional departments in Qiandongnan Prefecture, Huangping County and Gulong Town of Guizhou Province, relevant responsible persons of Zhejiang Branch and Guizhou Branch of Agricultural Bank of China, representatives of directors and supervisors of Jianfeng Group, responsible persons of Guizhou cement Association, Huangping peak project cooperation units and peer enterprises, as well as representatives of agents and end customers. Hu Hongwei, general manager of Huang Ping Jianfeng, introduced the project construction and the overall situation of the enterprise to the leaders and guests. He said that the completion and commissioning is a new beginning for Huangping Peak. In the future, it will further strengthen refined management, strengthen production quality control, safe production, and high-quality services to contribute to the construction of Southeast Guizhou and the well-being of Huangping people. Yang Zhi, head of the people's Government of Huangping County, said in a speech at the ceremony that the Huangping peak cement project is a key investment attraction project in Huangping County. It took only 18 months from the start of construction to the production, creating a "peak speed" and demonstrating the "peak spirit". The completion and commissioning of the project has laid a solid industrial foundation for solving the employment and income increase of the local poor people, expanding the total industrial economy of Huangping, promoting Huangping to win the battle against poverty, and achieving the goal of a comprehensive well-off society. In the future, Huangping County will certainly serve the development of enterprises at a higher level, constantly consolidate and develop "pro-Qing" political and business relations, earnestly safeguard the legitimate rights and interests of enterprises, and take more effective measures to constantly deepen the reform of "management and service". Improve work style, improve service quality, optimize the business environment, and create a good atmosphere of pro-business, safe business, and rich business. Sun Hongwei, a first-level inspector of the Zhejiang Branch of the Agricultural Bank of China, spoke on behalf of the Agricultural Bank and congratulated Huang Ping on the completion and commissioning of the peak. In his speech, Chen Zhishi, deputy director of the Standing Committee of Jinhua Municipal People's Congress, expressed heartfelt congratulations on the successful completion and commissioning of the new dry process cement clinker production line of Guizhou Huangping Jianfeng Cement Company on behalf of the four teams of Jinhua. He said that poverty alleviation cooperation between the east and the west is an important decision-making and deployment of the Party Central Committee and the State Council, and it is also an unshirkable political responsibility. Jianfeng Group's investment in cement projects in Huangping is not only a concrete action in response to the call of the Party Central Committee and the State Council, but also an active choice for enterprises to jump out of Zhejiang for development and break through the bottleneck of resource elements. He hopes that the party committees, governments and functional departments at all levels in Qiandongnan Prefecture and Huangping County will continue to care and support the development of Huangping Jianfeng Company and continue to create a high-quality development environment for the enterprise. It is hoped that Huangping Jianfeng Company will actively lead the high-quality development of Huangping industry, fully promote the development of related industries and the employment of local residents, and contribute to the enhancement of county economic strength. Looking forward to deepening cooperation and exchanges between the two places, give full play to Jinhua's industrial and market advantages and Qiandongnan's ecological and labor advantages, strengthen tourism cooperation, labor cooperation, and industrial cooperation between the two places, and promote cooperation and exchanges between the two places to a deeper level, higher level, and broader field. Jiang Xiaomeng, secretary of the party committee and chairman of the board of directors of the group company, delivered a speech at the ceremony. On behalf of the company, he expressed his heartfelt thanks to the party committees, governments and functional departments at all levels in Zhejiang and Guizhou, the special poverty alleviation fund support of Agricultural Bank of Zhejiang Province, the project cooperation construction units, equipment supply manufacturers, and all cadres and employees of Huangping peak in Guizhou for their hard work. He said that Jianfeng is an old enterprise with a history of 62 years. Huang Ping Jianfeng is the youngest member of the Jianfeng family. He hopes that all cadres and employees of Guizhou Huangping Jianfeng will inherit and carry forward the spirit and culture of Jianfeng, and be scientific and innovative. Pay attention to management and seek standardization; Dare to fight hard, love dedication, and build the enterprise into a green, environmentally friendly and efficient modern enterprise, create a good career development platform for employees, make due contributions to Guizhou's economic development and industry transformation and upgrading, and write a new chapter in the history of peak development. In order to thank Huang Ping's fellows for their support and love, with the approval of the board of directors, the company decided to donate 200000 yuan of education assistance funds to Huang Ping County to support the development of Huang Ping's education. At the completion ceremony, Chairman Jiang Xiaomeng made a donation on behalf of the company, and Lin Ganli, member of the Standing Committee of the Huangping County Party Committee, Minister of the United Front Work Department, and Secretary of the Party Committee of Gulin Town, accepted the donation on behalf of Huangping County. At the end of the ceremony, Huang Jinchao, director of Jinhua Decision-making Advisory Committee, Fu Lichang, former vice chairman of Jinhua CPPCC, Jiang Tinggui, deputy director of Qiandongnan Prefecture People's Congress Standing Committee, Lin Changfu, secretary of Huangping County Party Committee, and Chairman Jiang Xiaomeng jointly pressed the starting ball for the official completion and commissioning of the 4500-ton cement clinker production line project in Huangping, Guizhou. After the ceremony, the leaders and guests visited the Huang Ping peak factory and production line. (this newspaper reporter)
2020
12-01
Jiang Xiaomeng Elected First President of Jinhua High-tech Enterprise Association
News from our newspaper On the afternoon of November 24, the inaugural meeting of Jinhua High-tech Enterprise Association was grandly held in Jinhua Cultural Center. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, was elected as the first president of the association. With the strong support of the Municipal Science and Technology Bureau, Jinhua High-tech Enterprise Association was jointly initiated and established by Jianfeng Group, Jinfei Group, Wanliyang, Kehui Medical, Dawei High-tech, and Peking University Science and Technology Park. Promote the development of our city's high-tech industry, improve the independent innovation capabilities of enterprises, strengthen industry-university-research cooperation with universities and scientific research institutes, and build a bridge between the government and enterprises, provide information, technology, consulting and personnel training services for high-tech enterprises. According to statistics, Jinhua City currently has 990 national high-tech enterprises, and the number is increasing at a rate of about 300 per year, showing a good trend of accelerating cultivation and growth, and is gradually becoming the promotion of Jinhua City's industrial transformation and upgrading and high-quality economic development. Important force. Zhang Xinyu, vice mayor of Jinhua City, pointed out in his speech at the inaugural meeting that high-tech enterprises are the main force of technological innovation and the main engine of high-quality economic development. It is hoped that the association will give full play to its advantages in linkage, build a "heart-to-heart bridge" for government-enterprise communication, be a "vanguard" in scientific and technological innovation, be a "waiter" for enterprise development, and build a "gathering place" for innovative talents. we will constantly stimulate the enthusiasm and creativity of the broad masses of scientific and technological personnel and innovative subjects, and strive to create a new situation for the prosperity and development of Jinhua's high-tech industry. After democratic election by members, Jiang Xiaomeng, chairman of the group company, was elected as the first president of the High-tech Enterprise Association. In his inaugural speech, Jiang Xiaomeng said that in recent years, the state has paid unprecedented attention to scientific and technological innovation, paid unprecedented attention to private economy and entrepreneurs, and high-tech enterprises in Jinhua City have also developed rapidly. In order to better serve the majority of member units and enhance the innovation ability of Jinhua enterprises, the association should focus on three aspects in the future, namely, assisting the government to promote the development of Jinhua's high-tech industry; giving full play to the role of bridge and link between the government and high-tech enterprises; promoting exchanges and cooperation among members, members and scientific research institutes, Make the association truly become the home of high-tech enterprises and the link of communication between government and enterprises, A platform for high-quality services ". (Fonse)
2020
12-01