Jianfeng Group Lin2017 -019 (Announcement on Related Party Transactions of Equity Reorganization in Shanya South)
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2017-019
债券简称:13尖峰01 债券代码:122227
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
关于山亚南方股权重组的关联交易公告
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 与同一关联人已经发生的关联交易情况:今年以来,本公司累计向本次交易对方南方尖峰的同一关联人浙江虎鹰水泥有限公司、广西虎鹰水泥有限公司分别收取商标使用费(不含税金额)93.95万元、230.21万元,合计324.16万元。
一、关联交易基本情况
(一)本次股权重组的基本情况
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”)持有浙江金华南方尖峰水泥有限公司(以下简称“南方尖峰”)35%股权,金华南方水泥有限公司(以下简称“金华南方”)持有南方尖峰65%股权;南方尖峰持有杭州山亚南方水泥有限公司(以下简称“山亚南方”)的100%股权。
为了压减企业层级、提高运营效率,拟对山亚南方进行股权重组,将南方尖峰持有的山亚南方100%股权转让给尖峰水泥与金华南方两个股东,尖峰水泥与金华南方按所占南方尖峰的股权比例受让山亚南方股权,其中:尖峰水泥拟出资62,099,765元受让山亚南方的35%股权;金华南方拟出资115,328,135元受让山亚南方的65%股权。
另,尖峰水泥和金华南方还拟对南方尖峰进行减资。
(二)关联关系
本公司董事长蒋晓萌先生兼任南方尖峰、金华南方法定代表人,按照《上海证券交易所股票上市规则》有关规定,南方尖峰、金华南方为本公司关联法人,本次收购股权行为构成关联交易。
(三)本次关联交易金额为62,099,765元,占本公司2016年经审计归属于母公司净资产的2.6%(未超过5%)。根据公司《章程》的规定,本次关联交易需经董事会审议,无需提交股东大会审议。关联董事蒋晓萌先生需回避本议案的表决。本次关联交易事项不构成《上市公司重大资产重组管理办法》规定的重大资产重组。
二、关联方介绍
(一)南方尖峰基本情况
1、名称:浙江金华南方尖峰水泥有限公司
2、企业性质:有限责任公司
3、注册地:浙江省金华市婺城区婺江东路88号
4、主要办公地点:浙江省金华市婺城区婺江东路88号
5、法定代表人:蒋晓萌
6、注册资本:人民币4亿元
7、经营范围:水泥、水泥制品生产、研发及销售(水泥、水泥制品生产的分支机构经营场所设在金华市婺城区竹马乡济台寺金马水泥厂内)。
8、目前的股权结构:
|
股东名称 |
占注册资本的比例(%) |
|
金华南方水泥有限公司 |
65 |
|
浙江尖峰水泥有限公司 |
35 |
9、南方尖峰最近一年的主要财务指标
经具有从事证券、期货业务资格的天职国际会计师事务所审计(天职业字[2017]9406号),截止2016年12月31日,南方尖峰的合并报表总资产为98286.15万元,归属于母公司所有者权益73571.26万元;2016年的营业总收入为59340.55万元,归属于母公司所有者的净利润为5069.00万元。
(二)金华南方基本情况
1、名称:金华南方水泥有限公司
2、企业性质:有限责任公司
3、注册地:浙江省金华市中山路365号12楼
4、主要办公地点:浙江省金华市中山路365号12楼
5、法定代表人:蒋晓萌
6、注册资本:人民币10亿元
7、经营范围:水泥及制品的生产(限子公司及分公司经营)、研发、销售、技术服务。
8、目前的股权结构:
|
股东名称 |
占注册资本的比例(%) |
|
南方水泥有限公司 |
100 |
9、金华南方最近一年的主要财务指标
经具有从事证券、期货业务资格的天职国际会计师事务所审计,截止2016年12月31日,金华南方的总资产为320247.96万元,所有者权益合计123779.31万元;2016年的营业总收入为0万元,净利润为13235.99万元。
三、交易标的基本情况
(一)交易标的
1、名称:杭州山亚南方水泥有限公司
2、企业性质:有限责任公司
3、注册地:杭州富阳区渌渚镇上港码头
4、主要办公地点:杭州富阳区渌渚镇上港码头
5、法定代表人:蒋晓萌
6、注册资本:人民币2亿元
7、成立时间:2002年6月27日
8、经营范围:水泥、水泥熟料、水泥机电设备制造,销售;水泥用石灰岩开采、销售(采矿许可证有效期至2020年10月9日)。
9、目前的股权结构:
|
股东名称 |
占注册资本的比例(%) |
|
浙江金华南方尖峰水泥有限公司 |
100 |
10、山亚南方最近一年又一期的主要财务指标
经具有从事证券、期货业务资格的天职国际会计师事务所审计(天职业字[2017]11774号),截止2016年12月31日,山亚南方的总资产为62415.63万元,所有者权益合计30552.08万元;2016年的营业收入为40393.23万元,净利润为4293.19万元。截止2017年6月30日,山亚南方的总资产为63365.53万元,所有者权益合计28022.76万元;2017年上半年的营业收入为23180.62万元,净利润为1432.58万元。2017年半年度的财务报表未经审计。
11、山亚南方为南方尖峰全资子公司,最近12月无资产评估、增资、减资或改制情况。标的股权的产权清晰,不存在抵押、质押及其他任何限制转让的情况,不涉及诉讼、仲裁事项或查封、冻结等司法措施以及妨碍权属转移的其他情况。
12、山亚南方拥有一条日产5000吨熟料新型干法水泥生产线,目前正常生产,运行良好。
(二)关联交易价格的确定
本次股权转让的交易价以具有证券从业资格的天职国际会计师事务所审计(天职业字[2017]9406号)审计报告所载的南方尖峰对山亚南方的长期股权投资账面价值177,427,900.00元人民币(大写:壹亿柒仟柒佰肆拾贰万柒仟玖佰元整)为准,按尖峰水泥和金华南方所占南方尖峰的股权比例计算。尖峰水泥应付股权转让款为62,099,765.00元,金华南方应付股权转让款115,328,135.00元。
四、关联交易的主要内容和履约安排
(一)交易双方
出让方(甲方):南方尖峰
受让方(乙方):尖峰水泥、金华南方
(二)交易内容
甲方同意将所持山亚南方的100%股权转让给乙方,乙方同意根据约定受让山亚南方的100%股权(其中:尖峰水泥受让35%股权,金华南方受让65%股权)。
(三)转让价格
甲、乙双方经协商后同意,本次标的股权转让的作价方式为固定价格,本次标的股权转让的价格为177,427,900.00元人民币(大写:壹亿柒仟柒佰肆拾贰万柒仟玖佰元整),由尖峰水泥与金华南方根据受让股权比例支付相应的股权转让款,即尖峰水泥支付股权转让款62,099,765.00元,金华南方支付股权转让款115,328,135.00元。
(四)支付方式和期限
甲、乙双方同意,在本次股权转让完成工商变更登记并甲方完成减资后十五个工作日内,乙方以货币方式向甲方支付股权转让价款。
(五)过户等其他安排
1、甲、乙双方应共同协助山亚南方在工商行政管理机关办理标的股权过户、新章程备案等登记事项的变更手续。与本次股权转让相关的税费由金华南方支付。
2、股权转让后,山亚南方的董事会由3名董事组成,其中受让方金华南方推荐2名董事,受让方尖峰水泥推荐1名。
3、受让方金华南方确认本次股权转让符合特殊税务处理(属于税务豁免)事项;若山亚南方、南方尖峰因本次股权转让而产生税费,导致尖峰水泥的股东权益受损,金华南方应向尖峰水泥进行全额补偿。
五、该关联交易的目的以及对上市公司的影响
本公司持有南方尖峰35%的股权,是本公司一项长期股权投资,公司一直按照权益法进行核算。本次股权重组后山亚南方的管理层级上移,以实现压减企业层级、提高运营效率的目的;受让双方按相同的计价依据、以各自所占南方尖峰的股权比例来确定本次受让山亚南方的股权转让比例和金额。
在股权重组完成后,南方尖峰不再持有山亚南方的股权,由本公司的控股子公司尖峰水泥直接持有山亚南方35%的股权,转让前后本公司的整体权益不变,本次关联交易对本公司财务状况和经营成果不会产生重大的影响。
六、该关联交易应当履行的审议程序
根据中国证监会《关于在上市公司建立独立董事制度的指导意见》、公司《章程》的有关规定,公司已在董事会审议该交易前,向公司独立董事报告了本次股权重组的关联交易事宜,公司独立董事认为:该项关联交易实质是为了压减企业层级、提高运营效率。该关联交易事项的相关资料齐全,关联交易价格以具有证券从业资格的天职国际会计师事务所审计(天职业字[2017]9406号)审计报告所载的南方尖峰对山亚南方的长期股权投资账面价值为依据,按尖峰水泥和金华南方各自所占南方尖峰的股权比例计算交易金额,交易的价格公平、合理。交易完成后,受让方的整体权益不变。
以上关联交易没有损害公司及股东的利益,同意将上述议案提交给公司第九届董事会第14次会议审议。
2017年8月2日,本公司召开了九届14次董事会,公司全体九名董事亲自参加了会议,关联董事蒋晓萌先生回避了该议案的表决,符合《公司法》和公司《章程》的有关规定,所做决议合法有效。经审议与表决,董事会以8票同意、0票反对、0票弃权审议通过了《关于山亚南方股权重组的关联交易议案》。
公司独立董事对该项决议发表了独立意见,认为:(1)本次关联交易价格公平、合理,不存在损害公司及股东利益的情况。有利于优化公司长期股权投资的股权结构,缩减持股层级,提高企业运营效率。(2)本次关联交易金额为62,099,765元,未超过公司最近一期经审计净资产绝对值的5%,需提交公司董事会审议,无需提交股东大会审议。该议案经公司第九届董事会第14次会议审议通过,关联董事蒋晓萌回避了表决,审议和表决程序合法有效,符合《公司章程》及其他法律、法规和规范性文件的要求。
董事会审计委员会对该事项发表了审核意见:认为(1)本次关联交易事项的相关资料齐全,公司管理层已与我们进行了全面的沟通。股权交易的价格公平、合理,交易遵循了公开、公正的原则。(2)本次关联交易股权转让实质是为了压减企业层级、提高运营效率而实施的股权重组,尖峰水泥和金华南方向子公司南方尖峰受让其所持的股权,受让双方按相同的计价依据、以所占南方尖峰的股权比例确定股权转让金额。重组完成后,受让方的整体权益不变。(3)本次关联交易严格按照有关法律程序进行,符合相关法律法规及《公司章程》的有关规定,不存在损害公司或股东利益的情形。本委员会同意本次关联交易事项。
七、上网公告附件
(一)独立董事事前认可声明
(二)独立董事的独立意见
(三)董事会审计委员会对关联交易的书面审核意见
(四)财务报表和审计报告
特此公告
浙江尖峰集团股份有限公司
董事会
二〇一七年八月二日
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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