Lin2013 -025 Jianfeng Group Related Transactions
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临 2013-025
浙江尖峰集团股份有限公司 关于收购尖峰水泥股权的关联交易公告
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。
一、关联交易概述 浙江尖峰集团股份有限公司(以下简称“公司”、“本公司”或者“尖峰集
团”)拟以 871 万元的价格收购金华峰联投资有限公司(以下简称“金华峰联”) 持有的浙江尖峰水泥有限公司(以下简称“尖峰水泥”)1.34%的股权。2013 年 8
月 14 日,公司与金华峰联在金华签署了股权转让协议。 因金华峰联是本公司董事控制的企业,根据《股票上市规则》的规定本次交
易构成了上市公司的关联交易。本次关联交易金额为 871 万元,占本公司 2012 年末经审计净资产的 0.57%;对照《上市公司重大资产重组管理办法》的规定, 本次关联交易不构成重大资产重组。至本次关联交易为止,过去 12 个月内上市
公司与同一关联人或与不同关联人之间交易类别相关的关联交易未达到 3000 万 元以上,也未达到占公司最近一期经审计净资产绝对值 5%以上。
本关联交易需经董事会审议,但不需提交股东大会审议。 二、关联方介绍
(一)关联方关系介绍 公司董事杜自弘是金华峰联投资有限公司的控股股东,公司董事蒋晓萌、虞
建红是金华峰联的股东。根据《上海证券交易所股票上市规则》的规定,本次股 权转让构成关联交易,三位关联董事在董事会审议本议案时回避了表决。
(二)关联人基本情况 1、名称:金华峰联投资有限公司
2、企业性质:有限责任公司
3、注册地:金华市八一南街金发广场
4、主要办公地点:金华市八一南街金发广场
5、法定代表人:雷根华
6、注册资本:2000 万元
7、主营业务:实业投资、投资咨询、投资服务
8、关联人最近一年的主要财务指标
截止 2012 年 12 月 31 日,金华峰联的资产总额 5253.86 万元,净资产 3375.36 万元;2012 年的净利润为-168.35 万元。
三、关联交易标的基本情况
(一)交易标的
(1)企业名称:浙江尖峰水泥有限公司
(2)成立时间:1999 年 4 月 13 日
(3)注册地址:金华市婺江东路 88 号
(4)注册资本:17862 万元
(5)企业性质:有限责任公司
(6)法定代表人:徐志毅
(7)主营业务:水泥销售;建筑材料、普通机械、纸制品、装潢材料销售。 石灰石采选销售(仅限办理分支机构)。
(8)主要股东持股比例:本公司持有 93.91%;金华市通济国有投资有限公 司持有 4.75%;金华峰联持有 1.34%。
(9)浙江尖峰水泥有限公司最近一年一期的主要财务数据
截止 2012 年 12 月 31 日尖峰水泥的总资产 92662.15 万元,归属于母公司的
净资产 45204.13 万元;2012 年实现营业收入 57201.99 万元,归属于母公司净
利润 5544.77 万元,扣除非经常性损益后的净利润 5469.09 万元(经天健会计 师事务所审计)。
2013 年 6 月 30 日尖峰水泥的总资产 87760.77 万元,归属于母公司的净资产
48172.44 万元;2013 年上半年实现营业收入 26947.79 万元,归属于母公司的净
利润 2968.31 万元,扣除非经常性损益后的净利润 2838.34 万元(未经审计)。
(10)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。
(二)关联交易价格的确定
1、本次股权转让,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。评估基准日为 2012 年 12 月 31 日。对于经营性资产, 采用市场法进行评估;对非经营性资产,分别采用成本法和市场法进行评估。标 的股权的评估值为 871 万元。截止 2012 年 12 月 31 日尖峰水泥的账面净资产为
45204.13 万元,对应标的股权的账面值为 605.74 万元。
2、本次股权转让以坤元资产评估有限公司出具的《资产评估报告》确定的 评估值为转让价。
四、关联交易的主要内容和履约安排
(一)交易双方 1、甲方:金华峰联
2、乙方:尖峰集团
(二)转让价格 乙方收购标的股权的价格为人民币 871 万元。
(三)支付方式和期限 本次股权转让款分两期支付。
首期转让款,在协议生效 10 天之内,乙方向甲方以现金支付股权转让价款 的 50%,计:人民币 435.5 万元。大写:肆佰叁拾伍万伍仟元整。
第二期转让款,在完成股权的工商变更登记手续后 15 天内再支付剩余 50%
股权转让款,计人民币 435.5 万元,大写:肆佰叁拾伍万伍仟元整。
(四)过户时间安排 相关工商变更登记手续由乙方负责办理,甲方配合。在乙方支付首期股权转
让款后,办理相关工商变更登记手续。 五、本次关联交易的目的及对公司的影响
本次收购的股权是水泥行业的资产,符合公司的发展战略。完成此次收购后, 将增加公司对尖峰水泥的持股比例,有利于进一步优化公司的资产布局。
六、该关联交易应当履行的审议程序
2013 年 8 月 14 日,公司召开了第八届董事会第十二次会议,关联董事蒋晓 萌先生、杜自弘先生、虞建红先生回避了该议案的表决。经审议与表决,董事会 以 6 票同意、0 票反对、0 票弃权审议通过了该议案。
公司三名独立董事对本次关联交易进行了事前审核,并出具了事前认可声
明。三名独立董事表决同意本次关联交易,并发表了独立意见,认为:本次关联 交易价格公允,不存在损害公司及股东利益的情况,符合公司的发展战略和经营 目标,有利于进一步优化公司的资产布局。董事会的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。
七、上网公告附件
(一)经独立董事事前认可的声明
(二)经独立董事签字确认的独立董事意见
(三)评估报告 特此公告
浙江尖峰集团股份有限公司
董事会 二〇一三年八月十六日
More information
Two Cement Enterprises Prosperous Production and Sales in May
With the gradual easing of the new crown epidemic, all over the project has started, Hubei, Yunnan two provinces cement market continued to improve, Daye peak cement company, Yunnan peak cement company two enterprises have recently shown a good momentum of production and sales. In May, the sales volume of Yunnan Jianfeng cement continued to rise. As of the time of publication, the average daily shipment volume reached more than 7400 tons, and the highest daily shipment volume reached more than 8700 tons, and the production capacity was fully released. Over the past few days, Yunnan Peak Packaging System has made great efforts to overcome the impact of narrow distribution sites and many cement varieties to ensure the completion of delivery tasks with good quality and quantity every day. In order to further balance production and sales and create conditions for the homogenization of cement delivered from the factory, Yunnan peak packaging system puts forward work requirements for relevant posts, emphasizes equipment inspection and process inspection during production, strictly implements safety operation procedures, and maintains safe and efficient operation of the system. Due to the impact of the new crown epidemic, Hubei cement market started late, Wuhan market is the hardest hit area, the current project construction is still not fully started, the volume pressure is greater. For this reason, daye peak departments cooperate closely, increase market development efforts, develop new mixing stations, focus on increasing the bulk share of Xianning, Huanggang and Wuhan markets, seize the opportunity of fine weather, and achieve the goal of rapid output. Internally, on the basis of equipment technical renovation and production capacity improvement, the delivery is effectively guaranteed, and the daily delivery capacity can basically be maintained at 10,000 tons. In May, Daye Peak sold more than 300000 tons of cement, an increase of 20% over the same period last year, with an average daily sales volume of more than 9900 tons, the highest in the current period since Daye Peak was put into production.
2020
07-31
The company's "safe production month" activities are about to start
June 2020 is the 19th national "safe production month", the theme of the activity is "eliminating hidden dangers of accidents and building a strong line of defense". A few days ago, the group company issued a notice to arrange the activities related to the organization of "safe production month" and put forward requirements. According to the group's "safe production month" activity plan, different key thematic activities will be held in the four weeks of June. The first week is the "Publicity and Safety Education Week", which focuses on the use of WeChat groups, electronic screens, publicity boards, banners, slogans and other forms for safety publicity, and organizes the study of national safety regulations, company safety system specifications and accident-free factory creation standards, Organize to watch safety warning education films, learn accident cases, etc., and improve employees' safety awareness by creating a safety atmosphere and organizing learning activities. The focus of the activities in the second week is "looking for potential sources of danger around you". Each unit takes departments and teams as units to investigate and analyze the potential risk factors in the process of daily production, maintenance and operation, find out the hazard sources that have not been included in the scope of risk point control, and report to the safety management department of the unit to form a risk assessment report, put forward solutions or suggestions, and supervise the implementation of rectification and timely eliminate potential safety hazards. The third week is the "on-site safety innovation achievements exhibition week", which focuses on the achievements of each unit in on-site safety management and on-site safety facilities in the past year, which are displayed in the form of pictures and texts through beautiful articles and wechat, so as to learn from each other and promote common progress. The fourth week is the "safety training and drill week", and the group company organizes the standardization of safety production and the elimination of hidden dangers.
2020
07-31
Jianfeng Pharmaceuticals ranks among the top 50 creative enterprises in Jinhua
News from our newspaper April 26 is World Intellectual Property Day. Jinhua City released the list of "Top 50 Creative Enterprises" for the first time. Jianfeng Pharmaceutical Company entered the list and ranked second among the enterprises in Jinhua Development Zone. The selection of creative enterprises, the enterprise holds the effective invention patent as the main indicator. Over the years, Jianfeng Pharmaceutical Co., Ltd. has taken "intellectual property rights help enterprise development, and scientific and technological innovation creates a century-old peak" as the company's intellectual property policy. It has actively cooperated with China Pharmaceutical University, Sichuan Institute of Antibiotic Industry, Zhejiang University of Technology, Xiamen University and other units to build a scientific research and innovation platform integrating production, learning and research, and flexibly introduced Academician Wang Guangji and Academician Shan Weiguang with the chief scientist system, according to the direction of enterprise development strategy to carry out scientific research work, and achieved fruitful results. In 2019, Spike Pharmaceuticals applied for 2 invention patents and obtained 5 patent authorizations, including 1 invention. By the end of 2019, Spike Pharmaceuticals had obtained a total of 37 patents (including 2 PCT patents), of which 28 were inventions. In recent years, in order to better integrate with the international market, Jianfeng Pharmaceutical has made a complete patent layout for the new drug DPT under development, and has applied for patent protection in multiple countries through the PCT application channel for core patents, and finally in the high-level United States. And Japan was authorized to lay a solid foundation for the product to enter these two overseas high-end markets. At the same time, around the core patent, applied for the preparation, crystal type patent and obtained the invention patent authorization 5. In addition, pharmaceutical companies have also developed patents for other varieties under research.
2020
07-31
Jianfeng Pharmaceuticals ranks among the top 50 creative enterprises in Jinhua
News from our newspaper April 26 is World Intellectual Property Day. Jinhua City released the list of "Top 50 Creative Enterprises" for the first time. Jianfeng Pharmaceutical Company entered the list and ranked second among the enterprises in Jinhua Development Zone. The selection of creative enterprises, the enterprise holds the effective invention patent as the main indicator. Over the years, Jianfeng Pharmaceutical Co., Ltd. has taken "intellectual property rights help enterprise development, and scientific and technological innovation creates a century-old peak" as the company's intellectual property policy. It has actively cooperated with China Pharmaceutical University, Sichuan Institute of Antibiotic Industry, Zhejiang University of Technology, Xiamen University and other units to build a scientific research and innovation platform integrating production, learning and research, and flexibly introduced Academician Wang Guangji and Academician Shan Weiguang with the chief scientist system, according to the direction of enterprise development strategy to carry out scientific research work, and achieved fruitful results. In 2019, Spike Pharmaceuticals applied for 2 invention patents and obtained 5 patent authorizations, including 1 invention. By the end of 2019, Spike Pharmaceuticals had obtained a total of 37 patents (including 2 PCT patents), of which 28 were inventions. In recent years, in order to better integrate with the international market, Jianfeng Pharmaceutical has made a complete patent layout for the new drug DPT under development, and has applied for patent protection in multiple countries through the PCT application channel for core patents, and finally in the high-level United States. And Japan was authorized to lay a solid foundation for the product to enter these two overseas high-end markets. At the same time, around the core patent, applied for the preparation, crystal type patent and obtained the invention patent authorization 5. In addition, pharmaceutical companies have also developed patents for other varieties under research.
2020
07-30
Jianfeng Pharmaceuticals ranks among the top 50 creative enterprises in Jinhua
News from our newspaper April 26 is World Intellectual Property Day. Jinhua City released the list of "Top 50 Creative Enterprises" for the first time. Jianfeng Pharmaceutical Company entered the list and ranked second among the enterprises in Jinhua Development Zone. The selection of creative enterprises, the enterprise holds the effective invention patent as the main indicator. Over the years, Jianfeng Pharmaceutical Co., Ltd. has taken "intellectual property rights help enterprise development, and scientific and technological innovation creates a century-old peak" as the company's intellectual property policy. It has actively cooperated with China Pharmaceutical University, Sichuan Institute of Antibiotic Industry, Zhejiang University of Technology, Xiamen University and other units to build a scientific research and innovation platform integrating production, learning and research, and flexibly introduced Academician Wang Guangji and Academician Shan Weiguang with the chief scientist system, according to the direction of enterprise development strategy to carry out scientific research work, and achieved fruitful results. In 2019, Spike Pharmaceuticals applied for 2 invention patents and obtained 5 patent authorizations, including 1 invention. By the end of 2019, Spike Pharmaceuticals had obtained a total of 37 patents (including 2 PCT patents), of which 28 were inventions. In recent years, in order to better integrate with the international market, Jianfeng Pharmaceutical has made a complete patent layout for the new drug DPT under development, and has applied for patent protection in multiple countries through the PCT application channel for core patents, and finally in the high-level United States. And Japan was authorized to lay a solid foundation for the product to enter these two overseas high-end markets. At the same time, around the core patent, applied for the preparation, crystal type patent and obtained the invention patent authorization 5. In addition, pharmaceutical companies have also developed patents for other varieties under research.
2020
07-22
On April 24, Jiang Xiaomeng, chairman of the group company, presided over the 14th meeting of the 10th board of directors of the company, and deliberated and passed 14 related reports and motions such as the 2019 annual board of directors report, the 2019 general manager business report and the 2019 annual report. The general manager's report pointed out that 2019 is the first year of the implementation of the group's new five-year strategic development plan (2019-2023) and the new three-year business plan (2019-2021) for each business sector. the management team has carried out various operation and management work in an orderly manner around the general policy of "innovation and reform, integration and promotion, scientific layout and steady development", and has better completed the business objectives set by the board of directors at the beginning of the year. In the whole year, the company achieved a total operating income of 3.548 billion billion yuan, an increase of 5.51 percent over the same period last year; net profit attributable to shareholders was 0.725 billion billion yuan, with earnings per share reaching 2.11 billion yuan, an increase of 23.14 percent over the same period last year, a record high; total assets at the end of the year were 5.475 billion billion yuan, an increase of 11.71 percent over the same period last year; and net assets attributable to shareholders were 3.789 billion billion yuan, an increase of 19.81 percent. During the reporting period, the company's two main businesses have achieved great development, benefiting from the further promotion of supply-side structural reform, the overall operation of the cement industry in 2019 is stable, and the industry benefits are further improved. During the reporting period, the company made new progress in the construction of cement projects, completed the acquisition, capital increase and name change of Guizhou Mingchuan (Guizhou Huangping Jianfeng Cement Co., Ltd.), and continued to invest in the construction of its new dry cement production line with a daily output of 4500 tons of clinker.
2020
07-31