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
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