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
On December 30, the group company held a special study meeting. Members of the group's party committee and management team concentrated on learning the spirit of the central economic work conference and the Zhejiang provincial party committee economic work conference. From December 16 to 18, the annual Central Economic Work Conference was held in Beijing, which made it clear that in 2021, "we should continue to implement a proactive fiscal policy and a prudent monetary policy, maintain the necessary support for economic recovery, be more accurate and effective in policy operation, do not make sharp turns, and grasp the effectiveness of the policy. It is necessary to make good use of the precious time window, concentrate on promoting reform and innovation, and take high-quality development as the general tone of the 14th five-year Plan. It is proposed to strengthen the national strategic scientific and technological strength, enhance the independent and controllable ability of the industrial chain supply chain, adhere to the strategic basis of expanding domestic demand, and comprehensively promote reform and opening up. On the 25th, the Zhejiang Provincial Party Committee Economic Work Conference was held in Hangzhou to make specific arrangements for the economic development of Zhejiang Province in 2021. At the study meeting, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, together with the leaders attending the meeting, analyzed and studied the key issues raised at the economic work conference of the central and Zhejiang provincial party committees one by one. In his study and discussion, Jiang Xiaomeng stressed that the current neo-coronary pneumonia epidemic is still spreading around the world, the world economy is in a deep recession, the risk of strong stimulus policies in developed countries has spilled over, the global industrial chain supply chain cycle has been blocked, and international trade and investment have shrunk; major strategic achievements have been made in the prevention and control of the domestic epidemic, and the economy has recovered steadily, but there is still greater uncertainty of instability. China has turned to the stage of high-quality development, the economy has been improving for a long time, the development resilience is strong, and the overall social situation is stable. At the same time, the problem of unbalanced and inadequate development in China is still prominent, the reform task of key links in key areas is still arduous, and the innovation ability is not suitable; at present and in the future, China's development is still in an important period of strategic opportunities, but there are new development and changes in opportunities and challenges, we are accelerating the construction of a new development pattern with the domestic cycle as the main body and the domestic and international double cycle promoting each other. The economic work conference of the Central Committee and the Zhejiang provincial Party committee has set the tone and pointed the way for the future development of enterprises. Party organizations at all levels and enterprise management teams should seriously organize and study, deeply understand the spirit of the conference, correctly understand and judge the future policy direction and industry trend, scientifically plan the work of the new year in combination with the actual work of the enterprise, and promote the better development of the enterprise. (this newspaper reporter)
2021
01-04
A few days ago, Tianjin Jianfeng Flanders Company successfully passed the national high-tech enterprise re-identification review work, and once again joined the ranks of high-tech enterprises after the transformation of the enterprise. The original development orientation of Flanders is pharmaceutical excipients, which belongs to the biomedical industry supported by the state. Its products are mainly aimed at major pharmaceutical factories, with clear product standards and strong technical pertinence, so it has been recognized as a national high-tech enterprise for a long time. Starting from 2019, Flanders has embarked on an industrial transformation in the direction of healthy functional foods. The food industry has a variety of products and serves a wide range of people. Enterprises need to come up with products with unique value in order to be accepted and recognized by the market. The difficulty of identifying high-tech enterprises has also increased accordingly. In order to do a good job in the application evaluation of high-tech enterprises, Flanders, in addition to further combing the achievements of previous technological innovation, has also adjusted and established a high-level R & D team on the basis of establishing postdoctoral workstations in cooperation with Shenyang Pharmaceutical University and Tianjin University of traditional Chinese Medicine, and strengthened technological innovation and intellectual property protection in the direction of new industries. For more than a year, Flanders has successfully transformed, produced and put on the market a number of small molecule functional foods and special dietary products such as Huizhi Gold Drink. In order to further accelerate the pace of development in the health food industry, Flanders has successively joined the Tianjin Health Association, Tianjin Food Safety Association and other food industry organizations; and with the strong support of the Tianjin Association for Science and Technology, it began to prepare for the establishment of the Tianjin Medical and Health Society Health Industry Professional Committee. National high-tech enterprises identified once every three years. The person in charge of Flanders said that the company is currently in a critical period of development and transformation. The identification of high-tech enterprises is not only the recognition of the work of Flanders in the past two years by the competent authorities and the industry, but also will provide assistance to the future development of the company. In the future, Flanders will further increase its scientific research efforts, continue to develop and create new products with high-tech content, and make more contributions to public health. (Liu Hairong)
2020
12-22
On the afternoon of December 2, Sang Weiliang, secretary of the Qiandongnan Prefecture Party Committee of Guizhou Province, Wu Ming, deputy director of the Standing Committee of the State People's Congress, Long Zaichong, deputy secretary-general of the State Party Committee, and the main party and government leaders of Huangping County visited Huangping Jianfeng Cement Co., Ltd. to investigate and investigate, and preach the spirit of the Fifth Plenary Session of the 19th Central Committee of the Party. After visiting and understanding the company's production process, Sang Weiliang said happily: "I am very satisfied with the construction of a modern, clean and standardized cement production line in such a short period of time!" At the peak of Huang Ping, Sang Weiliang conveyed and preached the main contents of the spirit of the Fifth Plenary session of the 19th CPC Central Committee. He pointed out that governments at all levels in Qiandongnan Prefecture should thoroughly study and implement the spirit of the Fifth Plenary session of the 19th CPC Central Committee, earnestly implement the decisions and arrangements of the plenary session, focus on the main line of high-quality development, firmly grasp industrial projects, pay close attention to industrial economy, fully promote high-quality economic and social development, and strive to start a new journey of socialist modernization. We should persist in promoting the "four wheels" of new industrialization, we should pay close attention to the industrial economy, accelerate the transformation and upgrading of industrial industries, improve quality and efficiency, and strive to promote high-quality development and achieve stability and long-term development. During the investigation, Hu Hongwei, general manager of Huang Ping Jianfeng, introduced the basic situation of Jianfeng Group and Huang Ping Jianfeng to the state and county leaders, and focused on the equipment and process advantages of the production line, production process, production process, product quality control indicators, as well as various consumption indicators and emission indicators at the leading level in China. He also reported some problems and difficulties encountered after the formal operation of the enterprise. In view of the deficiencies in road traffic construction in Huangping County, Sang Weiliang asked the transportation department to strengthen communication, report and docking, strive for relevant support, do a solid job in the "14th Five-Year Plan" transportation development plan, further improve the road network connection and improve the transportation system, and provide strong support for the development of advantageous enterprises in Huangping Jianfeng and other regions. Sang Weiliang and his party also conducted in-depth research in the production workshop, checked the operation of the production line, and talked with the line staff. At the end of the investigation, he highly affirmed the construction and production work of Huang Ping Jianfeng for more than a year. The development of enterprises must take the road of sustainable development. It is necessary to ensure product quality and take into account the local ecology in order to develop in a long-term and sustainable manner. Sang Weiliang hopes that the Huangping County Government will do its best to ensure service, firmly establish a sense of service, and actively serve the enterprise. Serve, sincerely solve practical difficulties for the enterprise, create a good business environment, and help the enterprise achieve better development; also hope that Huang Ping Jianfeng will continue to play a pioneering role, jointly promote the high-quality economic and social development of Huangping County. (Pan Yi)
2020
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Beirunning won the "13th Five-Year Chinese Medical Science and Technology Iconic Achievement" Award
From December 8 to 11, under the guidance of China Pharmacists Association, China over the counter drug Association and China Medical Education Association, the "2020 national pharmaceutical economic information conference and rice room annual meeting" sponsored by punctuation information (Group) was held in Guangzhou. During the event, the authoritative professional media of Chinese medicine, "Pharmaceutical Economics", released the list of "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" and awarded the honorary certificate. The peak pharmaceutical product Berunning (Olopatadine Hydrochloride Eye Drops) is among them. Great changes have taken place in China's pharmaceutical industry during the 13th Five-Year Plan period. Drug review reform, consistency evaluation, volume procurement and other heavy policies in-depth promotion, driving the pharmaceutical industry innovation and upgrading. Chinese pharmaceutical leading enterprises take advantage of the trend, devote themselves to the development of new drugs, actively promote international registration, expand the international market, carry out international mergers and acquisitions, in the world life science stage blooming Chinese style. Lin Jianning, director of the Southern Institute of Pharmaceutical Economics of the State Drug Administration, combed the current operation of the pharmaceutical economy in detail and led the delegates to think deeply about the new changes in the pharmaceutical market in 2021. The industry authoritative media "Pharmaceutical Economic News" sponsored by the Southern Institute of Pharmaceutical Economics released the "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" list during the event. The selection of this award aims to explore the scientific and technological achievements of China's pharmaceutical industry during the 13th five-year Plan period from the dimensions of scientific and technological innovation, clinical efficacy, market share and industry influence, so as to help transform pharmaceutical scientific and technological achievements. to help China move from a big pharmaceutical country to a pharmaceutical power. Pinnacle Pharmaceuticals' product, Berunning, is on the list. Berunning is the first eye drops to pass the consistency evaluation in China, and by virtue of its antagonistic histamine H1-receptor, stable mast cell two-way anti-allergy unique efficacy has been widely concerned. Beirunning in the treatment of children with allergic conjunctivitis has good effect, fast curative effect, will not cause significant mast cell degranulation, so the use of more safe, and almost no adverse reactions to the eye tissue, is the current treatment of allergic conjunctivitis an ideal drug. Since its launch in 2019, Berunning has received unanimous recognition and praise from domestic ophthalmologists. (Xu Yuting)
2020
12-22
On December 15, Xing Zhihong, deputy secretary of the Jinhua Municipal CPC Committee and acting mayor, accompanied by Cai Yan, secretary of the Wucheng District CPC Committee, Huang Guojun, and other leaders, visited the company for research, discussed and exchanged views with the company's management team, and put forward hope for the future development of Jianfeng as a leading enterprise in Jinhua City. Jiang Xiaomeng, chairman of the group company, introduced to Xing Zhihong and his party the development strategy, industrial layout, business performance in recent years, scientific and technological innovation, management innovation, as well as the work in charity, poverty alleviation and so on, which was fully affirmed by Xing Zhihong. Xing Zhihong said in the exchange that the peak is Jinhua's landmark enterprise and Jinhua's pride. It is not easy to stick to the industry for many years. Peak has a clear strategic direction and policy, and its good business performance in recent years has fully proved the courage and foresight of the management team. In view of the current situation that the pattern of economic competition at home and abroad is undergoing tremendous changes and the country's increasing requirements for environmental and ecological development, Xing Zhihong hopes that in the future work, Jianfeng will unswervingly follow the path of innovation and development, further increase investment in innovation and research and development, and further promote Green environmental protection production sets an example for Jinhua enterprises. He also hopes that the peak can "lay out the golden industry in the golden area", not only the enterprise itself through technological innovation to achieve high-quality development, but also further lead the upstream and downstream industries, attract potential and competitive enterprises to invest in Jinhua, forming a cluster effect. The municipal party committee and municipal government will also actively study and introduce better support policies to further optimize the business environment, so that enterprises can do a good job in production and operation without distractions, so that Jinhua can form a better industrial ecology. (this newspaper reporter)
2020
12-22