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
News from our newspaper On December 3, the second Yangtze River Delta G60 Science and Technology Corridor Nine Cities People's Congress Work Exchange Meeting and the People's Congress Representative Enterprise Alliance Founding Meeting was held in Wuzhen, Jiaxing. Jianfeng Group is the first batch of NPC representative enterprise alliance members. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, attended the establishment ceremony of the enterprise alliance and spoke on behalf of Jinhua enterprises. The Yangtze River Delta G60 Nine Cities People's Congress Representative Enterprise Alliance is an exchange platform for nine cities and cities, including Songjiang District, Jiaxing City, Hangzhou City, Jinhua City, Suzhou City, Huzhou City, Xuancheng City, Wuhu City, and Hefei City. Gather superior resources, play a representative role, establish a mutually beneficial, cooperative and win-win development mechanism, and continuously promote information exchange, resource sharing, commercial cooperation, and industrial docking among enterprises in nine cities, actively promote the realization of higher-quality integrated development in the Yangtze River Delta region, and promote the construction of the G60 Science and Technology Corridor in the Yangtze River Delta. Li Weining, deputy secretary of the party group and deputy director of the standing Committee of the Zhejiang Provincial people's Congress, said at the meeting that the establishment of the enterprise alliance will further give full play to the advantages of NPC deputies and entrepreneurs, promote win-win cooperation and innovative development of enterprises in nine cities, and gather strength for taking the initiative to serve the national strategy. At the ceremony, Jiang Xiaomeng and other nine representatives of entrepreneurs pressed the button together to announce the establishment of the alliance. After that, around the theme of the meeting, the participants spoke on strengthening entrepreneurship and innovation, deepening exchanges and cooperation, undertaking social responsibility, and promoting integrated development. In his keynote speech on "Cooperation and Innovation to Strengthen the Main Business, Standardize Science and Seek Development", Jiang Xiaomeng introduced the 62-year development history of the peak; the "two-wheel drive, two-wheel drive, two-wing development, and complementary advantages" mainly cement and medicine, supplemented by health products, trade and logistics, etc. business pattern and the development policy of various industries; in recent years, all-round innovation and improvement in technology, products, management; actively assume social responsibility through donations, poverty alleviation, etc. He said that Jianfeng Group attaches great importance to the opportunity of the integration of the Yangtze River Delta, and has been actively integrating into the Yangtze River Delta economic circle, using the broad platform of the G60 Science and Technology Innovation Corridor to continuously improve the construction of the R & D platform. In the future, Jianfeng will continue to strengthen cooperation and exchanges with enterprises in the region, further make the enterprise stronger and better for a long time, and enhance the resilience and vitality of enterprise development; always bear in mind the original intention and mission, constantly create benefits, seek returns for shareholders, seek well-being for employees, seek development for enterprises, create wealth for society, and strive to become a respected century-old enterprise. (Reporter Chen Shengmu) Representatives of the Nine City Entrepreneurs People's Congress who participated in the ceremony jointly pressed the alliance establishment button
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
12-11
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
12-11
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
12-11
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