Steel Rebar as very important building material, is mainly used in highways, railways, bridges, utilities, buildings, municipal construction, reinforced concrete structures .
steel rebar is known as hot rolled ribbed bar. The hot rolled steel bars are made up of the lowest yield points of HRB and grade. H, R, B were hot-rolled (Hotrolled), ribbed (Ribbed), steel (Bars) three words in the first letter of the English alphabet. Hot rolled ribbed bar is divided into two levels, HRB335 (old No. 20MnSi), three HRB400 (20MnSiV, 20MnSiNb, old No. 20Mnti), four grade HRB500 three grade.
Steel Rebar Steel Rebar,Stainless Steel Rebar,Deformed Steel Bar,Mild Steel Rebar TIANJIN ZHENXIANG STRIP PROCESSING CO., LTD. , http://www.zhenxiangsteel.com
As of December 31, 2013, the company's actual controllers, shareholders, related parties, purchasers and the company's outstanding commitments are as follows:
First, the commitment of the stock lock
1. China Ordnance Industry Group Corporation (hereinafter referred to as “Weapons Groupâ€), Henan Industrial Group Co., Ltd. (hereinafter referred to as “Yuxi Groupâ€), Shanghai Xunbang Investment Co., Ltd. (hereinafter referred to as “Shanghai Xunbangâ€), Beijing Gold Wanzhong Technology Development Co., Ltd. (hereinafter referred to as "Beijing Jinwanzhong"), Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa, Liang Hao, etc. all promised: "Carrying Zhongnan Diamond Co., Ltd. through Jiangnan Red Arrow Co., Ltd. (now changed to "Zhongnan Diamond" Ltd.", hereinafter referred to as "Zhongnan Diamond") The shares acquired during the 100% equity process are not transferred in any way within 36 months from the date of the new shares issuance and listing (September 11, 2013), including but not It is limited to public transfer through the securities market or through agreement. The above commitments are detailed in the Announcement of Hunan Jiangnan Hongjian Co., Ltd. on the commitments of relevant parties of this major asset restructuring issued by the listed company on September 10, 2013. As of December 31, 2013, the above commitments are in the process of implementation and there is no violation of the above commitments.
2. Nine specific investors who raised non-publicly issued matching funds in 2013 – Beijing Infrastructure Investment Co., Ltd., Shenyin Wanguo Securities Co., Ltd., Jiantou Investment Co., Ltd., ICBC Credit Suisse Fund Management Co., Ltd., Anhui Province Railway Construction Investment Fund Co., Ltd., Anhui Investment Group Holdings Co., Ltd., Tsinghua University Education Foundation, Qingdao Jiahao Investment Enterprise (Limited Partnership), and Anhui State-owned Financial Investment Co., Ltd. all promised: "Lock this allocated shares. Dispose of and promise that the shares will not be transferred within 12 months from the date of listing of the shares."
For the above-mentioned commitments, please refer to the Announcement of the Relevant Commitments of Non-Public Issuance of Stocks of Hunan Province Jiangnan Hongjian Co., Ltd., which issued shares on the purchase of assets and raised matching funds and related transactions, issued by the listed company on December 11, 2013. On December 31, the above commitments were in the process of implementation and there was no violation of the above commitments.
Second, the commitment to avoid horizontal competition
The company’s actual controller, the weapons group and the controlling shareholder, Yuxi Group, promised:
"1. There is no product crossover or overlap between the Company and other companies controlled by the Company and listed companies and Zhongnan Diamonds. There is no substantial horizontal competition between them.
2. In the future, the Company and other companies controlled by the Company intend to engage in or substantially obtain similar business or business opportunities of the listed company, and the assets and businesses formed by such business or business opportunities may constitute potential horizontal competition with the listed company. : The Company will not engage in and strive to encourage other companies controlled by the Company to not engage in the same or similar business as listed companies to avoid direct or indirect competition with the business operations of listed companies. In addition, when the company or other companies controlled by the company may have unfair influence on the listed company in terms of market share, business opportunities and resource allocation, the company voluntarily waives and strives to promote the abandonment and listing of other companies controlled by the company. The company's business competition.
The company undertakes to compensate the listed company for any losses or expenses incurred or incurred by the listed company in violation of any of the terms of this commitment from the date of issuance of this commitment letter. This letter of commitment continues to be valid during the period of legal and valid existence of the listed company and the company as the actual controller (or controlling shareholder) of the listed company. â€
The above commitments are detailed in the “Announcement of Hunan Jiangnan Hongjian Co., Ltd. on the Commitment of Relevant Parties of Major Asset Restructuring†issued by the listed company on September 10, 2013. As of December 31, 2013, the above commitments are in the process of implementation. There was no violation of the above commitments.
Third, the weapons group, Yuxi Group, Shanghai Xunbang, Wang Siqing's commitment to reduce and standardize related transactions
The commitments of the Weapons Group, Yuxi Group, Shanghai Xunbang and Wang Siqing to reduce and standardize related transactions are as follows:
“The Company (or itself) and related transactions between the Company (or the Company) and other companies controlled by the Company (or the Company) and the listed company and its controlled enterprises that cannot be avoided or have reasonable reasons in the future, Other enterprises controlled by the company (or the company) will follow the principles of openness, fairness and impartiality of market transactions, conduct transactions at fair and reasonable market prices, and perform related party transaction decision-making procedures in accordance with relevant laws, regulations and regulatory documents. To fulfill the obligation of information disclosure in accordance with the law. The company (or the person) guarantees that the company (or the company) and other companies controlled by the company (or the company) will not obtain any improper conduct through the connected transactions with the listed company and its controlled enterprises. The interest may cause the listed company and the company it controls to assume any unfair obligations.
If the company violates the above commitments and conducts transactions with the listed company and its controlled enterprises, and causes losses to the listed company and its controlled enterprises, the company (or the person) shall be liable for compensation. â€
The above commitments are detailed in the “Announcement of Hunan Jiangnan Hongjian Co., Ltd. on the Commitment of Relevant Parties of Major Asset Restructuring†issued by the listed company on September 10, 2013. As of December 31, 2013, the above commitments are in the process of implementation. There was no violation of the above commitments.
4. The commitment of the Weapons Group and the Yuxi Group to safeguard the independence of listed companies
The main contents of the Commitment Letter issued by the Weapons Group and the Yuxi Group on maintaining the independence of listed companies are as follows:
"In order to protect the legitimate interests and independence of listed companies and safeguard the legitimate rights and interests of investors, especially small and medium investors, the company is now committed to guarantee the listed company's personnel, assets, finance, after this major asset restructuring is completed. Independence in terms of institutions and business."
The above commitments are detailed in the “Announcement of Hunan Jiangnan Hongjian Co., Ltd. on the Commitment of Relevant Parties of Major Asset Restructuring†issued by the listed company on September 10, 2013. As of December 31, 2013, the above commitments are in the process of implementation. There was no violation of the above commitments.
V. Commodity Group's Commitment to Ordnance Finance Co., Ltd. to Provide Financial Services to Zhongnan Diamonds
The Weapons Group's commitment to provide financial services to Zhongnan Diamonds and its subsidiaries in the case of Ordnance Finance Co., Ltd. (hereinafter referred to as “Army Finance Companyâ€) is as follows:
"1. As a subsidiary of the Ordnance Industry Group, Zhongnan Diamond has the right to decide whether to choose the military finance company to provide Zhongnan Diamonds with deposits, loans, discounts, guarantees, issuance of bills, settlement in the same city, remittances, and entrusted collections. Financial services such as bills for custody; specific service items, transaction amounts, and service fees are determined by Zhongnan Diamond and Ordnance Finance Co., Ltd., and Zhongnan Diamond has full autonomy, choice and decision;
2. The Company guarantees that Zhongnan Diamond can make financial decisions independently and does not interfere with the use of funds of Zhongnan Diamonds. The Company does not directly, indirectly or disguisely request the restructured Zhongnan Diamond and Ordnance Finance Company to conduct deposit and loan financial business in any way. .
The company promises that if the company violates any of the terms of this commitment and causes any loss to the South China Diamond, the company will compensate the losses in full and on time.
The above commitments are detailed in the “Announcement of Hunan Jiangnan Hongjian Co., Ltd. on the Commitment of Relevant Parties of Major Asset Restructuring†issued by the listed company on September 10, 2013. As of December 31, 2013, the above commitments are in the process of implementation. There was no violation of the above commitments. â€
6. The commitment of the listed company's major asset restructuring transaction to the compensation of the profit forecast
According to "Hunan Jiangnan Red Arrow Co., Ltd. and China North Industries Group Corporation, Yuxi Industrial Group Co., Ltd., Shanghai Xunbang Investment Co., Ltd., Beijing Jinwanzhong Technology Development Co., Ltd., Wang Siqing, Yu Guobing, Zhang Kui, Zhang Xiangfa, Liang Hao issued Share Purchase Assets Agreement, all shareholders of Zhongnan Diamond and Jiangnan Red Arrow agreed: in the two consecutive fiscal years of the year of completion of the 100% equity of Zhongnan Diamond in the purchase of Jiangnan Hongjian, if the actual profit of Zhongnan Diamond in the current year (ie After deducting the non-recurring gains and losses, the net profit attributable to the owner of the parent company does not reach the promised profit, the listed company has the right to repurchase and cancel the stock of the listed company held by the counterparty at a total price of 1 yuan for performance compensation. The specific calculation formula for the number of shares to be compensated each year is as follows:
The number of shares compensated each year = (as of the end of the period, the cumulative commitment of net profit - the cumulative actual net profit at the end of the current period) / the total amount of committed profits in each year of the compensation period × the total number of shares subscribed by the counterparty - the number of compensated shares.
The amount of the Zhongnan Diamond Committed Profit during the above compensation period is:
Unit: 10,000 yuan
2013 2014 2015 Total
Zhongnan Diamond Committed Profit 38,699.56 42,068.81 45,679.02 126,447.39
The above commitments are detailed in the “Announcement of Hunan Jiangnan Hongjian Co., Ltd. on the Commitment of Relevant Parties of Major Asset Restructuring†issued by the listed company on September 10, 2013. As of December 31, 2013, the above commitments are in the process of implementation. There was no violation of the above commitments.
7. Yuxi Group’s commitment to the history of South-Central diamonds
Yuxi Group on Zhongnan Diamond and its original shareholder Beijing Regent Investment Co., Ltd. (later renamed Fangcheng Regent Investment Co., Ltd., hereinafter referred to as “Lijing Companyâ€) and its subsidiary company Jiangxi Shentian Carbon Co., Ltd. (hereinafter referred to as “ The relevant matters of the equity holdings in the history of Jiangxi Carbon†are confirmed as follows:
“(1) Nanyang Zhongnan Diamond Co., Ltd. (hereinafter referred to as “Zhongnan Diamondâ€) registered capital of RMB 56.66 million when it was established in January 2004, of which Regent Company invested RMB 10 million and its shareholding ratio was 17.65%. Established on June 16, 2003, the registered capital of the company was 10 million yuan, which was subscribed by more than 1,000 employees of Henan Zhongnan Industry Co., Ltd. (hereinafter referred to as “Zhongnan Industryâ€) and Zhongnan Diamond, but given the shareholders The number of people is too large to meet the requirements of industrial and commercial registration. Therefore, five natural persons, including Liu Jie, Lu Canhua, Li Yushun, Wang Jianwen and Li Weimin, are registered shareholders of the industrial and commercial administration.
In August 2008, Regent transferred its equity interest in Zhongnan Diamond to Zhongnan Industry. During the period from the establishment of Regent Company to the reorganization of the holding of Zhongnan Diamond by Regent, the actual investor of Regent Company transferred the shareholder's equity of Regent Company to other employees due to reasons such as separation, retirement and voluntary investment recovery. As of August 2008, when Regent transferred its shareholding in Zhongnan Diamond, the actual investor of Regent Company was 1,041. After deducting corporate income tax, personal income tax and other related expenses, Regent will transfer the proceeds from the holding of Zhongnan Diamond equity and the remaining assets after liquidation to the enjoyment of the company in accordance with the actual capital contribution of the company. 1,041 actual investors of actual interests, and in December 2008, the cancellation procedures were completed.
(2) Zhang Xingwu subscribed for the capital contribution of Zhongnan Diamond in the amount of RMB 1,528,800 in August 2005. Zhang Xingwu subscribed for 23,520 yuan with his own funds; the other 68 key personnel actually funded and entrusted Zhang Xingwu to hold 1,011,360 yuan to fund; other A total of 23,520 yuan of incentive shares was temporarily advanced by Zhongnan Industry and entrusted by Zhang Xingwu (in the process of actually paying the incentive share subscription, some of the motivated objects did not pay the corresponding subscription funds within the prescribed time limit and were disqualified from the subscription). Wu Dai holding treasury stocks totaled 470,400 yuan. The treasury shares were subscribed by Zhang Xingwu's funds obtained through the borrowing method. The corresponding property rights such as dividend rights and residual property distribution rights were attributed to Zhongnan Diamond before the target was explicitly clarified (Zhang Xingwu should be deducted) The principal and interest of the loan and other necessary expenses).
In August 2008, Zhang Xingwu transferred the capital contribution of Zhongnan Diamond of 1,528,800 yuan to Zhongnan Industry. From the date of Zhang Xingwu's subscription of the above-mentioned capital of 1,528,800 yuan to the date of the transfer of the above-mentioned capital contribution to Zhongnan Industry, the number of actual funders holding Zhang Zhongwu's capital contribution from Zhongnan Diamond has been changed to 71. After receiving the personal income tax, Zhongnan Industry paid Zhang Xingwu the entire equity transfer of the transferred equity. After receiving the above payment, Zhang Xingwu will transfer the proceeds to his personal account according to the actual proportion of the 71 key personnel. In view of the fact that the 470,400-yuan treasury stock of Zhongnan Diamond has not been clearly motivated (originally owned by Zhang Xingwu), the equity and transfer amount corresponding to the treasury stock are enjoyed by Zhongnan Diamond.
(3) Zhang Gefei has accumulated a total of 2.7 million yuan of carbon in Jiangxi through the transfer of equity and capital increase, accounting for 15% of Jiangxi's registered capital of carbon. The above-mentioned 2.7 million yuan held by Zhang Gefei is the incentive share of Jiangxi Carbon for some key employees. It was jointly funded by Zhang Gefei and other 28 employees of Jiangxi Carbon. Zhang Gefei actually invested 504,000 yuan, and the other 28 employees actually invested 2,196,600 yuan. Entrusted Zhang Ge to be held on his behalf. Among the 50 million yuan actually invested by Zhang Ge, there are 54,000 yuan as the treasury stocks of the future motivated backbone employees. Zhang Gefei first subscribed for the shares, and the corresponding shareholder rights were enjoyed and exercised by Zhang Gefei before the target of the incentives. In view of the fact that Jiangxi Carbon did not determine the specific incentive object of the treasury stock when Zhangge non-shareholding was cleaned up, and its corresponding capital contribution was actually paid by Zhang Gefei, Jiangxi Carbon determined the capital contribution of RMB 54,000 to be the contribution of Zhang Gefei himself, and finally Attributable to Zhang Ge is not all.
From the date of the formation of the equity holdings to 28 October 2010, the actual employees of the employees will transfer the equity of Jiangxi Carbon to the day of Zhang Gefei. Except for one client, in August 2010, Jiangxi carbon was 18,000 yuan. In addition to the original capital contribution transferred to a new incentive object, Zhang Gefei’s holding of Jiangxi’s carbon shares on behalf of other clients has not changed.
In October 2010, after Jiangxi Carbon and Zhang Gefei and entrusted Zhang Gefei to negotiate for the 28 actual investors who held the equity of Jiangxi Carbon, Zhang Gefei paid the net asset valuation value and transferred 28 actuals at the price of 1.45 yuan/share. Zhang Gefei paid the entire equity transfer amount to 28 actual funded employees by means of bank transfer.
As of the date of this confirmation, Zhongnan Diamond and its former shareholder Regent Company and its subsidiary Jiangxi Jiangxi have had their shareholdings in the history of carbon. The above matters have not been legally disputed and disputed, and there is no potential. Legal disputes and disputes, this matter will not lead to changes in the current share capital structure of Zhongnan Diamond. In this regard, the company promises that if Zhongnan Diamond and Jiangxi Carbon suffer any losses due to the above-mentioned equity holding, the Company will compensate the losses in full and on time. "The above commitments are detailed in the Announcement of Hunan Jiangnan Red Arrow Co., Ltd. on the commitments of relevant parties in this major asset restructuring" issued by the listed company on September 10, 2013. As of December 31, 2013, the Henan Group did not. There have been violations of the commitments regarding Zhongnan Diamond and its shareholders and subordinate companies in the history of equity holdings.
2. Yuxi Group's Commitment Letter on the History of Zhongnan Diamond Co., Ltd. and Zhengzhou Zhongnan Jiete Superhard Materials Co., Ltd.
When Zhongnan Diamond transferred its registered capital to retained earnings in 2005, there was a miscalculation of capital reserve, statutory reserve fund and statutory public welfare fund, and the capital increase was lower after the capital increase was transferred to the registered capital. The situation of 25% and the use of public welfare funds for the transfer of registered capital does not comply with the provisions of the "Company Law of the People's Republic of China" that were in force at the time.
The book value of land use rights, buildings, machinery and equipment that Zhengzhou Zhongnan Jiete Superhard Materials Co., Ltd. (hereinafter referred to as “Zhengzhou Zhongnanâ€), a wholly-owned subsidiary of Zhongnan Diamond, successively invested in the establishment of the company in 2002 The booked value of the capital reserve formed is determined, and the registered capital is transferred by the capital reserve formed. The above physical assets are not evaluated, and the relevant provisions of the laws and regulations and normative documents valid at that time are not met.
The Yuxi Group made the following commitments regarding the transfer of the retained capital of the above-mentioned Zhongnan Diamonds to the retained capital and Zhengzhou Zhongnan's capital reserve to increase the registered capital:
"After the completion of this reorganization, if Zhongnan Diamond and Zhengzhou Zhongnan are subject to any disputes or dissent by the relevant parties due to the above matters, any losses or violations of laws and regulations shall be given administrative punishment by the competent authorities. The company will provide full compensation for the losses caused by Zhongnan Diamond and Zhengzhou Zhongnan. In the case of Zhongnan Diamond and Zhengzhou Zhongnan, the company will pay the full compensation to Zhongnan Diamond and Zhengzhou Zhongnan in time to ensure the compensation. Zhongnan Diamond and Zhengzhou Zhongnan will not suffer corresponding losses."
The above commitments are detailed in the Announcement of Hunan Jiangnan Hongjian Co., Ltd. on the commitments of relevant parties of this major asset restructuring issued by the listed company on September 10, 2013. As of December 31, 2013, the Henan West Group did not appear. Violation of the commitments regarding matters related to Sino-Southern Diamonds and Zhengzhou Zhongnan History.
Eight, profit distribution commitment
The company's "Future Three Years (2013-2015) Shareholders' Return Plan" promises: "From 2013 to 2015, the company will adhere to the distribution policy based on cash dividends in the case of meeting the cash dividends, and allocate it in cash every year. The profit is not less than 10% of the distributable profit realized in the current year. The accumulated profit distributed in cash in 2013-2015 is not less than 30% of the annual distributable profit realized in the last three years."
The above commitments are detailed in the “Review of the Shareholders' Return Plan for the Next Three Years (2013-2015) of Hunan Jiangnan Hongjian Co., Ltd.†issued by the listed company on February 8, 2013. As of December 31, 2013, the above commitments are underway. In the course of performance, there was no violation of the above commitments.
As of December 31, 2013, the company did not have other actual controllers, shareholders, related parties, acquirers and the company's ongoing commitments, and there is no non-compliance with the China Securities Regulatory Commission's "Listed Companies' Regulatory Guidelines No. 4 - Listed Companies The promises and overdue commitments of the controller, shareholders, related parties, acquirers, and listed companies' commitments and performances.
Jiangnan Red Arrow: Announcement of Company Commitment
According to the China Securities Regulatory Commission, “Guidelines for the Supervision of Listed Companies No. 4 – Actual Controllers, Shareholders, Related Parties, Acquirers and Listed Companies Committed and Performed by Listed Companies†(CSRC Announcement [2013] No. 55) and Hunan Securities Regulatory Bureau Hunan Jiangnan Hongjian (000519) Co., Ltd. (referred to as "Company" or "Listed Company") to the company's notice on furthering the commitment of the listed companies in the jurisdiction to fulfill their work (Xiang Zheng Jian Company Company [2014] No. 3) The actual controller, shareholders, related parties, purchasers and the company's commitments and performance over the years have been self-examined. After self-examination, as of December 31, 2013, the company's actual controllers, shareholders, related parties, purchasers and the company's commitments were performed normally, and no breach of commitments was found.