Announcement on the progress of foreign investment of subsidiaries
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 公告编号:2019-024
债券简称:13尖峰02 债券代码:122344
浙江尖峰集团股份有限公司
关于子公司对外投资进展的公告
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。
重要内容提示:
l 内容概要:2019年6月25日本公司控股子公司浙江尖峰药业有限公司(以下简称:尖峰药业)与桂林商源植物制品有限公司(以下简称:桂林商源)、北京慧宝源企业管理有限公司(以下简称:北慧管理)、北京慧宝源生物技术股份有限公司(以下简称:北慧生物)签订了《协议书》,决定终止尖峰药业对北慧生物的后期投资。
l 桂林商源、北慧管理将根据《业绩承诺补偿协议》的约定向尖峰药业支付2018年度的业绩补偿款人民币1115.76万元,并于本协议签署后一年内付清。
l 截止本公告日,尖峰药业持有北慧生物的股权为21,867,169股,持股比例为21.87%。
一、对外投资概述
2017年2月28日,本公司召开了九届10次董事会,通过了《关于子公司对外投资的议案》、《关于对董事长授权的议案》。同日,本公司控股子公司尖峰药业与桂林商源、北慧管理、北慧生物签订了《关于北京慧宝源生物技术股份有限公司之增资和股权转让协议》(以下简称:《增资和转股协议》)、《业绩承诺补偿协议》,约定在满足各期投资的前提条件下,尖峰药业拟以增资和股权转让的方式,分期逐步对北慧生物进行投资。北慧管理与桂林商源同意就北慧生物一定期间内的业绩作出承诺,在北慧生物实际业绩不足时向尖峰药业进行补偿。董事会授权公司董事长组织实施该项投资,全权办理与该项投资有关的全部事宜,具体内容包括但不限于:为了实施该投资项目而代表公司(包括尖峰药业)签订合同、协议等相关文件,当发生《协议》中约定的异常情况后,决定是否进行后期投资;决定第三、四期的投资价格;以及决定《协议》中约定的其他后期需公司进行决策的事宜。详见2017年3月1日公司刊登在指定信息披露媒体《上海证券报》、《中国证券报》和上海证券交易所网站(www.sse.com.cn)中的公告——临2017-003《关于子公司对外投资的公告》。
2017年4月,尖峰药业完成了第一期8000万元的投资,北慧生物的注册资本由8000万元增加到10000万元,其中:尖峰药业占20%股权。
2018年12月,因北慧生物未能完成“2017年度实现盈亏平衡”业绩承诺,北慧管理根据《业绩承诺补偿协议》的约定,以最近一期尖峰药业向北慧生物增资的价格(4元/股)向尖峰药业出让其所持有的北慧生物1,867,169股股份,并以所得的746.87万元股权转让款向尖峰药业进行补偿。尖峰药业持有北慧生物的股权增加到21,867,169股,持股比例为21.87%。详见2018年12月27日公司刊登在指定信息披露媒体《上海证券报》、《中国证券报》和上海证券交易所网站 (www.sse.com.cn)中的公告——临2018-034《关于子公司对外投资收到业绩补偿的公告》。
二、标的公司的基本情况
(一)基本情况
1、企业名称:北京慧宝源生物技术股份有限公司
2、企业性质:其他股份有限公司(非上市)
3、成立日期:
4、公司地址:北京市昌平区回龙观镇生命园路20号院7号楼4层402室(昌平示范园)
5、法定代表人:周詹姆斯
6、注册资本:10000万元
7、经营范围:技术推广、技术转让、技术咨询、技术服务;医学研究与试验发展;技术进出口、货物进出口;销售日用品、电子产品;销售食品。(企业依法自主选择经营项目,开展经营活动;依法须经批准的项目,经相关部门批准后依批准的内容开展经营活动;不得从事本市产业政策禁止和限制类项目的经营活动。)
8、主要股东
|
序号 |
股东名称 |
持股数量(万股) |
出资比例(%) |
|
1 |
桂林商源 |
5747.23 |
57.47 |
|
2 |
尖峰药业 |
2186.72 |
21.87 |
|
3 |
北慧管理 |
813.28 |
8.13 |
|
4 |
其他股东 |
1252.77 |
12.53 |
(二)根据具有证券、期货从业资格的中审华会计师事务所(特殊普通合伙)出具的CAC审字【2018】0936号《北京慧宝源生物技术股份有限公司审计报告》,截至2017年末,北慧生物的资产总额44,842.41万元、负债总额23,472.28万元、归属于母公司股东权益15,464.53万元;2017年度的营业收入3,665.36万元、归属于母公司所有者净利润-3,734.34万元。
根据具有证券、期货从业资格的大华会计师事务所(特殊普通合伙)出具的大华审字【2019】006869号《北京慧宝源生物技术股份有限公司审计报告》,截至2018年末,北慧生物的资产总额45,127.99万元、负债总额22,399.28万元、归属于母公司股东权益17,702.42万元;2018年度的营业收入3,461.65万元、归属于母公司所有者净利润-3,643.56万元。
三、终止后期投资的情况
近年,本公司在水泥项目建设、医药技改、新药研发等方面投入较大,且后续还需投入更多资金,北慧生物未能完成设定的2017年、2018年利润目标,在综合考虑各项因素的基础上,在董事会授权范围内,经公司与协议对方友好协商,各方同意根据《增资和转股协议》第二条“投资的前提条件”的相关约定,终止《增资和转股协议》中约定的尖峰药业后期投资。
2019年6月25日,尖峰药业(“甲方”或“投资方”)与桂林商源、北慧管理(合称为“乙方”或“控股股东”)、北慧生物(“丙方”或“标的公司”)签订了《协议书》,协议的主要内容有:
(一)终止后期投资
1.1各方同意,投资方不再依据《增资和转股协议》进行后续任一期投资。增资和转股协议中有关第二期投资(包括第二期增资及股权转让)、第三期投资及第四期投资(合称“后期投资”)的约定于本协议签署之日起自动失效,对各方不再具有任何法律约束力。
1.2各方确认,《增资和转股协议》项下有关后期投资的各方权利和义务自本协议签订之日起均已无条件、不可撤销地解除,各方之间不再享有和承担基于《增资和转股协议》项下有关后期投资的约定而产生的任何权利、义务和责任。
1.3 各方同意并承诺就后期投资的终止,任何一方无需向其他各方支付任何赔偿或补偿。
1.4 各方确认,截至本协议签署日,各方均已全面、适当、及时地履行了其于《增资和转股协议》项下的义务及约定,各方一致同意放弃在《增资和转股协议》项下对其他方的任何追索权以及求偿权,并确保不会基于《增资和转股协议》向其他方提起诉讼、仲裁或提出权利主张、其他任何性质的要求。
1.5标的公司现有董事会成员为五人,其中甲方提名两名;各方同意,在乙方向甲方付清2018年度补偿款或标的公司和/或控股股东以增资、股份转让的方式引进新投资者并与新投资者签署投资协议或类似文件时(以较早发生者为准),甲方提名的董事名额调整为一人。有关董事调整的决策机制和职权,按照现行有效的公司章程的规定执行。
More information
Shanghai North Carolina passed the "Little Giant" annual acceptance
Recently, Shanghai Beika Pharmaceutical Technology Co., Ltd., a new member of Jianfeng Pharmaceutical Co., Ltd., successfully passed the annual acceptance of Shanghai science and technology "little giant" cultivation enterprise. In order to promote the independent innovation of enterprises, improve the core competitiveness of enterprises, enhance the competitive advantage of enterprises in domestic and foreign industries, and speed up the construction of scientific and technological innovation, Shanghai North Carolina applied for the Shanghai "Science and Technology Innovation Action Plan" science and technology "little giant" cultivation project in 2016 and was approved, becoming a member of 87 "little giant" cultivation enterprises in Shanghai in that year, with a project implementation period of 2 years. During the period of the Little Giant Cultivation Project, North Carolina completed the re-identification of Shanghai high-tech enterprises and the identification of Songjiang District Enterprise Technology Center. Songjiang District Enterprise Technology Center was evaluated as excellent, passed the certification of Shanghai Academician Expert Workstation, and passed the acceptance of Shanghai Patent Work Pilot Enterprises. A total of 4 invention patents were authorized, 12 invention patents were applied, 2 registered trademarks were applied, and 4 enterprise standards were formulated, there are 22 product testing reports. In 2017, Songjiang District's industry-university-research innovation project was approved and the project target was completed. Tinib drugs and their intermediates in non-small cell lung cancer (NSCLC) are the dominant varieties in North Carolina. In order to improve the existing tinib product line and consolidate the economic benefits and market share of this kind of products, North Carolina has not only conducted research and development on the latest generation of precision medical special-effect drugs such as cabozantinib (Cabozantinib) and ceritinib (Ceritinib), but also focused on the development of drug intermediates for tinib stars, which are hot spots in the pre-clinical research and development of generic drugs.
2020
07-31
The company held the 2017 Board of Directors and the Board of Supervisors
On April 20, Jiang Xiaomeng, chairman of the group company, presided over the 3rd meeting of the 10th board of directors of the company, and deliberated and passed 15 proposals and reports including the 2017 work report of the board of directors and the 2017 work report of the general manager. The general manager's report pointed out that in 2017, the company focused on the general work policy of "grasping trends, precise development, strengthening standards, improving quality, improving management, and enhancing efficiency", grasping the opportunities brought by economic structure optimization and industrial upgrading, and accelerating innovation Development, in-depth management integration, continuous improvement of management level, improvement of enterprise operation efficiency, strengthening of marketing expansion, and steady promotion of product sales growth, remarkable results have been achieved in technological innovation and technological transformation, the financial structure has been continuously improved, and the core competitiveness of enterprises has been further strengthened. The company achieved operating income of 2.827 billion yuan for the whole year, an increase of 18.81 percent over the same period last year, and realized net profit attributable to owners of the parent company of 348.4943 million yuan, an increase of 22.18 percent over the same period last year, another record high, with earnings per share of 1.01 yuan, achieving the best operating performance in the peak 60-year development process. Total assets at the end of the year were 4.176 billion yuan, an increase of 4.53 percent over the same period last year. In 2017, with the in-depth implementation of the national "One Belt One Road" initiative, cement off-peak production has been comprehensively promoted, industry environmental protection supervision has been further improved, energy conservation and consumption reduction supervision has become stricter, mergers and acquisitions have deepened, industry self-discipline awareness has continued to increase, and the cement industry supply-side structural reform has started.
2020
07-31
The peak represents the two sessions of Jinhua
From March 30 to April 3, March 31 to April 4, the second session of the seventh session of the Jinhua CPPCC and the third session of the seventh session of the Jinhua Municipal people's Congress were held successively. Three deputies to the National People's Congress and members of the CPPCC attended the meeting and actively offered suggestions and suggestions for the future development of Jinhua. Among the three performance suggestions put forward by Jiang Xiaomeng, chairman of the group company, two are about the real economy. He said that the development of the real economy in Jinhua City has encountered many bottlenecks in recent years. On the one hand, the operating costs of real enterprises have increased year by year and the profits have decreased, which has affected the development confidence and investment enthusiasm of entrepreneurs; on the other hand, the current new economic concepts are emerging one after another, and social capital is emerging. The loss of reality has caused a greater impact on the real economy. To this end, Jiang Xiaomeng suggested starting from five aspects to help Jinhua's real economy get rid of its predicament, that is, to create a good environment for investment and enterprises to enter households, such as competitive land elements, supporting public environmental protection facilities, and reasonable supporting industries. Development policies, abundant labor resources, etc.; the government conducts in-depth research on land, factories, taxes, subsidies, incentives, etc, further introduce various preferential policies and measures that are attractive and can stimulate the economic vitality of real enterprises; the combination of government investment promotion and "business investment promotion", and introduce corresponding guidance and incentive policies, through the introduction of business in gold enterprises, it is more convincing and easier to succeed; pay attention to helping existing local industrial enterprises and enhance their enthusiasm; vigorously promote outstanding business operators and entrepreneurs, and create a good atmosphere of respect for entrepreneurs, to boost the enthusiasm of the majority of entrepreneurs to invest in the construction of return home. About Small and Micro Enterprises
2020
07-31
Determination of "60th Anniversary of Entrepreneurship" Series of Activities
In 1958, the first batch of peak people started from scratch and began to build the first cement plant in Jinhua at the foot of peak mountain. Today, 60 years later, the small cement plant has developed into a cross industry and cross regional listed company. In order to commemorate the 60th anniversary of Jianfeng's entrepreneurship, the company decided to organize a series of activities. The activity plan has been basically determined by the group company's office meeting, and an activity leading group led by Jiang Xiaomeng, chairman of the group company, has been established. The group office meeting discussed and decided that the commemorative activities are based on the principles of grand, simple and meaningful. While enlivening the company's cultural atmosphere, concentrating efforts, and enhancing the friendship and exchange of all employees, it also inherits and carries forward the essence of corporate culture accumulated over a long period of time. In order to carry out the activity smoothly, the company decided to set up a leading group for the celebration of the 60th anniversary of entrepreneurship, with Jiang Xiaomeng, chairman of the group company, as the group leader and Yu Jianhong, general manager of the group company, as the deputy group leader. The group members include Huang Jinlong, Zhang Fengliang, Xiang Chongping, Chen Tianci, Zhu Jianwei, Lan Xiaolong and Qin Xuping. There is a celebration working group. The series of commemorative activities mainly include media publicity with the theme of "publicizing peak achievements and establishing peak image"; carrying out manuscripts, calligraphy, painting, photography, speeches and other activities with the theme of "knowing peak and loving peak" and the history of Jianfeng Group's entrepreneurial development as the content; a series of cultural and sports activities with the theme of "strengthening physique and revitalizing peak; the activity of" sending warmth "with the theme of" caring for employees and caring for employees "; the group company with the theme of" infinite scenery at the peak"
2020
07-31
Determination of "60th Anniversary of Entrepreneurship" Series of Activities
In 1958, the first batch of peak people started from scratch and began to build the first cement plant in Jinhua at the foot of peak mountain. Today, 60 years later, the small cement plant has developed into a cross industry and cross regional listed company. In order to commemorate the 60th anniversary of Jianfeng's entrepreneurship, the company decided to organize a series of activities. The activity plan has been basically determined by the group company's office meeting, and an activity leading group led by Jiang Xiaomeng, chairman of the group company, has been established. The group office meeting discussed and decided that the commemorative activities are based on the principles of grand, simple and meaningful. While enlivening the company's cultural atmosphere, concentrating efforts, and enhancing the friendship and exchange of all employees, it also inherits and carries forward the essence of corporate culture accumulated over a long period of time. In order to carry out the activity smoothly, the company decided to set up a leading group for the celebration of the 60th anniversary of entrepreneurship, with Jiang Xiaomeng, chairman of the group company, as the group leader and Yu Jianhong, general manager of the group company, as the deputy group leader. The group members include Huang Jinlong, Zhang Fengliang, Xiang Chongping, Chen Tianci, Zhu Jianwei, Lan Xiaolong and Qin Xuping. There is a celebration working group. The series of commemorative activities mainly include media publicity with the theme of "publicizing peak achievements and establishing peak image"; carrying out manuscripts, calligraphy, painting, photography, speeches and other activities with the theme of "knowing peak and loving peak" and the history of Jianfeng Group's entrepreneurial development as the content; a series of cultural and sports activities with the theme of "strengthening physique and revitalizing peak; the activity of" sending warmth "with the theme of" caring for employees and caring for employees "; the group company with the theme of" infinite scenery at the peak"
2020
07-30
Determination of "60th Anniversary of Entrepreneurship" Series of Activities
In 1958, the first batch of peak people started from scratch and began to build the first cement plant in Jinhua at the foot of peak mountain. Today, 60 years later, the small cement plant has developed into a cross industry and cross regional listed company. In order to commemorate the 60th anniversary of Jianfeng's entrepreneurship, the company decided to organize a series of activities. The activity plan has been basically determined by the group company's office meeting, and an activity leading group led by Jiang Xiaomeng, chairman of the group company, has been established. The group office meeting discussed and decided that the commemorative activities are based on the principles of grand, simple and meaningful. While enlivening the company's cultural atmosphere, concentrating efforts, and enhancing the friendship and exchange of all employees, it also inherits and carries forward the essence of corporate culture accumulated over a long period of time. In order to carry out the activity smoothly, the company decided to set up a leading group for the celebration of the 60th anniversary of entrepreneurship, with Jiang Xiaomeng, chairman of the group company, as the group leader and Yu Jianhong, general manager of the group company, as the deputy group leader. The group members include Huang Jinlong, Zhang Fengliang, Xiang Chongping, Chen Tianci, Zhu Jianwei, Lan Xiaolong and Qin Xuping. There is a celebration working group. The series of commemorative activities mainly include media publicity with the theme of "publicizing peak achievements and establishing peak image"; carrying out manuscripts, calligraphy, painting, photography, speeches and other activities with the theme of "knowing peak and loving peak" and the history of Jianfeng Group's entrepreneurial development as the content; a series of cultural and sports activities with the theme of "strengthening physique and revitalizing peak; the activity of" sending warmth "with the theme of" caring for employees and caring for employees "; the group company with the theme of" infinite scenery at the peak"
2020
07-31