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
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