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。
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