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
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