Announcement on the Progress of the Company's Foreign Investment and the Entry into Force of the Agreement
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group Announcement No.: Pro 2019-005
Bond Abbreviation: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Announcement on the Progress of the Company's Foreign Investment and the Effectiveness of the Agreement
The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Overview of 1. Foreign Investment
2018 December 29th , the 9th meeting of the 10th Board of Directors of Zhejiang Jianfeng Group Co., Ltd. (hereinafter referred to as "the Company") passed the "Proposal on the Company's Foreign Investment". The Company intends to invest 3166.73 yuan to acquire all 100 of the shares of Guizhou Huangpinggu Longmingchuan Cement Co., Ltd. (hereinafter referred to as "Guizhou Mingchuan Company" or "Target Company"). After the completion of the acquisition, Guizhou Mingchuan Company will become a wholly-owned subsidiary of the Company, and the Company intends to invest 0.1 billion yuan separately to increase the capital of the target company to 0.15 billion yuan of registered capital. The target company will continue to invest about 0.65 billion yuan to build a new dry cement production line with a daily output of 4500 tons of cement clinker (with waste heat power generation). On the same day, the Company signed the Equity Transfer Agreement with Luan Chunhua, Gao Zhimin and Sichuan Mingchuan Chengyu Electromechanical Equipment Co., Ltd., the former shareholders of Guizhou Mingchuan Company. For details, please refer to the Announcement on Foreign Investment of the Company (P.2019 -002) disclosed by the Company on January 3, 2019 . 2. Progress
(I) 2019# On February 26, 42, the Company (Party A) went through relevant handover procedures with Luan Chunhua, Gao Zhimin, Sichuan Mingchuan Chengyu Electromechanical Equipment Co., Ltd. (collectively referred to as Party B and former shareholders) and Guizhou Mingchuan Company (target company) and signed the Handover Settlement Agreement. The main contents of the agreement are as follows:
1 , Handover Basis
(1 ) A, B and the Subject Company signed the Equity Transfer Agreement on December 29, 2018 (hereinafter referred to as the "Equity Transfer Agreement");
(2 ) "Asset Appraisal Report" issued by Kunyuan Asset Appraisal Co., Ltd. (Kunyuan Appraisal Report [2018] No. 639) and "Audit Report" issued by Tianjian Certified Public Accountants Tianjian Audit [2018
] No. 7835. 2 , handover reference date
The reference date for this handover is February 18, 2019 .
3 , Adjustment of Equity Transfer Payment
As of the handover reference date, Party B has not handed over your HBD *** vehicle under the appraisal report, and the appraisal value of the vehicle is 55630 yuan. According to the provisions of the Equity Transfer Agreement, the adjusted amount of assets not transferred this time is 55630 yuan, so the equity transfer amount after this transfer is adjusted to 31.61157 million yuan.
4 , Suspended Payment
In view of the fact that some handover matters need to be further completed, Party B agrees that Party A shall suspend payment of 3 million yuan in the first batch of payment under Article 3.2.1 of the Equity Transfer Agreement. On the premise that Party B completes all handover matters on schedule and does not reduce the rights and interests of the subject company, Party A agrees to pay the deferred payment. If Party B fails to complete all the handover matters on schedule, Party A has the right to continue to withhold the payment until all the handover matters are completed. The expenses incurred in order to complete the transfer shall be borne by Party B, and if the subject company has paid or advanced, Party A shall have the right to deduct from the deferred payment, and if the deduction is insufficient, it shall continue to recover in accordance with the relevant provisions of the Equity Transfer Agreement.
As of the (II) announcement date, all the shares of the target company held by the original shareholders have been transferred to the company and the industrial and commercial change registration procedures have been completed. The company has already held 100 shares of the target company.
At this point, the conditions for the entry into force of the Equity Transfer Agreement entered into between the Company and the original shareholders and the Subject Company on December 29, 2018 have been met and the Agreement has come into effect.
At present, the Company is in the process of increasing the capital of the target company and promoting the construction of the project. The company will be in accordance with the requirements of laws and regulations, timely disclosure of progress. Investors should pay attention to investment risks.
3. Reference Document, Handover and Settlement Agreement
2 , Business License, Industrial and Commercial Registration Data
This is to announce
Zhejiang Jianfeng Group Co., Ltd.
Board of DirectorsFebruary 27, 2019
More information
News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
2020
07-31
News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
2020
07-30
On August 3, Shanghai Beika Pharmaceutical Technology Co., Ltd., a holding subsidiary of Jianfeng Pharmaceutical Co., Ltd., signed an equity transfer agreement with the shareholders of Anhui Zhongwang Pharmaceutical Co., Ltd. to invest 20.62 million yuan to acquire all 100 shares of the company. This is another important move by Jianfeng Pharmaceutical to build a production base for raw materials after the acquisition of shares in Shanghai North Carolina at the beginning of the year. Anhui Zhongwang is located in Xiangyu Chemical Park, Dongzhi County, Chizhou City, Anhui Province. It is a pharmaceutical intermediate manufacturing enterprise integrating R & D, production and sales, focusing on the R & D, production and sales of fine chemicals such as characteristic medicine, intermediates and new materials. The main business activities are the production and sales of 92% potassium hydrogen fluoride and 8% potassium fluoride mixture, ethyl acetate, aqueous DMF, aqueous triethylamine, toluene, methanol, acetic acid, DMF, triethylamine, industrial sodium chloride, chemical products (except hazardous chemicals and explosives) production and sales; research and development of biopharmaceuticals, chemical raw materials, pharmaceutical intermediates and fine chemicals. The company has built two ofloxacin carboxylic acid production lines with a total production capacity of 1200 tons/year, and its supporting safety, environmental protection, storage, and management systems, and has passed ISO9001: 2015 quality management system certification, ISO14001: 2015 environmental management system certification, OHSAS18001: 2015 occupational health and safety management system certification and safety three-level standardization construction; the main products of oxyfluorocarbons, oxyfluorocarbons, levooxyfluorocarbons, levooxyfluorocarbons have passed the on-site audit of well-known domestic pharmaceutical companies, and levofluorocarbons have passed the on-site audit of Indian pharmaceutical companies, 2
2020
07-31
"Active Dendrobium superfine powder" technology patented
The technical achievement of Jianfeng Health Technology Company "a preparation method of active Dendrobium officinale superfine powder" has recently obtained an invention patent, with the patent number ZL 201510242263.8 and the validity period of 20 years. Compared with the traditional method, the Dendrobium officinale powder prepared by this technology fully retains the original drug activity, and the bioavailability is doubled. Dendrobium officinale is known as "plant gold". It has the effects of nourishing the stomach, nourishing yin and clearing heat, moistening the lung and kidney, and strengthening the waist. The common traditional Chinese medicine on the market is made of fresh Dendrobium officinale while heating. It is twisted into a spiral or spring shape and dried and processed. People usually smash the iron maple bucket into fine powder and take it together with American ginseng fine powder. However, conventional drying will cause the active ingredients and effective ingredients of Dendrobium officinale to be damaged, and the taste, color and appearance will change. In addition, the crushing time is relatively long, and some materials are heated relatively high during crushing, which further leads to the decrease of its efficacy, and the rehydration of the processed fine powder is also relatively poor, thus affecting the effect. The patent achievement of "a preparation method of active Dendrobium officinale superfine powder" effectively solves the above-mentioned drawbacks. This method pulverizes Dendrobium officinale after vacuum freeze-drying by a low-temperature ultra-high-speed airflow pulverization process, and controls the pulverization temperature to 20 ℃ and below, thus avoiding quality deterioration reactions such as oxidation of active ingredients, destruction of volatile oil and other heat-sensitive substances during the pulverization process of Dendrobium officinale. Its fineness can reach more than 95% and its particle size is less than 20μm, which improves the fineness of traditional Dendrobium officinale powder.
2020
07-31
News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
2020
07-31
News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
2020
07-31