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
Recently, it was learned from the competent department that the "ERP/MES full-process informatization" project of Jianfeng Pharmaceutical Company has been included in the list of key projects of "integration of industrialization and industrialization" in Jinhua City, and has now entered the publicity period. In order to speed up the in-depth integration of informatization and industrialization, according to the evaluation criteria in Jinhua City's "Several Opinions on Accelerating Informatization Construction" and "Jinhua City Informatization and Industrialization Integration Key Project Management Measures", 148 projects were included in 2017 Jinhua City's "Integration of Industrialization and Industrialization" key projects. The "ERP/MES Full Process Informatization" project of Jianfeng Pharmaceutical Co., Ltd. was finally included in the list after being recommended, material reviewed and expert reviewed by Jinhua Economic and Information Committee. The ERP-level subsystems of ERP/MES full-process informatization project include sales system, procurement system, MRP system, GMPQbD system, connecting UFIDA financial software and HR system. MES-level subsystems include industrial data acquisition and monitoring system, GAMP/MES system, eBPR (electronic batch production record system), cGMP quality assurance system, QC/eBTR(QC process and electronic batch inspection record system), LIMS system, etc. After the construction is completed, the visualization of drug production process and the collection and integration of industrial data will be realized. Realize the electronization of drug production process parameters, electronic batch production and inspection records; the realization of big data integration of industrial data and information will also be in line with the regulatory concept of GMP data integrity and quality traceability to the greatest extent. The establishment of a unified enterprise information platform will eliminate information islands and realize data one.
2020
07-31
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2020
07-31
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2020
07-30
General Manager Yu Jianhong to Yunnan Peak to Guide Work
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2020
07-31
Spike Pharmaceuticals set out to explore a new sales model
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2020
07-31
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
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