Announcement on the Acquisition of Anhui Zhongwang by Subsidiary Shanghai Beika
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 公告编号:临2018-023
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
关于子公司上海北卡收购安徽众望的公告
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 交易简要内容: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)的控股子公司上海北卡医药技术有限公司(以下简称:上海北卡)拟出资2062万元收购安徽众望制药有限公司(以下简称:安徽众望)的全部100%股权,收购完成后安徽众望将成为上海北卡的全资子公司。
l 本次交易未构成关联交易
l 本次交易未构成重大资产重组
l 本次股权收购事项需经公司董事会审议,不需提交股东大会审议批准。
一、对外投资概述
(一)2018年8月3日,本公司控股子公司上海北卡与安徽众望股东傅攀、吴江、张屹挺、陆黎锦、沈丽剑、金程明及安徽众望签订了《股权转让协议》。上海北卡拟出资2062万元收购安徽众望的全部100%股权,收购完成后安徽众望将成为上海北卡的全资子公司。上海北卡将利用安徽众望的厂房、建设用地,规划医药中间体、原料药项目的建设。
(二)董事会审议情况
2018年8月3日,公司以通讯方式召开了第十届董事会第五次会议,公司现有九名董事,全部参加了会议,经审议与表决,董事会以9票同意、0票反对、
0票弃权审议并通过了该事项。
(三)根据上海证券交易所《股票上市规则》和公司《章程》等有关规定,
公司本次对外投资属董事会权限范围,无需提交股东大会审议。该股权收购事项不属于关联交易,也不构成《上市公司重大资产重组管理办法》规定的重大资产重组情况。
二、交易对方的基本情况
(一)张屹挺,男,中国国籍,住址:浙江省金华市婺城区三江街道兰溪街**号*幢*单元***室。
(二)陆黎锦,男,中国国籍,住址:浙江省东阳市横店镇社团新村**幢中单元***室。
(三)吴江,男,中国国籍,住址:浙江省东阳市吴宁街道东岘新村**幢*号,职业:安徽众望董事长兼总经理。
(四)傅攀,男,中国国籍,*住址:杭州市西湖区文三路***号***室。
(五)金程明,男,中国国籍,住址:浙江省金华市婺城区西关街道金磐路****号*幢*单元***室。
(六)沈丽剑,女,中国国籍,住址:浙江省东阳市横店镇荆溪社区方家**号。
三、交易标的基本情况
(一)标的公司的基本情况
1、企业名称:安徽众望制药有限公司
2、企业类型:有限责任公司(自然人投资或控股)
3、注册地:安徽省池州市东至香隅化工园区
4、注册日期:2012年09月28日
5、主要办公地点:安徽省池州市东至香隅化工园区
6、法定代表人:吴江
7、注册资本:4000万元
8、经营范围:92%氟化氢钾和8%氟化钾的混合物、乙酸乙酯、含水DMF、含水三乙胺、甲苯、甲醇、醋酸、DMF、三乙胺的生产销售(有效期至2018年12月27日);工业氯化钠、化工产品(危险化学品、爆炸品除外)的生产销售;生物制药、化学原料药、医药中间体、精细化工的研发。(依法须经批准的项目,经相关部门批准后方可开展经营活动)。
9、主要股东
|
序号 |
股东姓名 |
出资(万元) |
持股比例(%) |
|
1 |
张屹挺 |
240 |
6.00 |
|
2 |
陆黎锦 |
200 |
5.00 |
|
3 |
吴江 |
1240 |
31.00 |
|
4 |
傅攀 |
2200 |
55.00 |
|
5 |
金程明 |
40 |
1.00 |
|
6 |
沈丽剑 |
80 |
2.00 |
|
合 计 |
4000 |
100.00 |
|
上述主要股东所持有的标的公司股权不存在抵押、质押及其他任何限制转让的情况,不涉及诉讼、仲裁事项或查封、冻结等司法措施,不存在妨碍权属转移的其他情况。
10、业务情况
安徽众望是一家集研发、生产、销售为一体的医药中间体制造企业,专注于特色医药、中间体、新材料等精细化化学品的研发、生产和销售。主要经营活动为92%氟化氢钾和8%氟化钾的混合物、乙酸乙酯、含水DMF、含水三乙胺、甲苯、甲醇、醋酸、DMF、三乙胺的生产销售(有效期至2018年12月27日),工业氯化钠、化工产品(危险化学品、爆炸品除外)生产销售;生物制药、化学原料药、医药中间体、精细化工的研发。公司占地131915.86平方米,建有总产能为1200吨/年的两条氟嗪羧酸生产线,及其配套的安全、环保、仓储、管理系统。
安徽众望已经通过了ISO9001:2015质量管理体系认证、ISO14001:2015环境管理体系认证、OHSAS18001:2015职业健康安全管理体系认证和安全三级标准化建设。安徽众望主要产品氧氟环合物、氧氟羧酸、左氧氟环合物、左氧氟羧酸通过国内知名制药企业现场审计。左氟环合酯通过印度制药企业现场审计。2017年12月接受美国制药企业对氧氟羧酸工艺验证现场审计,众望已作为氧氟羧酸起始原料供应商注册到美国DMF文件中。
2018年1月起,受左氧氟羧酸和氧氟羧酸市场低迷、运营资金不足等因素的影响,安徽众望阶段性停产至今。之后,因两酸产品市场供应减少,市场逐渐回暖,目前,安徽众望正在进行复产的前期准备工作。
11、安徽众望最近一次增资的情况。
2017年7月,安徽众望曾进行增资,注册资本从3000万元增加到4000万元,增资价格为每股1元;全体股东按原持股比例共同增资,详见下表:
|
序号 |
股东姓名 |
持股数量(万股) |
本次增资(万股) |
增资后持股数量(万股) |
持股比例 |
|
1 |
张屹挺 |
180 |
60 |
240 |
6.00% |
|
2 |
陆黎锦 |
150 |
50 |
200 |
5.00% |
|
3 |
吴江 |
930 |
310 |
1240 |
31.00% |
|
4 |
傅攀 |
1650 |
550 |
2200 |
55.00% |
|
5 |
金程明 |
30 |
10 |
40 |
1.00% |
|
6 |
沈丽剑 |
60 |
20 |
80 |
2.00% |
|
合 计 |
3000 |
||||
More information
Spike Cable Enters South American Market
Recently, a batch of 2100-pair communication cables produced by Peak Cable Company for Venezuelan customers have been completed and will be shipped in cabinets. This is the company's first export business in the South American market. In recent years, under the general trend of "light in and copper out" in the domestic market, Jianfeng Cable Company has taken the initiative to open up foreign markets that still use copper-core communication cables. While making use of its own production advantages to actively cooperate with domestic industry and trade enterprises to carry out foreign trade processing of communication cables, it has made great efforts to expand its own export business through foreign trade platforms and participation in exhibitions. Since the beginning of this year, the cable company has overcome the adverse effects of the new coronary pneumonia epidemic, actively looking for foreign customers for business negotiations, and won orders from Vietnamese customers shortly after the resumption of work. It is understood that in all the export business of cable companies this year, self-operated export business has accounted for about half, and the export direction is mainly Southeast Asia. The successful completion of the Venezuelan customer orders for the future further development of Colombia, Argentina, Peru, Chile and other South American countries to lay a good foundation. (Hu Longgang, Huang Yuan)
2020
11-12
Daye peak "war epidemic" work was commended by Hubei Province, Huangshi City
Recently, Daye Peak Cement Company won the commendation of Hubei Provincial Federation of Industry and Commerce, Hubei General Chamber of Commerce, Huangshi City Federation of Industry and Commerce, Huangshi City Chamber of Commerce, Huangshi City People's Government Poverty Alleviation and Development Office and other relevant units for its outstanding achievements in the prevention and control of the new coronary pneumonia epidemic. Since the beginning of this year, in the face of the new coronary pneumonia epidemic, Daye Peak has fully implemented the important instructions of the municipal government on the prevention and control of the new coronary pneumonia epidemic and the decision-making and deployment of poverty alleviation, obeying the overall situation, not only donating money to the Daye Municipal People's Government for the first time to help prevent and control the epidemic, but also actively do a good job in the prevention and control of the internal epidemic, and to resume production, and earnestly implement the municipal party committee and municipal government on the response to the impact of the new coronary pneumonia epidemic to carry out "two help two help" and "three get one stable" work requirements, paired to help the surrounding rural part of the population has not been lifted out of poverty, to help poor areas to solve the problem of agricultural and sideline products sales, for the city's decisive fight against poverty to contribute. (Yang Huiping, Zhang Qingyu)
2020
11-12
Liu Haiping, Vice Mayor of Pu'er, went to Yunnan Jianfeng for investigation
On the morning of November 3, Liu Haiping, member of the standing Committee of the Pu'er Municipal CPC Committee and vice mayor of the municipal government, and responsible persons of relevant departments went to Yunnan Jianfeng cement Company for investigation and discussion with Zhou Jiping, general manager of Yunnan Jianfeng, and Fang Xuhua, deputy general manager, on such topics as improving the business environment of Pu'er City and the difficulties encountered in the production and operation of enterprises. During the exchange, Zhou Jiping reported on the production and operation of the company this year, as well as the impact of the new coronary pneumonia epidemic on the market and the difficulties encountered in the production and operation process. Liu Haiping fully affirmed the efforts and achievements made since the resumption of work and production in Yunnan Peak, and said that a good business environment is very important for economic development and enhancing the vitality of enterprises. The functional departments of Pu'er government at all levels will continue to optimize various tasks, improve work efficiency, and provide services and guarantees for the development of enterprises. Liu Haiping hopes that Yunnan Jianfeng, as a key enterprise and "benchmark enterprise" in Pu'er City, will play a pioneering and exemplary role and jointly promote the construction of the business environment in Pu'er City. (qi jianmei)
2020
11-12
On the afternoon of November 10, the Party committee of the group company held an enlarged meeting to learn the spirit of the Fifth Plenary Session of the 19th CPC Central Committee and make arrangements for the next step of study, publicity and implementation. At the meeting, Jiang Xiaomeng, Secretary of the Party committee and chairman of the group company, together with all members of the Party committee, members of the management team of the group company, heads of functional departments and some party members, studied the communique of the Fifth Plenary Session of the 19th CPC Central Committee and interpreted the spiritual points of the plenary session. Jiang Xiaomeng pointed out that the Fifth Plenary Session of the 19th Central Committee of the Communist Party of China, held in Beijing from October 26 to 29, is a very important meeting held at an important historical moment when the victory of building a moderately prosperous society in an all-round way is in sight and the new journey of building a modern socialist country in an all-round way is about to begin. It fully embodies the foresight of the Party Central Committee with Comrade Xi Jinping as the core in planning the future and the historical responsibility of carrying forward the past, and profoundly points out the guidelines, objectives, tasks, and strategic measures for China's development in the coming period. It is of great and far-reaching significance to mobilize and encourage the whole Party and the people of the whole country to continue to seize the important strategic opportunity period and promote the comprehensive construction of a socialist modern country. In response to the goals and some hot issues raised in the plenary communiqué, such as how to achieve the 2035 long-term goal, the key goals of economic and social development during the "14th Five-Year Plan" period, why the emphasis is on adhering to the party's overall leadership and strengthening the centralized and unified leadership of the party Central Committee. The main risks and challenges facing economic development in the next five years, how to achieve scientific and technological self-reliance, promote innovation, how to understand the construction, jiang Xiaomeng quoted the answers given by the leaders of relevant central ministries and commissions at the press conference of the plenary session. Jiang Xiaomeng emphasized that China's current development environment is facing profound and complex changes, and there are new developments and changes in opportunities and challenges. The guiding ideology and principles of economic and social development during the "14th Five-Year Plan" period proposed by the plenary session, and the economy during the "14th Five-Year Plan" period The main goals of social development will have a direct impact on the future development of our enterprises. Party organizations at all levels and all employees at the peak must study and study carefully, find the entry point and direction of work, make every effort to complete the annual work goals, and make preparations for the next year. The person in charge of the party organization of the company's overseas enterprises participated in the study through the video conference system. (this newspaper reporter)
2020
11-12
Zhou Zhou, executive vice governor of Qiandongnan Prefecture, sent a message to Huang Ping Jianfeng: fully promote the normalization of production and marketing to make new contributions to Huang Ping's overall well-off society. On October 27, Zhou Zhou, executive vice governor of Qiandongnan Prefecture, Guizhou Province, Yang Zhi, head of Huangping County, and relevant officials of the state and county governments went to Guizhou Huangping Jianfeng Cement Company to investigate and understand the project construction and production situation, and hope that the enterprises will develop as soon and promote regional economic development. Hu Hongwei, general manager of Huang Ping Jianfeng, and other members of the management team made a report on the overall work since the construction of the project started, and accompanied Zhou Zhou Zhou and his party to visit the production line site. In the central control room, Hu Hongwei to Zhou Zhou
2020
11-03
Zhang Xinyu, Vice Mayor of Jinhua City, hopes that Jianfeng Pharmaceutical will aim at cutting-edge science and technology to speed up the development of enterprises. On the afternoon of October 16, Zhang Xinyu, Vice Mayor of Jinhua City, and his party went to the construction site of Jianfeng Pharmaceutical's internationalization project of producing 2 billion pieces of solid preparations annually to conduct research. Accompanied by Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and Shen Quan, deputy general manager of the pharmaceutical company, Zhang Xinyu and his entourage visited the preparation workshop under construction and affirmed the civilized construction and safety management of the site. Huang Jinlong introduced the basic situation of the project to Zhang Xinyu and his party. Knowing that Jianfeng Pharmaceutical has introduced world-class production equipment and advanced technology to build a high-end preparation manufacturing platform in order to achieve industrial upgrading, Zhang Xinyu expressed his appreciation and encouraged Jianfeng Pharmaceutical to gain a foothold in China, aim at the world's cutting-edge technology, and accelerate the pace of enterprise development. Continuously enhance the overall competitiveness of the enterprise. (Wang xuesheng/Wen Zhou hengbin/photo)
2020
11-03