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 |
||||
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