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
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