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
Daye Jianfeng Jinshan limestone mine is included in the national green mine list.
On January 11, the Ministry of Natural Resources issued an announcement announcing the list of mines that were included in the national list of green mines in 2020, with the Jinshan limestone mine of Daye Peak Cement Company among them. The final result of the green mine selection is in accordance with the requirements of the notice of the general office of the Ministry of natural resources on doing a good job in the selection of green mines in 2020 (natural resources office letter [2020] No. 839), on the basis of enterprise self-evaluation, third-party evaluation, provincial verification and recommendation, after examination and social publicity. In 2020, a total of 301 mines were selected and included in the national green mine list, subject to social supervision. Green mine refers to the implementation of scientific and orderly mining in the whole process of mineral resources development, the control of the disturbance of the mining area and the surrounding ecological environment within a controllable range, and the realization of environmental ecology, scientific mining methods, efficient resource utilization, and management Information digitization and mining area community harmony of the mine. In order to meet the selection criteria of national green mines, we must carry out the work from two categories and nine aspects, namely, the comprehensive utilization of resources, technological innovation, energy conservation and emission reduction led by the technical strength of mining enterprises, and the operation of mines according to law, standardized management, environmental protection, land reclamation, community harmony, corporate culture and so on. These requirements fully reflect the development concepts advocated by the current state, such as people-oriented, harmonious development of society and environment, and sustainable development. Jinshan limestone mine is a limestone raw material mine supporting Daye peak production line, about 1km away from the plant. Since it was put into operation, Jinshan limestone mine has been carrying out ore mining according to law. With the deepening of the establishment of green mines, Daye Peak, based on the principle of "mining while managing", has made orderly progress in the work of mine greening, dust control and information-based intelligent mine construction. It has successively built a centralized management and control platform for mine automation, integrating automatic control system, remote monitoring system, reserve management system and various monitoring systems, basically realizing the automation of fixed facilities and unattended operation. Harden the roads in mining areas; tens of millions of yuan have been invested in the restoration and management of the geological environment, planting more than 20000 camphor trees, Luan Shu and other seedlings, more than 2000 square meters of Parthenocissus creeper, laying more than 26000 square meters of lawns, and spraying more than 60000 square meters of guest soil. The forest land in some areas that will not be mined within 5 years has been restored, and the overall look of the mining area is new, which fully embodies the green mine development concept of "innovation, green, green. (this newspaper reporter)
2021
01-21
A few days ago, daye peak cement company donated 100000 yuan to daye city charity association as a poverty alleviation fund. A group of agents in Hubei province of peak cement visited left-behind children and families of poor students in Gulin town, where Huang ping peak cement company is located, and formed a helping pair with 8 poor students. Spike poverty alleviation and aid to write a new page. Jianfeng has always had a tradition of helping the poor and helping students. In addition to donating eight hope primary schools in Jinhua, Tibet, Xinjiang, Gansu, Yunnan and other places, individual or collective employees also subsidize poor students to complete their studies through fixed-point pairing and participation in the hope project. From the beginning of its establishment, Daye Jianfeng's employees have spontaneously contributed personal funds to pair with local poor students to provide help to students in need; in recent years, they have also helped children from poor employees' families complete their studies through "Golden Autumn Aid" and other channels. At the simple donation ceremony of the student aid fund held by Daye Peak, Zhang Fengliang, deputy general manager of the group company and general manager of Daye Peak, said that helping poor students realize their dreams of studying and dedicating a love to Daye's education is Daye The unshirkable responsibility of the peak people is the responsibility of the enterprise. As a key enterprise in Daye City, Daye Peak has been fulfilling its social responsibilities with practical actions while developing, and will continue to support and participate in this meaningful work that benefits the country and the people in the future. Ke Lingxiao, deputy secretary-general of the Daye Chu Chamber of Commerce and director of the Party Committee Office, attended the donation ceremony. Yang Jianxiong, the relevant person in charge of the Daye Charity Federation, accepted donations on behalf of the Charity Federation. In mid-December 2020, a group of agents from Peak Cement Hubei went to Gulin Town, Huangping County, Guizhou Province, to have a discussion with the leaders in charge of education in Gulin Town and the principals of some schools in the area to learn about the local education work. In order to have a closer understanding of the life and study of poor students, they also went deep into the local mountainous areas to visit left-behind children and poor students. An agent said: "The peak has given us this platform, our career development today is closely related to the peak, in a way, we are also 'peak man'. It is a very meaningful thing to go to Guizhou to experience the new factory style of Huangping Peak, to send warmth to the local poor children and to show the love of Peak agents." After on-the-spot visits, eight children were finally identified as the objects of assistance, some of which were orphans, some were single-parent families, and some of the parents suffered from major diseases that led to family poverty. In the future, peak agents will help these children in their lives and studies, so that they can complete their studies in peace of mind. (Zhu Yong and Lu Meiyan)
2021
01-11
Peak Metro Special Communication Cable Patented
On December 11, the cable company's subway special communication cable utility model patent authorization announcement, this is the cable company's fourth new utility model patent this year. Metro special communication cable is a kind of special cable which is optimized and improved on the basis of traditional urban communication cable. In order to meet the requirements of the subway environment and users, the cable company studies the longitudinal waterproof, radial waterproof and high flame retardant performance of the cable. In terms of longitudinal waterproofing, the traditional use of hot oil paste is changed to cold oil paste, and an automatic oil filling device is made, which not only simplifies the structure of the filling equipment, reduces the investment cost and floor area of the equipment, but also has simple filling process, easy operation and control, stable product quality, energy consumption saving, production cost reduction, no paste dripping during filling, and clean and pollution-free production site. The ointment filling process is not affected by temperature changes, and there is no insulation layer scald, paste dripping and cracking. Radial waterproofing adopts special hot melt adhesive technology that can bond metals, so that the joints of aluminum strips are tightly bonded and the radial waterproofing is more thorough, thus solving the problems of unround appearance of sheath, depression or flounces, poor sealing performance, affecting the waterproof performance of cables, etc. caused by the original heating technology of hot air gun. At the same time, in terms of high flame retardancy, the material of the outer sheath is improved, and the environmentally friendly flame retardant low-smoke halogen-free material is adopted, so that the product meets the environmental protection and fire safety requirements of the current key projects. With the increase of domestic subway projects, the use of subway special communication cables is also increasing. The acquisition of this patent has a certain effect on cable companies to expand their market influence and increase sales. (lu chao-fang)
2021
01-04
Huang Ping Peak "Try" to "Quasi"
On December 23, Guizhou Huangping Jianfeng Cement Company obtained the national industrial product production license. According to the relevant policies and regulations, the products produced by the enterprise meet the national standards, have applied for the national industrial product production license procedures, and have been accepted and filed by the relevant competent departments. During the period of waiting for the license to be issued, the trial production products can be sold, but the words "trial products" must be printed on the packaging bag. Due to the outbreak of the new coronary pneumonia epidemic at the beginning of the year, the construction of the Huangping peak project and the handling of production licenses and other related work have been affected to some extent. After the initial relief of the epidemic in May, Huang Ping peak in the intensified construction at the same time, but also began to carry out the production license processing. Due to the differences in the understanding of the relevant requirements and standards by the local competent departments, the relevant departments of Huang Ping Jianfeng worked together to deeply understand the local policy requirements and actively communicate with the administrative departments, and finally completed the work. Although trial products and formal products are subject to the same quality management standards, in actual marketing, user acceptance is often "discounted". The relevant person in charge of Huang Ping Jianfeng said that with this "birth permit", it means that the product has been officially affirmed and licensed by the state. As a new force in Southeast Guizhou, Jianfeng cement can truly participate in the market competition at the same level as the original local similar products, which will play a positive role in promoting the follow-up production and sales work. (Zhu Yong)
2021
01-04
On the afternoon of December 19, Wu Jin, deputy secretary of Huangshi municipal Party committee and mayor, Wang Gang, Secretary of Daye municipal Party committee, and Wang Ding, mayor of Daye City, visited Daye Jianfeng cement company for investigation. Wu Jin proposed that Daye Peak, as a key industrial enterprise in Daye City, should strengthen its advantages and make up for its shortcomings under the leadership of the Daye City Government, and strive to be the main engine and pioneer demonstration of the city's transformation and upgrading and high-quality development. Accompanied by Yuan Xianming, executive deputy general manager of Daye Peak, and Tao Yesheng, deputy general manager, Wu Jin and his entourage visited the production site of Daye Peak, spoke highly of the site management level of Daye Peak, and carefully inquired about the production and operation situation in 2020 and the future medium-and long-term development plan. Prior to this, the Huangshi Municipal CPC Committee held the second Plenary session of the 13th CPC Central Committee, planning to formulate the 14th five-year Plan and build a regional development layout system of "one heart, two belts, multi-point support, and global development." Wu Jin stressed in his investigation that he hoped Daye would seize the favorable opportunity of the "14th five-year Plan" building materials industry, actively respond to the government's industrial construction transformation plan, and make positive contributions to the reconstruction of Huangshi industry. (Xu Ying, Wang Yiyan)
2021
01-04
Another batch of old employees retired
On the morning of December 25, the group company held a farewell party for retired employees in 2020. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, Qin Xuping, chairman of the trade union of the group company, and more than 20 retired old employees gathered together to share their work feelings and talk about their future life. Qin Xuping briefly reviewed the development history of Jianfeng Group over the past 60 years, thanked the retired employees and wished them good health and a happy life. He said that Jianfeng Group's achievements embody the wisdom, strength and painstaking efforts of the old comrades, and Jianfeng Group will not forget their contributions. I also hope that the old employees will not retreat and continue to pay attention to supporting peak development. Old employees are also actively speaking, talk about life planning after retirement. Jiang Xiaomeng introduced to the retired employees the company's current overall operation, the latest progress of the cement and pharmaceutical sector, and the industrial layout in various places. I hope the trade union will strengthen the service awareness of retired employees and do a good job in logistics services. I hope that the old employees will keep in touch with the company, communicate more, make more suggestions and suggestions, and thank the retired employees for their hard work over the years and their dedication and support to Jianfeng Group. (Reporter Chen Shengmu)
2021
01-04