Jianfeng Group Lin2016 -031 (Announcement on Signing Letter of Intent for Foreign Investment of Subsidiates)
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 公告编号:2016-031
债券简称:13尖峰01 债券代码:122227
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
关于子公司对外投资签署合作意向书的公告
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近日与桂林商源植物制品有限公司签订了《合作意向书》,拟以北京慧宝源生物技术有限公司及其子公司为平台与其开展医药业务的合作。
l 本次交易不构成关联交易
l 本次交易不构成重大资产重组
l 本次签订的是合作意向书,是合作谈判的基础,该合作事项是否能够实现存在不确定性。
一、对外投资概述
(一)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)近日与桂林商源植物制品有限公司(以下简称:桂林商源)签订了《合作意向书》,拟以现金出资,以增资扩股、受让股权的方式成为桂林商源子公司北京慧宝源生物技术有限公司(以下简称:北慧生物)的股东,以北慧生物及其子公司广西慧宝源医药科技有限公司(以下简称:广慧科技)为平台开展医药业务的合作。
(二)本次签订的是合作意向书,是合作谈判的基础。具体事宜尚需根据审计、评估、尽职调查结果进一步协商谈判。正式合作协议,还将依照《股票上市规则》、公司《章程》等的规定,经决策程序审议。
(三)该合作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、合作方的基本情况
1、企业名称:桂林商源植物制品有限公司
2、企业性质:有限责任公司(外商合资)
3、注册地:桂林灵川八里街开发区
4、注册日期:2003年10月23日
5、主要办公地点:广西省桂林市八里街开发区灵川大道33号
6、法定代表人:詹姆斯 周
7、注册资本:捌万美元整
8、经营范围:生产、销售植物脱水制品(涉及前置许可的项目除外)。(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 |
股东名称或姓名 |
出资额(万美元) |
出资比例 |
|
1 |
詹姆斯 周 |
4.4 |
55% |
|
2 |
周文迪 |
3.6 |
45% |
注:詹姆斯 周和周文迪是夫妻关系。
10、经北京汉根会计师事务所有限公司审计,截至2015年底,桂林商源的资产总额4539.72万元、资产净额4540.68万元,2015年度的营业收入0万元、净利润33.42万元。截至2016年半年度末,桂林商源的资产总额10273.06万元、资产净额4530.29万元,2016年半年度的营业收入0万元、净利润-2.85万元;2016年半年度财务数据未经审计。
三、合作标的基本情况
(一)标的公司的基本情况
1、企业名称:北京慧宝源生物技术有限公司
2、企业性质:有限责任公司(外商投资企业与内资合资)
3、注册地:北京市海淀区开拓路5号A区四层A407、A408室
4、注册日期:2011年07月15日
5、主要办公地点:北京市昌平区生命园路20号院7号楼402室
6、法定代表人:周詹姆斯(与桂林商源的法定代表人詹姆斯 周为同一人)
7、注册资本:8000万元
8、经营范围:技术推广、技术转让、技术咨询、技术服务;医学研究与试验发展;技术进出口。
主要通过其子公司广慧科技开展医药产品的生产和销售业务。广慧科技成立于2013年3月,注册资本20000万元(其中北慧生物占75%),住所:中马钦州产业园区中马大街1号,其新建的生产基地设在中国-马来西亚钦州产业园,占地214.46亩,多个剂型的生产车间已基本建成,待通过GMP认证后可投入生产。广慧科技主要从事医药技术开发研究;医药建设项目投资、咨询;颗粒剂、中药前处理和提取、合剂(口服液)、糖浆剂、酊剂(内服、外用)、搽剂、酒剂、片剂生产、销售;新药技术的引进等。2016年广慧科技通过受让药品相关技术的方式,目前已经拥有以中成药制剂为主的76个药品批文,主要产品有:藿香正气水、十滴水、陈香露白露片、复方珍珠解毒口服液、益肝明目口服液等。公司拥有较强的对外合作及新药研发能力,获得了美国耶鲁大学和佐治亚大学研究基金会股份有限公司的“曲沙他滨”抗癌结构专利、治疗方法和全球商业化开发授权;“克来夫定”抗乙肝病毒的中国商业化开发授权;“克来夫定”抗癌结构专利、治疗方法及抗癌全球商业开发优先权。2016年8月,注射用“曲沙他滨”抗肝癌获得了国家食品药品监督管理局颁发的《药物临床试验批件》(批件号:2016L07060),目前正在进行一期临床试验方案的编制工作。
9、主要股东:
|
序号 |
股东名称 |
出资额(万元) |
出资比例(%) |
|
1 |
桂林商源 |
57,437,300 |
71.80 |
|
2 |
何龙飞 |
10,160,000 |
12.70 |
|
3 |
北京慧宝源企业管理有限公司 |
10,000,000 |
12.50 |
|
4 |
其他14名自然人股东 |
2,402,700 |
3.00 |
注:北京慧宝源企业管理有限公司成立于2010年11月18日,法定代表人是周詹姆斯,注册资本为5000万元(其中:桂林商源占有51%),经营范围:企业管理。
(二)截至2015年年底,北慧生物的资产总额28501.85万元、资产净额4034.73万元,2015年度的营业收入80万元、归属于母公司所有者净利润-537.39万元;截至2016年半年度末,北慧生物的资产总额33963.65万元、资产净额14758.21万元,归属于母公司所有者权益合计10250.11万元。2016年半年度的营业收入631.19万元、归属于母公司所有者净利润63.90万元。以上财务数据经具有证券、期货从业资格的中审华寅五洲会计师事务所审计。
(三)北慧生物最近12个月内的增资情况。
最近12个月内,北慧生物进行了3次增资,分别为:
1、2016年3月,北慧生物的注册资本由1000.00万元增至2016.00万元,由何龙飞以人民币增资5,000.00万元,其中1,016.00万元计入实收资本,3,984.00万元计入资本公积。
2、2016年6月,北慧生物的注册资本由2,016.00万元增至7,759.73万元,由桂林商源植物制品有限公司以货币增资5,743.73万元。
3、2016年6月,北慧生物的注册资本变更为8,000.00万元,由14名自然人股东出资人民币600.675万元。其中240.27万元计入实收资本,360.405万元计入资本公积。
四、合作意向书的主要内容
2016年10月8日,桂林商源(甲方)和尖峰药业(乙方)签订了《合作意向书》,主要条款有:
(一)合作方式
甲拟引入乙方为北慧生物的股东,乙方拟以现金出资以增资扩股、受让股权的方式成为北慧生物的股东,具体比例和方式另行协商。
(二)后续工作安排
1、双方共同成立工作组,对合作事宜进行认证,并开展其他相关工作。
2、聘请审计、评估、法律等相关中介机构,做好财务审计、资产评估、法律尽调等前期准备工作。甲方应积极配合乙方及中介机构的尽职调查工作。
(三)排他事项
除非经乙方书面同意,在本意向书签订后3个月内(简称:排他期),甲方及其控制的任何代表人不能直接或间接寻求与任何第三方就北慧生物、广慧科技的股权事宜进行接洽、磋商、谈判或签署任何协议或意向书(不论该协议或意向书是否对其有约束力),但是,甲方与北慧生物、广慧科技原股东就本意向书所述事项商谈不受前述限制。
(四)其他事项
1、本意向书为双方就合作事宜所达成的初步意向,并作为双方开展工作的基础。为推进合作进程,双方将保持沟通,及时磋商与落实相关事宜。
2、双方将在尽职调查和取得北慧生物、广慧科技原股东认可的基础上,尽快开展具体合作事宜的谈判,并签订相关协议。
3、就双方为本次合作而做工作获取的资料以及本意向书所述事宜,除相关法律、法规或证券监管规定外,如果事先没有得到对方的书面同意,任何一方在任何时候不得为任何其他目的使用或许可他人使用或向第三方披露该等信息。
五、本次合作对公司的影响及风险提示
本次合作是根据公司“合作创新强主业、规范科学求发展”战略方针,是做大做强医药业务的具体实施,如果该项合作能顺利完成,将进一步扩大公司医药主业的规模。
鉴于本次签署的是合作意向书,具体合作事宜尚需在审计、评估、尽职调查的基础上进一步协商谈判,并签订相关协议,还将根据《股票上市规则》、公司《章程》等的规定履行董事会或股东大会的审议程序,该合作是否能够实现存在不确定性;同时,新药研发的周期长、投入大、风险高,北慧生物、广慧科技的新药研发、临床试验结果具有一定的不确定性。
公司将根据合作事项的进度及时披露后续进展情况,敬请广大投资者注意投资风险。
特此公告
浙江尖峰集团股份有限公司
董事会
二〇一六年十月十一日
More information
Recently, the People's Government of Wucheng District of Jinhua City released the list of "Advanced Enterprises for Talent Development" and "Outstanding Enterprise Science and Technology Talents" in 2020. The Group Company was once again rated as an advanced enterprise for talent development, and Zhao Chunquan, an employee of Peak Health Technology Company, was rated as an outstanding enterprise science and technology talent. The selection object of advanced enterprises for talent development in Wucheng District is the district-owned enterprise units. The participating units need to pay attention to the introduction of talents, and have a relatively complete talent introduction mechanism. The number of talents introduced is large and can give full play to the role of talents, or the effect of talent introduction is obvious., And can fully transform and give full play to the intellectual achievements. The selection focuses on high-level and high-skilled talents, and sets evaluation criteria from four aspects: talent increment, talent stock, talent platform and additional indicators. In 2020, the group company will continue to do a good job in talent increment and talent platform, actively participate in talent recruitment and technical project docking activities organized by departments at all levels, carry out industry-university-research cooperation with Zhejiang Industrial and Commercial University, Shenyang Pharmaceutical University and other universities, and obtain 7 national invention patents. At present, the company has one national postdoctoral research workstation, one provincial academician expert workstation and one municipal academician expert workstation, two provincial enterprise technology centers and (R & D) institutions, one municipal enterprise technology center and (R & D) institution, and one provincial enterprise research institute, which has built various talent training platforms for enterprise personnel. In recent years, the company has continuously innovated its business philosophy, strengthened internal management, accelerated transformation and development, actively responded to the government's in-depth implementation of the innovation-driven development strategy, strived to create a good environment for gathering, cultivating and using talents, and cultivated a group of outstanding scientific and technological talents. It has been rated as "Advanced Enterprise for Talent Development" in Wucheng District for many years ". Zhao Chunquan is responsible for the production management of the three business sectors of Jianfeng health care products, Chinese medicine decoction pieces and plant extracts, the pilot production of new products, the technical optimization and innovation of old products, and the daily management of Jianfeng health, safety and environmental protection. He has solid experience in pharmaceutical production site management, GMP system establishment and product production process optimization. In 2020, he led the workshop to increase cross extraction pipelines through technological transformation of equipment, which improved the yield of products, reduced the use of extraction solvents and saved production costs. Through process optimization, a grading process was added before extraction, and a cross extraction process was adopted in the extraction process, which increased the yield of Rhodiola extract by more than 10% year on year, reduced alcohol loss by 30%, and reduced the cost of product production, increased market competitiveness. Prior to this, peak health employees Lu Guosheng, Yang Hao and Chen Anping, and peak cable employee Lu Chaofang also won the honor of outstanding enterprise scientific and technological talents in Wucheng District. (Ni Yingzhen, Yao Lili)
2021
04-12
Chen Long, Secretary of Jinhua Municipal Party Committee, went to the peak to investigate.
"Spike is a well-known representative and iconic manufacturing enterprise in Jinhua. In a sense, it can be said that it is a representative of Jinhua's industrial enterprises, and the development of Spike is also a microcosm of Jinhua's industrial development." On March 31, when Chen long, secretary of the Jinhua Municipal CPC Committee, went to Jianfeng to conduct a special investigation, he fully affirmed the business development of the enterprise in recent years. On the morning of the same day, Chen long, secretary of the Jinhua Municipal CPC Committee, and Zhang Xinyu, vice mayor, together with the heads of the Municipal Economic and Information Bureau, the State-owned assets Supervision and Administration Commission and other departments, went to the headquarters of Jianfeng Group to conduct a special investigation, visited the company's exhibition hall, listened to the introduction of Chairman Jiang Xiaomeng's enterprise situation, and discussed and exchanged views with the company's management team on the current difficulties faced by the party committee and government. At the symposium, Jiang Xiaomeng introduced the company's situation from eight aspects including historical evolution, organizational structure, industrial layout, current operating conditions, corporate governance, technological innovation, corporate culture construction, and future development ideas. In recent years, under the guidance of the policy of "cooperative innovation to strengthen the main business, standardize science and seek development", Jianfeng has accelerated the transformation and upgrading of enterprises and technological innovation, scientific layout and orderly expansion, achieved steady development, and created good benefits, which has been unanimously praised by Chen long and other leaders. Jiang Xiaomeng also expressed his views and suggestions on how to realize the effective connection between intelligent manufacturing and traditional manufacturing, and how to further stimulate the enthusiasm of enterprises to invest in innovative product research and development, and exchanged views with visiting leaders of relevant departments. Vice Mayor Zhang Xinyu said in the exchange that Jianfeng is Jinhua's leading enterprise, and its development momentum and brand image are very good, and it also has strong strength. He hopes to further give full play to the advantages of listed companies in the future. to play a greater role in promoting the industrial integration of Jinhua enterprises, speeding up the cultivation of small and medium-sized enterprises, and strengthening the headquarters economy, the government will also increase support for advantageous enterprises such as Jianfeng, for the further development of enterprises to create conditions, do a good job of service. In his research speech, Secretary Chen long pointed out that the municipal party committee fully affirmed the efforts and contributions made by Jianfeng Group to Jinhua's economic development over the years; the municipal party committee and municipal government will certainly attach great importance to the opinions and suggestions put forward by enterprises, seriously study them, and do their best to solve them. Chen Long put forward several hopes for the future development of Jianfeng: strengthen confidence in development, take advantage of the situation, actively adapt to the new requirements of high-quality development, keep your feet on the ground, stick to industry, and contribute an important force to the sustainable development of Jinhua's economy and society; adhere to the leadership of science and technology and innovative development, give full play to the leading role of industry leaders, and take the lead in uniting upstream and downstream, industry-university-research forces to jointly promote Jinhua manufacturing from factor-driven to innovation-driven; adhere to digital empowerment and intelligent development, carry out in-depth digital and intelligent transformation of the whole chain, promote the integrated development of the new generation of information technology and existing industries, and constantly enhance the core competitiveness of enterprises; adhere to low-carbon cycle and green development, further reduce the energy consumption level per unit added value, and lead the demonstration for Jinhua green manufacturing development. In response to Secretary Chen Long's request, Chairman Jiang Xiaomeng said that the development of Jianfeng cannot be separated from the strong support of Jinhua Party committees and governments at all levels. In recent years, while increasing external development, it is also actively looking for opportunities for further development in Jinhua. "Jianfeng is Jinhua's enterprise, and it is our obligation to contribute to Jinhua". (this newspaper reporter)
2021
04-01
2021 is the 100 anniversary of the founding of the Communist Party of China. The Central Committee of the Communist Party of China has decided to carry out party history study and education in the whole party to encourage the whole party not to forget its original intention and keep its mission in mind. On March 17, the group company held a party committee to convey and implement the relevant spirit of the central and higher party committees, and put forward requirements for the study and education of party history. At the Party History Learning and Education Mobilization Conference held in Beijing on February 20, Xi Jinping, General Secretary of the Central Committee of the Communist Party of China, President of the State, and Chairman of the Central Military Commission, emphasized in his speech that the development of party history learning and education throughout the party is based on the party's century history. A new starting point, a major decision made to coordinate the overall strategy of the great rejuvenation of the Chinese nation and the world's unprecedented changes in a century, and to mobilize the whole party to devote confidence to fully building a modern socialist country. All comrades in the party must learn history, increase credibility, learn history, respect morality, learn history, learn history, learn party history, understand ideas, do practical things, open a new situation, and strive to start a new journey of building a modern socialist country in an all-round way with a high-spirited attitude. Greet the 100 anniversary of the founding of the party with outstanding achievements. After that, Zhejiang Province and Jinhua City successively held mobilization and deployment meetings on party history study and education, and put forward requirements for the implementation of this important work. At the party committee of the group company held on the 17th, Jiang Xiaomeng, secretary of the party committee of the group, conveyed the spirit of the central party history learning and education mobilization meeting and the speech made by Chen long, secretary of the Jinhua municipal party committee, at the municipal party history learning and education mobilization meeting. and together with all party committee members, group executives learned the special learning materials of "learning party history, knowing the party situation, and being a qualified party member. Jiang Xiaomeng pointed out that carrying out the study and education of party history is based on the new starting point of the party's century-old history of the Party Central Committee with Comrade Xi Jinping as the core, coordinating the overall strategic situation of the great rejuvenation of the Chinese nation and the great changes unseen in the world in a century, and mobilizing the whole party and the whole country to devote themselves to building a modern socialist country with confidence. Party organizations at all levels of the company must deeply understand and grasp the special significance of carrying out party history study and education, and resolutely implement it in accordance with the deployment requirements of the central, provincial and municipal party committees. According to the key points and work requirements of party history learning and education proposed by the central government, and in combination with the actual situation of the company, the group party committee decided to further strengthen the publicity of party history knowledge, organize all party members to strengthen relevant knowledge learning, and visit and study in the red education base. Organize a special lecture on party history education, and all grassroots party committees and branch secretaries should take the lead in giving party history lessons; use the "Peak News" as the carrier to carry out party history knowledge propaganda, organize the essay solicitation activity of "learning party history and welcoming a hundred years"; Organize and carry out the knowledge contest of party history for party members. The party committee of the group requires that the main responsible comrades of the company's party organizations at all levels should lead by example, set an example, and play a good role in leading learning and promoting learning; it is necessary to innovate methods and methods, and flexibly use various learning platform carriers to make party history learning and education more appealing and effective, To promote the study and education of party history to go deep into the masses, the grassroots, and the hearts of the people. (this newspaper reporter)
2021
03-22
Qiandongnan Prefecture Federation of Trade Unions "Send Warmth"
On the morning of February 25, Liang Ya, Secretary of the Party group of the Federation of trade unions of Qiandongnan Prefecture, and Yuan Shangkai, director of the Bureau of industry and information technology of Qiandongnan Prefecture, went to Huangping Jianfeng cement company to express their sympathy to the employees who stick to their posts during the Spring Festival. In the peak of Huang Ping, Liang Ya and his party had a discussion with employee representatives to understand the working and living conditions of employees. Qian Jiang, secretary of the party branch of Huang Ping Jianfeng and chairman of the trade union, briefly reported on the recent production and operation of the enterprise, the main work and achievements of the trade union organization since its establishment more than half a year ago, and said that Huang Ping Jianfeng trade union will continue to make efforts to continuously improve the capacity building of trade union staff, be a good "mother's family" of employees, earnestly safeguard the rights and interests of employees, and constantly improve their sense of satisfaction and happiness. On behalf of the State Federation of Trade Unions, Secretary Liang Ya fully affirmed the trade union work of the enterprise. She pointed out that as a key project of poverty alleviation through cooperation between the east and the west, Huangping Jianfeng must give full play to the important responsibility of trade union organizations to care for employees while doing a good job in production and operation, do more practical work for employees, solve problems, and build Huangping Jianfeng into a industry. The benchmark for poverty alleviation contributes to the promotion of Huangping's economic development. After the symposium, Liang Ya, Yuan Shangkai and other leaders distributed condolences to the representatives of the participating employees one by one, and expressed condolences to the employees of Huang Ping Jianfeng who stuck to the front line during the Spring Festival. (Pan Yi)
2021
03-12
On March 1, Wan Ding, Mayor of Daye City, Hubei Province, Jiang Longping, Deputy Secretary of the Municipal Party Committee and Secretary of the Political and Legal Committee, Cheng Wei, Minister of the United Front Work Department and Chairman of the Federation of Trade Unions, and the heads of relevant functional departments made a special visit to the peak to further strengthen cooperation, Promote development and communicate with the leaders of the group company. Group Chairman Jiang Xiaomeng, General Manager Yu Jianhong, Deputy General Manager Zhang Fengliang, Xiang Chongping and other leaders received Wanding and his party. On behalf of the peak, Jiang Xiaomeng welcomed the visit of the leaders of Daye City and thanked the local government departments at all levels in Daye for their support and affirmation of the peak. During the exchange, Mayor Wanding spoke highly of Daye Jianfeng's contribution to local economic and social development over the years. He said that Jianfeng has always been a benchmark enterprise and a major taxpayer in Daye City, and its achievements are well-known in Daye. On this good basis, he hopes to further strengthen cooperation. The leaders of Baoan Town, where Daye Peak is located, also stated on the spot during the discussion that they will adopt the attitude of "Peak Cement is no small matter", while serving the enterprise well, and at the same time, they will further strengthen the in-depth cooperation between the two parties to find development opportunities around related industries. The two parties also discussed topics such as strengthening industrial integration in building materials-related fields, further extending the upstream and downstream of the industrial chain, and coordinated green development. (this newspaper reporter)
2021
03-12
On January 16, the "2021 China Enterprise Credit Development Forum and the 12th Integrity Public Welfare Ceremony" sponsored by the China Enterprise Reform and Development Research Association and the China Cooperative Trade Enterprises Association was held in Beijing to release the 2020 China Enterprise Credit Top 500 Series of lists. Jianfeng Group ranks 358 and 355 respectively in the top 500 credit lists of Chinese enterprises and the top 500 credit lists of Chinese listed companies. It is understood that the evaluation and analysis of the top 500 Chinese corporate credit is not based on the company's operating income, profit or the value of a single indicator, but focuses on the trend research of corporate development, focusing on quantitative evaluation and analysis, and quantitative A multi-dimensional evaluation method that combines qualitative and qualitative, and adopts dynamic empowerment according to the different characteristics of different industries, is a comprehensive reflection of the company's operating status and operating capabilities, it is also an objective manifestation of the creditworthiness of the enterprise. In the analysis and research, it refers to the international rules, simulates the enterprise credit evaluation system, adopts dynamic empowerment according to the characteristics of different industries, and establishes the corresponding evaluation mathematical model to make it more scientific, objective, fair and fair. The analytical research and evaluation methods and models have three first-level evaluation elements, with "credit environment" having a weight of 14%, "credit capacity" having a weight of 72%, and "credit behavior" having a weight of 14%. Among them, "credit environment" includes economic environment, industry environment, market environment, policy and legal environment 4 secondary indicators 6 sub-elements, using a combination of quantitative and qualitative analysis of the evaluation method; "credit capacity" includes profitability, liquidity, security and growth 4 secondary indicators 11 sub-elements and 1 reference element, using quantitative analysis and evaluation methods, is the core index in the evaluation system; "Credit behavior" includes three sub-elements of three secondary indicators: social contribution, quality and safety, and social impact, and adopts a combination of quantitative and qualitative analysis. The credit evaluation and analysis of Chinese enterprises is a project supported by the China Social Science Fund. It has been carried out since 2011. Based on the analysis and research results, it has produced the top 500 Chinese enterprise credit, the top 100 Chinese manufacturing enterprise credit, and the top 100 Chinese service enterprise credit. China's top private enterprise credit 100, China's top 500 listed company credit list. According to the above scoring principles, in the list of China's top 500 credit enterprises, peak's comprehensive credit score is 92.988, ranking 358, and ranking 15th among cement enterprises on the list; at the same time, it ranks 355 among the top 500 credit companies of Chinese listed companies released in the same period. (this newspaper reporter)
2021
03-01