Jianfeng Group Lin2016 -021 (Announcement of Letter of Intent for Limin Chemical Cooperation)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group Announcement No.: 2016-021
Bond Abbreviation: 13 Peak 01 Bond Code: 122227
Bond Abbreviation: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Prompt Announcement on Subsidiaries Signing Letter of Intent for Cooperation
The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important Content Reminder:
l Transaction Brief Content: Zhejiang Jianfeng Pharmaceutical Co., Ltd., the company's holding subsidiary, recently signed a Letter of Intent for Cooperation with Zhejiang Limin Holding Co., Ltd. to cooperate with it in the pharmaceutical intermediate business.
l This transaction does not constitute a related party transaction
l This transaction does not constitute a major asset reorganization
l This is a letter of intent for cooperation, which is the basis of cooperation negotiations. There is uncertainty as to whether the cooperation can be realized.
Overview of 1. Foreign Investment
(I) Zhejiang Jianfeng Pharmaceutical Co., Ltd. (hereinafter referred to as "Jianfeng Pharmaceutical"), a subsidiary of the Company, recently signed a "Letter of Intent for Cooperation" with Zhejiang Limin Holdings Co., Ltd. (hereinafter referred to as "Limin Holdings") to carry out cooperation in the pharmaceutical intermediate business based on the pharmaceutical intermediate business segment of the subsidiary of Limin Holdings. The two sides intend to set up a new company in Suichang County, Lishui City, Zhejiang Province, Limin Holdings intends to invest in the physical assets of the pharmaceutical intermediates sector of the following subsidiaries, and Peak Pharmaceuticals intends to contribute in cash.
(II) signed a letter of intent for cooperation, which is the basis for cooperation negotiations. Specific matters need to be further negotiated according to the results of audit, evaluation and due diligence. The formal cooperation agreement will also be reviewed through the decision-making process in accordance with the "Stock Listing Rules" and the company's "Articles of Association.
(III) The cooperation is not a connected transaction, nor does it constitute a major asset reorganization as stipulated in the Measures for the Administration of Major Asset Reorganization of Listed Companies.
Basic Information of 2. Partners
1 , Enterprise Name: Zhejiang Limin Holding Co., Ltd.
2 , Enterprise Nature: Limited Liability Company
3 , Place of Registration:
4 , Changlian Village, Yunfeng Street, Suichang County, Zhejiang Province, Date of Registration: 2016# April 11, 75
5 , main office location: Changlian Village, Yunfeng Street, Suichang County, Zhejiang Province
6 , legal representative: Li Feng
7 , registered capital: Limin Holding's registered capital is 5250 yuan, and the paid-in capital as of the announcement date is 15 million yuan.
8 , main business: industrial investment
9 , major shareholders:
Serial Number |
Shareholder Name or Name |
Contribution (RMB 10,000) |
Contribution Proportion |
1 |
li Feng |
1761.375 |
33.550 |
2 |
Lishui Lihe Investment Partnership |
177.1875 |
3.375 |
3 |
Lishui Lishun Investment Partnership |
177.1875 |
3.375% |
4 |
Lishui Lichang Investment Partnership |
177.1875 |
3.375% |
5 |
Lishui Lian Investment Partnership |
177.1875 |
3.375 |
6 |
Lishui Lizi Investment Partnership |
259.875 |
4.95% |
Another, mr. Li Feng is the managing partner of the above 2-6 partnership, accounting for 2.22 of Lishui Lihe Investment Partnership, 2.22 of Lishui Lishun Investment Partnership, 6.67 of Lishui Lichang Investment Partnership, 2.22 of Lishui Lian Investment Partnership and 40.91 of Lishui Liqi Investment Partnership.
Basic Information on 3. Cooperation Target
(I) This cooperation is to be relocated and transformed based on the pharmaceutical intermediate business segment of Zhejiang Limin Chemical Co., Ltd. (hereinafter referred to as "Limin Chemical") controlled by Limin Holdings to carry out cooperation in pharmaceutical intermediate business.
(II) Limin Chemical was established on May 29, 1998 . The current registered capital is 35 million yuan, of which: Limin Holdings accounts for 42.86 as the largest shareholder and Li Feng accounts for 15.6; The residence is Zhuangshan, Suichang County, Zhejiang Province. Mainly engaged in civil blasting equipment, chemical products and other related products. The main products of the chemical sector are: SP-80 emulsifier, 2-imidazolidinone, 1-chloroformyl-2-imidazolidinone products.
(III) As of the end of 2015 , Limin Chemical had total assets of 169.3742 million yuan, net assets of 57.3046 million yuan, operating income of 140.036 million yuan in 2015 (including operating income of chemical intermediates of about 45 million yuan) and net profit of 9.1185 million yuan. As of the end of the first quarter of 2016, Limin Chemical had total assets of 168.2613 million yuan and net assets of 58.2794 million yuan, in the first quarter of 2016, the operating income was 32.6912 million yuan (including the operating income of chemical intermediates was about 13.88 million yuan) and the net profit was 933800 yuan. The above financial data has not been audited by an accounting firm with securities qualification.
Main Contents of Letter of Intent for 4. Cooperation
On May 10, 283, 2016 , Limin Holdings (Party A) and Jianfeng Pharmaceutical (Party B) signed the Letter of Intent for Cooperation, with the main terms as follows:
(I) Cooperation ModeParty A and Party B intend to cooperate on the basis of Party A's existing pharmaceutical intermediate business sector and set up a new company in Suichang County. Party A intends to contribute the physical assets of the pharmaceutical intermediate sector and Party B intends to contribute in cash. The scope of business is mainly bulk drugs, pharmaceutical intermediates, etc. The registered capital and contribution ratio of the specific company shall be negotiated separately.
(II) Follow-up Work Arrangement
1
. Both parties jointly set up a working group to carry out preliminary certification of the project and carry out other related work.
2. Party A shall confirm the rights and assets of the physical assets to be invested, and make preliminary preparations such as audit, evaluation and due diligence. Coordinate with the local government and relevant departments to do a good job in the site selection arrangement of the cooperation project, land supply, environmental assessment approval, industrial and commercial registration, and strive for preferential tax policies and other affairs related to the cooperation project.
3, do a good job in product selection, investment budget and other preliminary feasibility study work.
(III) exclusive matters1
, unless approved in writing by party B, within 6 months after the signing of this agreement (hereinafter referred to as exclusive period), party A and any representative under its control shall not, directly or indirectly, seek to engage, negotiate, negotiate or sign any agreement or letter of intent with any third party (whether or not such agreement or letter of intent is binding on it) with respect to any matter agreed upon in this Agreement.
5. the impact of this cooperation on the company and risk tipsThis cooperation is based on the company's strategic plan to expand and strengthen the pharmaceutical business. If the cooperation can be successfully completed, on the one hand, it will establish a production base for pharmaceutical intermediate raw materials of Jianfeng Pharmaceutical, laying a foundation for the further development of the company's pharmaceutical business; on the other hand, it can also realize the extension and development of the peak pharmaceutical industry chain.
In view of the letter of intent signed this time, further negotiations are needed on the basis of audit, evaluation and due diligence. The specific cooperation mode and investment scale will also perform the deliberation procedures of the board of directors or the general meeting of shareholders in accordance with the provisions of the stock listing rules and the articles of association of the company; the site selection and environmental assessment of the project relocation and transformation also need the approval of relevant government departments. There is uncertainty about whether the cooperation can be realized. The company will disclose the follow-up progress in a timely manner according to the progress of the cooperation. Investors are kindly requested to pay attention to investment risks.
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
May 10, 2016
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