Pro 2014-020 (Framework Agreement on Jianfeng Group's Acquisition of Nestor)
Release time:
2020-08-05
Securities Code: 600668 Securities Short Name: Jianfeng Group Announcement No.: 2014-020
Bond Short Name: 13 Jianfeng 01 Bond Code: 122227
Zhejiang Jianfeng Group Co., Ltd.
Reminder Announcement on the Signing of Equity Transfer Framework Agreement by Subsidiaries
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 the "Framework Agreement on Equity Transfer of Zhejiang Neshikang Pharmaceutical Co., Ltd." with Creative Medicine and Xi 'an Zizhitong Investment Co., Ltd. to transfer 70% and 25% of the equity of Zhejiang Neshikang Pharmaceutical Co., Ltd.
l This transaction does not constitute a related party transaction
l This transaction does not constitute a major asset reorganization
l There are no major legal obstacles to the implementation of the transaction
l This is a framework agreement, which is the preliminary result of the preliminary negotiations, and the follow-up work has been arranged. The specific matters of equity acquisition need to be further negotiated according to the results of audit, evaluation and due diligence. The formal equity transfer agreement will also be submitted to the company's board of directors or general meeting of shareholders for approval in accordance with the "Stock Listing Rules", the company's articles of association, etc., before it can take effect. There is uncertainty as to whether the equity acquisition will be realized.
Overview of 1. Transaction
Basic Information of (I) Transaction
Zhejiang Jianfeng Pharmaceutical Co., Ltd. (hereinafter referred to as "Jianfeng Pharmaceutical"), the controlling subsidiary of the Company, plans to acquire 70% equity of Zhejiang Neisikang Pharmaceutical Co., Ltd. (hereinafter referred to as "Neisikang Pharmaceutical") held by Creative Medicine (hereinafter referred to as "CM Company") and Xi 'an Zizhitong Investment Co., Ltd. The company (hereinafter referred to as "Zizhitong Company") holds a 25% stake in Nesikang Pharmaceuticals, the total of the two is 95% equity.
(II) company approval.
This is a framework agreement. The specific matters of the equity acquisition need to be further negotiated and negotiated based on due diligence, audit or evaluation results, and will be in accordance with the provisions of the Stock Listing Rules, the company's articles of association, etc. It can be implemented after being submitted to the company's board of directors or shareholders meeting for approval. There is the possibility of changes in the implementation and implementation process of the framework agreement.
This equity transfer does not involve connected transactions, 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. Counterparty
(I) Creative Medicine
, Enterprise Name: Creative Medicine
2, Enterprise Nature: Limited Liability Company
3, Place of Registration: Cayman
, Main Office Location: 190 Elgin Street, Grand Cayman, Cayman Islands, ( KY1-9005)
, Legal Representative: Yang Zhi
, Paid-in Capital: US $13.5 million
7, Main Business: Investment and Investment Management
, Major Shareholder or Actual Controller: bioVeda China Fund II L.P.;New Enterprise Associates 13,Limited Partnership;Yifang Technology Group, Ltd.
9, 2013 main financial indicators: total assets of $41.0119 million, net assets of $13.3334 million, net profit of-$2800.
(II) Xi' an zizhitong investment co., ltd.
1, enterprise name: Xi' an zizhitong investment co., ltd.
2, enterprise nature: limited liability company (natural person investment or holding)
3, place of registration:
4 on the east side of the 10th floor of Zhongsheng Building, 69 Jinye Road, Xi 'an High-tech Zone, main office location:
5 on the east side of the 10th floor of Zhongsheng Building, 69 Jinye Road, Xi 'an High-tech Zone, legal representative: Zhang Hua
6, registered capital: 100 million yuan
7, main business: industrial investment and venture investment; asset management (excluding financial services), investment management and consulting.
8, major shareholder or actual controller: Zhang Hua
9, main financial indicators for 2013 (RMB): total assets of 257.0996 million yuan, net assets of 104.9223 million yuan, net profit of -5.3861 million yuan.
Basic Information of 3. Transaction Target
1, Target Name: 95 Equity of Zhejiang Nesikang Pharmaceutical Co., Ltd.;
2, major shareholder: CM Company holds 70% equity; Zizhitong Company holds 25% equity; zhejiang Jinhua Kangenbei Biopharmaceutical Co., Ltd. holds a 5% stake;
3, legal representative: Yang Zhi;
4, main business: drug bulk drug production; The main products are karat , azithromycin , fenofibrate, etc.
5, registered capital: US $36.10667 million;
6, Company Type: Limited Liability Company (Sino-foreign Joint Venture)
7, Establishment Date: December 23, 2002;
8, place of registration: 1318 Jinsha Street, Linjiang Industrial Zone, Wucheng District, Jinhua City;
9, Nesikang Pharmaceutical's 2013 financial report was audited by Jinhua Zhongjian Joint Accounting Firm, with main financial indicators:
Project (RMB 10,000) |
at the end of 2013 |
Total Assets |
43625.72 |
Total Liabilities |
26889.44 |
Net Assets |
16736.28 |
2013 |
|
Operating Income |
28776.51 |
Net Profit |
435.01 |
The company will entrust an audit institution with securities and futures business qualifications to carry out necessary audit on the financial statements of Neisikang Pharmaceutical, the audit results may differ from the above financial data. Main Contents of
4. Framework Agreement
"Party A": Zhejiang Jianfeng Pharmaceutical Co., Ltd.
"Party B": creative Medicine and Xi' an zizhitong investment co., ltd.
(I) equity transfer, price payment
1.CM company jointly transferred its 70% equity of nesikang pharmaceutical and zizhitong company its 25% equity of nesikang pharmaceutical to party a.
2, A and B agree on the transfer price after considering the audit, evaluation report, market trend and other comprehensive factors that may affect the operation efficiency.
3. The transfer price will be priced in RMB and paid to Party B in installments.
(II) Assets Evaluation
Within 15 working days after the signing of the framework agreement, intermediary agencies with securities qualification such as audit and evaluation hired by Party A and approved by Party B shall conduct a comprehensive audit, evaluation and due diligence on Neisikang Pharmaceutical, and strive to complete the audit, evaluation and due diligence within no more than 30 working days. Naisikang Pharmaceuticals and Party B shall provide the greatest convenience for the audit, evaluation and due diligence work, provide relevant information in a timely manner, and undertake to provide complete and true information required for the audit, evaluation and due diligence work. Otherwise, it will bear the corresponding legal responsibility.
(III) exclusive matters
Unless approved in writing by Party A, within 60 working days after this agreement comes into effect (hereinafter referred to as exclusive period), party B and any representative under its control shall not, directly or indirectly, seek to contact, 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. During the exclusive period, Party B shall ensure the achievement of the transfer conditions, and the Buyer shall draft the equity transfer agreement and other transaction documents for negotiation. The term of this agreement and the exclusive period may be extended with the consent of the parties.
5. the impact and risk tips of this transaction
This equity acquisition is the specific implementation of the company's strategic plan and 2014 business plan. If the equity transfer can be successfully completed, it will expand the scope and scale of the company's pharmaceutical business.
In view of the fact that this framework agreement only determines the basic framework of the transaction, it is still necessary to further reach an equity transfer agreement on the basis of audit, evaluation and due diligence, and submit it to the company's board of directors or shareholders' meeting for consideration. There is uncertainty about whether the transaction can be realized. The company will be based on the progress of the acquisition of the progress of the timely disclosure of the follow-up progress, so that the majority of investors pay attention to investment risks.
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
July 28, 2014
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