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
More information
Spike New Drug Approved for Registration
On April 16, Jianfeng Pharmaceutical Company received the approval and issuance of Olopatadine Hydrochloride Eye Drops "Drug Registration Approval" (approval number: 2019S00296) approved by the State Drug Administration. Olopatadine hydrochloride eye drops is mainly used to treat the signs and symptoms of allergic conjunctivitis. It is a mast cell stabilizer and a relatively selective histamine H1-receptor antagonist. It can inhibit type I immediate allergic reactions in vivo and in vitro experiments. At present, the product has been included in the "National Basic Medical Insurance, Work Injury Insurance and Maternity Insurance Drug Catalog (2017 Edition)" and classified as Class B. According to the relevant data of IMS database, in 2018, the global sales of olopatadine hydrochloride eye drops were about 0.37 billion US dollars, and the sales in China were about 10.232 million US dollars. Spike Pharmaceuticals already has the corresponding production line, this time to obtain the registration approval, marking Spike Pharmaceuticals has the qualification to carry out the production and sales of olopatadine hydrochloride eye drops, will further enrich the product line of Spike Pharmaceuticals, help to enhance the competitiveness of the company's pharmaceutical business. (Xia Yingpin)
2020
07-22
Peak International Trade was rated as "excellent delivery warehouse" by the big business"
On April 12, the 2019 Dalian Commodity Exchange Industrial Products Delivery Work Summary Meeting was held in Dalian. Jianfeng International Trading Company was rated as "2018 (Industrial Products) Excellent Delivery Warehouse" and Ruan Weihang, an employee of the International Trading Company, was rated as "2018 (Industrial Products) Excellent Futures Specialist in Designated Delivery Warehouse". The delivery link is the bridge link between the futures and cash markets, an important area of risk prevention and control in the futures market, and a strong guarantee for the smooth operation and function of the market. Since obtaining the qualification of PVC delivery warehouse in 2009, the chemical warehousing and logistics business of international trading company has developed steadily. In terms of management, the international trading company strictly follows the various systems of the Dalian Commodity Exchange to implement warehouse-in and warehouse-in management. The management level has been improved year by year. Broken packages have been handled on the spot, and the loss of goods has been greatly reduced. The management goal of daily clearing has been achieved, and standardized operations have been achieved; in terms of business marketing, the futures business has driven the gradual development and growth of the spot business, futures varieties have developed from a single PVC variety to four varieties of PVC, PP, PE and plywood. The business volume has increased year by year and has exceeded 500000 tons. The operation volume can exceed 2500 tons/day; In terms of customer service, from zero experience in futures business to now, customer reputation has increased year by year, and customer complaints have gradually decreased. The annual excellent delivery warehouse of the judges is the full affirmation of Dalian Commodity Exchange on the functions of international trading companies, market satisfaction, futures management level and standardization of warehouse daily management. Lou Chunming, general manager of the international trading company, said that the international trading company will implement
2020
07-31
Spike New Drug Approved for Registration
On April 16, Jianfeng Pharmaceutical Company received the approval and issuance of Olopatadine Hydrochloride Eye Drops "Drug Registration Approval" (approval number: 2019S00296) approved by the State Drug Administration. Olopatadine hydrochloride eye drops is mainly used to treat the signs and symptoms of allergic conjunctivitis. It is a mast cell stabilizer and a relatively selective histamine H1-receptor antagonist. It can inhibit type I immediate allergic reactions in vivo and in vitro experiments. At present, the product has been included in the "National Basic Medical Insurance, Work Injury Insurance and Maternity Insurance Drug Catalog (2017 Edition)" and classified as Class B. According to the relevant data of IMS database, in 2018, the global sales of olopatadine hydrochloride eye drops were about 0.37 billion US dollars, and the sales in China were about 10.232 million US dollars. Spike Pharmaceuticals already has the corresponding production line, this time to obtain the registration approval, marking Spike Pharmaceuticals has the qualification to carry out the production and sales of olopatadine hydrochloride eye drops, will further enrich the product line of Spike Pharmaceuticals, help to enhance the competitiveness of the company's pharmaceutical business. (Xia Yingpin)
2020
07-30
Peak Cement Won the Bid for National Key Project Daye Peak Becomes Huang-Huang Railway Supplier
On March 19, Daye Jianfeng Cement Company officially received a notice from China Railway Construction Material Collection Center that the company was shortlisted for the new Huang (Mei) Huang (Zhou) railway project in the Hubei section of the Shanghai-Chengdu high-speed railway along the Yangtze River in the second place, and obtained the right to supply the 6th package of cement. This is the first stick undertaken by Daye Jianfeng in 2019, and it is also the second time to enter the high-speed rail project after the Wu (Han) Jiu (Jiang) high-speed rail. The Huanghuang high-speed railway is a component of the "eight vertical and eight horizontal" high-speed railway network in the "National Medium and Long-term Railway Network Plan". It is a component of the Wuhan-Hangzhou and Beijing-Hong Kong-Kowloon high-speed railway network. It has a total length of 125 kilometers and a design speed of 350 kilometers per hour. It will start construction at the end of 2018. It will be opened to traffic in 2021. In addition to the characteristics of large demand for high-speed railway and highway projects, the project time span is long and the product quality requirements are high, especially the high-speed railway project has extremely strict requirements on the alkali content of cement. After participating in the bidding, Yuan Xianming, executive deputy general manager of Daye Peak, organized production, quality control, procurement and other relevant departments for many times to carry out tests on the production of low-alkali cement and adjust the proportion of raw materials. The quality control department also sent samples to the provincial professional inspection department for comparative inspection to ensure product stability. The marketing department carefully checked the details of the tender, strictly checked and repeatedly deduced the bid price. Finally, with the full cooperation of all departments, the successful bidding was passed, finalist Huang-Huang high-speed rail project. It is understood that as the country continues to increase investment in infrastructure transportation construction, daye peak adjusted its work direction at the end of 2018, requiring marketing work in 2019 to focus on key projects.
2020
07-31
Daye Peak Opens "Standard Year"
After the 2019 overhaul ended in early March, Daye Jianfeng Cement Company immediately launched the "Standard Year" activity to carry out standardized rectification in view of a series of defects and problems in the daily management process. The goal of the "Standard Year" activity is to target specific issues that affect employees' work efficiency and safe and environmentally friendly production. Through the formulation of institutionalized work standards, further standardize employees' various operations, improve operational efficiency, and improve grassroots management execution, so as to achieve The purpose of improving the company's image, reducing costs, improving efficiency, and increasing benefits. In order to ensure the smooth progress of the activities, daye peak has set up a promotion team headed by general manager Zhang fengliang to be responsible for the overall promotion of the "standard year" activities, mainly including revising the activity plan, summarizing the standardized implementation standards of various departments, implementing the plan, supervising the implementation progress, evaluating the implementation effect, collecting suggestions and opinions in the implementation process, etc. Based on the foundation, aiming at the details and solving problems is a major feature of Daye peak's "standard year" activity. For example, the "Flange Sealing Operation Standard", which is currently being tried out, not only puts forward standardization requirements for such a "trivial matter" in equipment management as flange sealing, but also attaches "model" photos to make it clear to mechanics What should be done and what should be done. However, this "small standard" aims at three problems: leakage at the production site, extensive mechanic work and waste of materials. Once it becomes the behavior habit of employees, the hygiene and cost control at the production site are bound to be improved. It is understood that Daye peak "standard year" activities plan to continue for three years to promote, activities
2020
07-22
Daye Peak Opens "Standard Year"
After the 2019 overhaul ended in early March, Daye Jianfeng Cement Company immediately launched the "Standard Year" activity to carry out standardized rectification in view of a series of defects and problems in the daily management process. The goal of the "Standard Year" activity is to target specific issues that affect employees' work efficiency and safe and environmentally friendly production. Through the formulation of institutionalized work standards, further standardize employees' various operations, improve operational efficiency, and improve grassroots management execution, so as to achieve The purpose of improving the company's image, reducing costs, improving efficiency, and increasing benefits. In order to ensure the smooth progress of the activities, daye peak has set up a promotion team headed by general manager Zhang fengliang to be responsible for the overall promotion of the "standard year" activities, mainly including revising the activity plan, summarizing the standardized implementation standards of various departments, implementing the plan, supervising the implementation progress, evaluating the implementation effect, collecting suggestions and opinions in the implementation process, etc. Based on the foundation, aiming at the details and solving problems is a major feature of Daye peak's "standard year" activity. For example, the "Flange Sealing Operation Standard", which is currently being tried out, not only puts forward standardization requirements for such a "trivial matter" in equipment management as flange sealing, but also attaches "model" photos to make it clear to mechanics What should be done and what should be done. However, this "small standard" aims at three problems: leakage at the production site, extensive mechanic work and waste of materials. Once it becomes the behavior habit of employees, the hygiene and cost control at the production site are bound to be improved. It is understood that Daye peak "standard year" activities plan to continue for three years to promote, activities
2020
07-31