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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

The Party committee of the company organized and studied the spirit of the Sixth Plenary Session of the 18th CPC Central Committee

The Sixth Plenary Session of the 18th Central Committee of the Communist Party of China was held in Beijing from October 24 to 27. It reviewed and approved the "Several Guidelines on Political Life within the Party under the New Situation" and the "Regulations on Inner-Party Supervision of the Communist Party of China. On November 22, the party committee of the group company successively held party committee and branch secretary meetings to learn the spirit of the sixth Plenary session of the 18th CPC Central Committee and put forward requirements for organizational construction and party member management. At the branch secretary meeting, Jiang Xiaomeng, secretary of the party committee of the group company, preached the main contents of "some guidelines on Inner-Party political Life under the New situation" and "regulations on Inner-Party Supervision of the Communist Party of China. He pointed out that seeking truth from facts, integrating theory with practice, keeping close ties with the masses, criticizing and self-criticism, democratic centralism, and strict party discipline are the basic norms and working principles of inner-party political life accumulated by the Communist Party of China for several generations. In the new social environment, some party members and cadres have bred some unhealthy atmosphere, which has damaged the image and interests of the party, the Sixth Plenary Session of the 18th Central Committee of the Communist Party of China proposed to strengthen and standardize the political life within the party, take the party constitution as the foundation, adhere to the party's political line, ideological line, organizational line and mass line, strive to enhance the political, contemporary, principled and fighting nature of the party's political life, and strive to enhance the party's ability of self purification, self improvement, self innovation and self improvement, Efforts should be made to improve the party's leadership and governance level, efforts should be made to safeguard the authority of the Party Central Committee, ensure the unity and unity of the party, maintain the advanced nature and purity of the party, and strive to form a centralized, democratic and disciplined party in the whole party

2020

07-31

Jinxi plant environmental protection facilities through the completion of acceptance

On November 1, Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory successfully obtained the approval from Zhejiang Environmental Protection Department that the environmental protection facilities of the project passed the completion acceptance, and a key work of Jianfeng Pharmaceutical in 2016 came to an end. Jianfeng Pharmaceutical's annual output of 35 tons of cephalosporins, anti-tumor drugs and other raw material production lines and various preparation production lines technological transformation projects started construction in Jinxi Development Zone in October 2012 and were almost completed in September 2015. The construction of the project strictly abided by the "three simultaneous" system of environmental protection, conscientiously implemented the requirements in the environmental impact assessment report and its approval documents, and invested 19.34 million yuan in environmental protection facilities. The plant has basically realized the separation of clean and sewage. A new wastewater treatment system with a daily treatment capacity of 700 cubic meters and a "physical, chemical and biochemical" treatment process has been built, and an online monitoring device networked with the environmental protection department has been installed. All kinds of production wastewater, public works wastewater and domestic sewage are treated by the wastewater station and sent to Jinxi Sewage Treatment Plant for centralized treatment; there is an RTO regenerative incineration device of 10000 cubic meters per hour and a centralized treatment device of 4000 cubic meters per hour for chlorine-containing organic waste gas. All kinds of waste gas are discharged after collection and treatment. In October 2015, with the approval of Jinhua Economic and Technological Development Zone Branch of Jinhua Environmental Protection Bureau, the trial production of Jinxi project was carried out. After more than half a year of operation, in early July 2016, Zhejiang Environmental Monitoring Center Station carried out completion acceptance monitoring of environmental protection treatment facilities such as waste water and waste gas of Jinxi Pharmaceutical Factory, and issued a completion acceptance monitoring report of environmental protection facilities at the end of August.

2020

07-31

Jinxi plant environmental protection facilities through the completion of acceptance

2020

07-31

Jinxi plant environmental protection facilities through the completion of acceptance

2020

07-30

Daye Jianfeng Safety Standard was awarded as the only award-winning enterprise in daye city in 2015.

Due to the achievements made in the establishment of secondary safety production standardization, daye peak cement company recently received a special award of 200000 yuan from daye municipal government. In order to encourage industrial and commercial enterprises in the region to improve their production safety, daye municipal government set up a special fund in 2015, stipulating that 200000 yuan will be awarded to those who pass the secondary safety standardization review before December 31, 2015. It is understood that among the industrial and commercial enterprises in daye city, there were 4 enterprises that applied for and passed the examination in 2015, but only daye peak passed the examination before December. Therefore, Daye Peak has become the only enterprise that has won the special award for the establishment of the safety standard in Daye City in 2015. (Ye Meifang)

2020

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Two Cement Enterprises Start to Implement "Big Patrol Inspection"

With the change of the competition situation in the industry, the profit space of cement production enterprises has been greatly squeezed. Reducing costs and increasing efficiency and job optimization have become the inevitable choice to improve the enterprise's own development ability and enhance the core competitiveness. In accordance with the requirements of the group company to realize the transformation from extensive management to lean management, combined with the advanced experience of peer enterprises, recently, Yunnan peak, daye peak two enterprises have implemented "big inspection" to promote the overall optimization of posts. On November 1, daye peak post inspection officially started full operation, starting from the limestone storage yard at the source of the production line to the cement storage. the original 15 posts were merged, and the best experienced mechanics, electricians and post workers were transferred to form a large inspection class, which was mainly responsible for on-site emergency disposal and post routine maintenance to ensure the normal production of the whole production line. In order to ensure the smooth implementation of the large-scale inspection, daye peak management team has repeatedly communicated and discussed with the heads of relevant workshops and departments, and held a special workshop post optimization promotion meeting in September to clarify objectives and responsibilities, formulate implementation steps, and do a lot of preparatory work. At the kick-off meeting for the implementation of the large-scale inspection on October 31, Zhang Fengliang asked daye peak employees to recognize the current situation of serious cement overcapacity and cruel market competition, understand the necessity of implementing the large-scale inspection, and asked the workshop leaders to do a good job in training and guiding the employees, shorten the transition period, normalize the operation of the large-scale inspection as soon as possible, and at the same time, managers should also change their working ideas and concepts and do a good job in full-time, strengthen the inspection, overhaul and maintenance of the regular day shift, and find and solve the problems existing in the equipment and process in time.

2020

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