News Center

Home page

Peak Report

News reports

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 company requires each business segment to formulate medium-and long-term business plans.

According to our newspaper, "if an enterprise wants to develop in the long run, first of all, managers should have a long-term vision." On July 24, when general manager Yu Jianhong deployed the work for the second half of the year at the semi-annual meeting of the group company, he specifically asked all enterprises to formulate specific medium-and long-term business development plans for the next three to five years according to the industrial development trend and the group development strategy. Before making arrangements for the specific key work in the second half of the year, Yu Jianhong emphatically put forward the requirements for each business sector to formulate a business strategy plan for 2016-2018 according to the industry development trend and the group's development strategy. Yu Jianhong pointed out that the current group company's strategic decision-making and strategic development capabilities and efficiency still need to be improved. The publicity, understanding and implementation of the group's development strategy by various companies are not in place. The lack of medium and long-term business planning in each business sector restricts the business of the company. Development, cultivation of core products and profitability, construction of product brands, improvement of business scale and comprehensive strength. Last year, the group company asked the international trading company to formulate three-year work objectives and sign a three-year economic responsibility system with the company's management team. The actual effect shows that this has made the management team's management ideas clearer and more scientific and rational in terms of target setting, work arrangement and business development. For this reason, the group company put forward the requirements for the formulation of medium and long-term development plans for each business sector at this meeting. According to the industry characteristics of each business segment, market environment and other specific circumstances, the company makes requirements for the key content of the development plan of each business segment. For example, the pharmaceutical sector focuses on sales growth targets for key profitable products, product development and

2020

07-30

Condensing the heart and gathering wisdom to seek common development

Compared with the past, a new content has been added in the half year of this year-on the morning of July 24, according to the different industrial sectors of the company, the participating managers were divided into three groups: pharmaceutical industry, cement industry and other industries for special discussion. The theme of the discussion was clear in the meeting notice a week ago: under the current economic situation and industrial environment, how to maintain the improvement of corporate profitability and how to promote better and faster development of enterprises. Jiang Xiaomeng, chairman of the group, and Yu Jianhong, general manager of the group, made guiding speeches in three groups. After the group discussion, the group leaders made a summary report at the conference. Due to the clear theme of the discussion, the management personnel at the meeting were well prepared, and the sparks of ideas collided from time to time during the discussion. Due to the different industrial characteristics and market environment, the communication content of each group also has different emphasis. For example, the pharmaceutical group is most concerned about adjusting marketing strategies, handling the relationship between price and quantity, strengthening technological innovation to improve production efficiency and product quality, and subdividing professional fields to make characteristic markets, etc.; the cement group is more focused on reducing energy consumption, strengthening internal control and management optimization, improving operation efficiency, and extending to upstream and downstream industries; other industry groups have more urgent requirements for clear corporate positioning, strengthening business integration, innovating marketing models, and controlling business risks. But in the final analysis, no matter which aspect the speech focuses on, it finally falls on one point: business operations are facing huge crises and challenges, and they must undergo transformation and upgrading, seek rapid development, and highlight the siege of market competition. Some participants said that due to the correlation between the company's various industries

2020

07-31

The chairman assigned ten "homework questions" to the managers"

News from our newspaper On the afternoon of July 24, Chairman Jiang Xiaomeng put forward ten "homework questions" such as "clear development strategy and self-positioning" for managers at all levels in his concluding speech at the first half of the business analysis meeting ". Before "assigning homework", Jiang Xiaomeng first put forward three "thinking questions": what kind of company are we? What kind of management and what kind of talent team do we need? What kind of difficulties have our products and industries encountered? He pointed out that the peak is a historical, cross-industry, comprehensive joint-stock industrial company, is the product completely full competition, completely rely on their own business judgment, strategic decision-making to operate the company. Only under the framework of various laws and regulations, can we bring more wealth to employees by creating the largest living space and the best benefits. The characteristics of the enterprise, the characteristics of the industry, the historical evolution of the enterprise, and the competitive pattern of the products all directly affect the management mode of the peak. We need to absorb all kinds of talents and use their wisdom to continuously make the peak go on for a long time and achieve the dream of "100-year peak. At present, among the two main businesses of the company, the cement industry has encountered the first negative growth in 25 years, and the price has fallen to the lowest point in nearly 15 years; the increasingly strict management policies of the pharmaceutical industry have brought more challenges and tests to the enterprise. However, the crisis and opportunity always coexist, enterprises to survive and develop, it must keep pace with the times, constantly change. In view of the various changes in the internal status quo and external environment of the enterprise, Chairman Jiang Xiaomeng put forward ten requirements to the management personnel at all levels of the enterprise: the 1. should clarify the development strategy and the enterprise self

2020

07-31

Jiang Xiaomeng Yunnan Jianfeng Lectures on Party Lessons

In order to implement the requirements of the higher-level party committee secretary to give in-depth party lectures in enterprises, on July 4, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, gave a special lecture on "two studies and one doing" for party members at Yunnan Jianfeng Cement Company. In the lecture, Jiang Xiaomeng started from the background, overall requirements, learning and education content, and main measures of the "two studies and one doing" activities. He hoped that all party members and cadres would understand "awe, gratitude, humility, and decent", and put forward "What should the current enterprise do" and "How should the enterprise go in the future" and other issues. Jiang Xiaomeng analyzed the future development trend of cement and pharmaceutical industries in detail, emphasized the importance of seizing opportunities, and pointed out that with the homogenization of cement industry becoming more and more serious, if we want to take the road of differentiated brand development, the core of competition is to strengthen self management and maximize the cost, so as to improve the competitive advantage. As far as Yunnan Jianfeng is concerned, it is necessary to continuously improve the level of process technology management and increase the hourly output by increasing inspection efforts. Starting from strengthening the control of raw material procurement, the quality and price should be controlled. By strengthening sales management, vigorously develop direct agents, and strive to maximize the profit per ton; By strengthening equipment maintenance, reduce equipment accidents and further reduce the consumption of machine materials; Make good use of people, while constantly tapping talents and cultivating new people, we will gradually control the total number of workers and improve labor productivity. According to the current situation and the company's development strategy, what should the party members of the peak do? Jiang Xiaomeng asked all the party members and cadres of Yunnan peak to play a good vanguard and exemplary role and take the lead in learning new knowledge, new technology and new experience.

2020

07-31

Jiang Xiaomeng Yunnan Jianfeng Lectures on Party Lessons

2020

07-31

Cum Military and Civilian Mayor Visits Jinxi Factory

On July 8, Jinhua Mayor and Military and Civilian, Deputy Mayor Sun Rongyan, Municipal Government Secretary-General Zhou Jianmin and other leaders went to Jinxi Development Zone to investigate and visit Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory. The picture shows the army and the people visiting the production workshop accompanied by Shen Quan, director of the Jinxi factory. (Contributor by Zhang Mingyin)

2020

07-31

< 1...58 59 60 61 > 跳转到页