Pro 2014-017 (Jianfeng Group Disposal of Assets Announcement)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2014-017
Zhejiang Jianfeng Group Co., Ltd.
Announcement on Disposal of Assets 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 assumes individual and joint responsibility for the truthfulness, accuracy and completeness of its contents .
Important Content Note:
l Brief Content: The Jiangnan Pharmaceutical Factory of Zhejiang Jianfeng Pharmaceutical Co., Ltd., a controlling subsidiary of the Company, located at 1756 Binhong Road, Xiguan Village, Jinhua Development Zone, is to be demolished. Recently, the Jinhua Economic and Technological Development Zone Management Committee and Zhejiang Jianfeng Pharmaceutical Co., Ltd. signed an Agreement to expropriate the land and other assets of Jianfeng Pharmaceutical Jiangnan Pharmaceutical Factory, and compensate for the expropriated land and real estate. The total compensation is 95.9167 million yuan (RMB).
l This matter does not constitute a related party transaction
l This matter does not constitute a major asset reorganization
l There are no major legal obstacles to the implementation of this matter
l According to the provisions of the Company's Articles of Association, this matter needs to be submitted to the Board of Directors of the Company for consideration, but does not need to the shareholders' meeting for consideration.
1. Overview
(I) In view of the fact that Jinhua municipal government has carried out renovation and demolition of enterprises in Jinhua Jiangnan Development Zone in order to speed up economic transformation and urban transformation. The company's holding subsidiary Zhejiang Jianfeng Pharmaceutical Co., Ltd. (hereinafter referred to as "Jianfeng Pharmaceutical") is located at No. 1756 Binhong Road, Xiguan Village, Jinhua Development Zone, and the Jiangnan Pharmaceutical Factory is planned to be demolished. June 2014 30 , Jinhua Economic and Technological Development Zone Management Committee (hereinafter referred to as "Jinhua Economic Management Committee") and Zhejiang Jianfeng Pharmaceutical Co., Ltd. signed the Agreement. Jinhua Economic Management Committee will purchase and store 37016.3 ㎡ of land from Jiangnan Pharmaceutical Factory of Jianfeng Pharmaceutical Co., Ltd. and compensate and reward the expropriated land, real estate and other assets. The total amount of compensation and reward is 95.9167 million yuan (RMB).
(II) Board of Directors Review
The company held the 17th meeting of the 8th board of directors by correspondence on June 30, 2014. All eight directors of the company participated in the voting, the board of directors passed the "Proposal on Demolition of Jianfeng Pharmaceutical Jiangnan Pharmaceutical Factory" with 8 votes in favor, 0 votes against and 0 abstentions.
(III) According to the Articles of Association of the Company, the disposal of the asset is not required to be submitted to the General Meeting of Shareholders for consideration.
2. The main bodies of both parties
The main bodies of both parties in this asset disposal are the Management Committee of Jinhua Economic and Technological Development Zone and Zhejiang Jianfeng Pharmaceutical Co., Ltd., a holding subsidiary of the Company.
3. Disposal of Assets
(I) Basic Information
Involving this demolition is the overall assets such as houses, equipment and land use rights of Jianfeng Pharmaceutical Jiangnan Pharmaceutical Factory. The property rights of this part of the assets are clear, there are no mortgages, pledges or any other restrictions on transfer, no judicial matters such as seizure, freezing, litigation or arbitration, and no other circumstances that hinder the transfer of assets.
Jianfeng Pharmaceutical Jiangnan Pharmaceutical Factory is the main production base of Jianfeng Pharmaceutical's solid preparations. It was transformed on the basis of the acquisition of Jinhua Monosodium glutamate Factory in 1994. There are existing production lines and supporting facilities for tablets, dripping pills, freeze-dried powder injections, cephalosporin aseptic sub-packaging powder injections, bulk drugs, etc. Among them, the production lines for tablets and dripping pills are in normal production, freeze-dried powder injection, cephalosporin aseptic powder injection, raw materials and other production lines in Jinxi base for off-site transformation.
(II) Asset Evaluation
. For this asset transfer, Kunyuan Asset Evaluation Co., Ltd., which is qualified to engage in securities and futures business, was hired to conduct asset evaluation and issued "Asset Evaluation Report " (Kunyuan Evaluation Report [2014] No. 221). The base date of the assessment is April 30, 2014. For assets such as houses, pipelines and non-removable equipment, the replacement cost method is mainly used to determine their assessed value ; for non-removable trees, according to their specific varieties, specifications and other major parameters, the current market price is used as the compensation value; for removable equipment, according to the current relevant market price standards, the compensation value is based on the reasonable relocation expenses required for its protective demolition in the original factory area and its relocation to the new factory area to resume normal use. As for the land use right, Jinhua Huacheng Real Estate Land Evaluation Co., Ltd. entrusted Jinhua Huacheng Real Estate Land Evaluation Co., Ltd. to evaluate the land use right and issued "Land Evaluation Report ". This appraisal is based on the value of the land use rights contained in the appraisal report as its demolition compensation value. The evaluation results are listed below:
Project |
Net Book Value (Yuan) |
Appraisal Value (Yuan) |
Value Added (Yuan) |
Value Added Ratio (yuan) |
1. Housing Compensation Value |
10455370.00 |
21273590.00 |
10818220.00 |
103.47% |
2. Structures compensation Value |
2741175.40 |
3907960.00 |
1166784.60 |
42.57% |
3. Pipeline and Other Concealed Works Compensation Value |
1016483.53 |
847130.00 |
-169353.53 |
-16.66 |
4. Seedling Greening Compensation Value |
1354860.00 |
1354860.00 |
||
5. non-removable equipment compensation value |
3632714.15 |
3862560.00 |
229845.85 |
6.33% |
6. Removable Equipment Compensation Value |
1936160.00 |
|||
7. Land Compensation Value |
4678895.40 |
37756626.00 |
33077730.60 |
706.96% |
Total |
22524638.48 |
70938886.00 |
46478087.52 |
206.34% |
this evaluation, the value-added of the house appraisal was 103.47 per cent and the value-added of the land appraisal was 706.96 per cent, mainly due to the fact that the land of the plant was acquired earlier and the cost of building the house was lower. In addition, the assessed value of the compensation value of the removable equipment is based on the reasonable relocation costs required for the protective demolition of the part of the equipment and the relocation to the new plant area to return to normal use, not the replacement value of the part of the equipment.
2. This asset transfer is based on the "Asset Appraisal Report" issued by Kunyuan Asset Appraisal Co., Ltd., and the compensation and incentives for the demolished assets are determined through negotiation between the two parties. The main contents of the
4. agreement
"Jinhua Economic Management Committee" or "Party A": Jinhua Economic and Technological Development Zone Management Committee
"Jianfeng Pharmaceutical" or "Party B": Zhejiang Jianfeng Pharmaceutical Co., Ltd.
Party A and Party B intend to sign an agreement in the near future. The main contents of the agreement are as follows:
(I) Party B agrees that Party A shall purchase and store the land located at Jiangnan Pharmaceutical Factory, No. 1756 Binhong Road, Xiguan Village, Jinhua Development Zone, with the land use certificate No. 6-3344 of Jinshi Guoyong (2003) Zi. The land is industrial land with a land area of 37016.3 ㎡.
(II) Party A to compensate and reward the above-mentioned land, real estate, equipment and appendages expropriated by Party B, according to the evaluation report issued by Kunyuan Asset Evaluation Co., Ltd. (Kunyuan Evaluation Report [20 14 ] 221 </
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