Pro 2014-012 (Announcement of Jianfeng Group on the Sale of Tianjin Jianfeng Equity)
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2014-012
浙江尖峰集团股份有限公司
关于出售子公司股权的公告
本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。
重要内容提示:
l交易简要内容:本公司的控股子公司浙江尖峰药业有限公司持有天津市尖峰天然产物研究开发有限公司54.5%的股权,本次尖峰药业与法国Diana Naturals SAS公司签订了《有约束力的框架协议》,拟以6322万元(人民币)的价格出售该股权。
l本次交易不构成关联交易
l本次交易不构成重大资产重组
l交易实施不存在重大法律障碍
l本次签订的为有约束力的框架协议,还需经双方进一步谈判和协商,在达成正式股权转让协议并经相关政府部门批准后实施。
一、交易概述
(一)本公司的控股子公司浙江尖峰药业有限公司(以下简称“尖峰药业”)持有天津市尖峰天然产物研究开发有限公司(以下简称“尖峰天然产物”)54.5%的股权。2014年5月28日,尖峰药业与法国Diana Naturals SAS(以下简称“戴安娜天然”)签订了《有约束力的框架协议》-受制于先决条件和合同(以下简称“框架协议”),拟以6322万元(人民币)的价格向戴安娜天然或其指定的买方出售该股权。本次交易不构成关联交易。
(二)董事会审议情况
本公司于2014年5月28日以通信方式召开了八届十六次董事会,公司八名董事全部参加了会议,经审议与表决,董事会以8票同意、0票反对、0票弃权审议通过了该股权转让事宜。
(三)根据公司章程的规定,该股权转让事宜不需报股东大会审议。本次签订的仅为有约束力的框架性协议,后续双方将进一步谈判和协商,在达成正式股权转让协议并经相关政府部门批准后实施。
二、交易对方情况介绍
(一)基本情况
1、企业名称:Diana Naturals SAS
2、注册地:5 rue de la Gare, BP 15, 35560 Antrain, 法国
3、法定代表人:Jean-Yves Parisot
4、注册资本:9,511,920欧元
5、企业性质:简单股份制公司
6、主要办公地点:5 rue de la Gare, BP 15, 35560 Antrain,法国
7、主营业务:戴安娜天然主要从事生产和销售源自天然原料的功能性食品解决方案。
8、控制人:戴安娜天然的控制人为 Diana SAS。
(二)交易对方发展状况
戴安娜天然是戴安娜集团食品部的组成部分,戴安娜集团成立于1990年,是一家针对食品、宠物食品、保健品、水产养殖及化妆品产业提供天然感官与功能性解决方案的法国生物科学公司,主要业务划分为三大领域:食品、宠物食品和健康营养。
戴安娜天然2013年的营业收入为1.33亿欧元,2013年末的资产总额为1.67亿欧元、资产净额为2千3百万欧元,财务数据未经审计。
三、交易标的基本情况
1、交易标的:天津市尖峰天然产物研究开发有限公司的54.5%的股权;
2、注册资本:1000 万元(人民币);尖峰药业占54.5%股权;
3、设立时间:1999年12月;
4、注册地点:天津市经济开发区12大街南黄海路西;
5、主营业务:研究、生产和销售天然植物提取产品;
6、尖峰天然产物的经营和财务情况(2013年数据经具有从事证券、期货业务资格的天健会计师事务所审计,2014年一季度数据未经审计):
|
项目(万元人民币) |
2013年末 |
2014年一季度末 |
|
资产总额 |
8680.41 |
9101.96 |
|
负债总额 |
4493.24 |
4757.73 |
|
净资产 |
4187.17 |
4344.23 |
|
|
2013年 |
2014年一季度 |
|
营业收入 |
10054.52 |
2417.36 |
|
利润总额 |
866.98 |
184.77 |
|
净利润 |
763.41 |
157.06 |
7、资产权属:本次出售的股权无设定担保、抵押及其它任何转让的情况,无涉及该资产的诉讼、仲裁或司法强制以及其它重大争议事项。
四、协议的主要条款
“DIANA” 或“买方”:Diana Naturals SAS或任何其他Diana Naturals SAS或戴安娜集团指定取代其签署股权转让协议的关联公司
“尖峰药业”或“卖方”:浙江尖峰药业有限公司
2014年5月28日,双方签订了一份有约束力的框架协议,协议的主要内容如下:
(一)交易范围
买方确认其有意直接或通过任何其指定的实体收购尖峰天然产物100%的股权,其中向卖方收购其持有的54.5%的股权。
(二)交易对价和估值基础
买方为收购卖方所持有的尖峰天然产物54.5%股权提出交易对价为人民币陆仟叁佰贰拾贰万元(RMB 6322万元)的有约束力的要约, 而该要约为卖方所接受,前提是本交易项下的尖峰天然产物100%股权均出售给买方,并且此要约受制于下文所列的签署前预设条件和股权转让协议的条件。交易对价为各方基于对尖峰天然产物截至2013年12月31日(“基准日”)的财务报表以及全面尽职调查的结果,经双方谈判商定的公司整体价值而确定。
(三)卖方在股权转让协议签署前保证完成的事项
1、卖方同意使买方得以对其分别大约10个关键客户和供应商进行访谈, 以验证与上述合作伙伴的业务的真实性和可持续性;
2、100%尖峰天然产物的股东(“所有卖方”)都应签署与本框架协议的条款和条件实质相同的另一份框架协议;
3、尖峰天然产物所有个人股东签署文件授权尖峰药业董事长代表所有个人股东协商股权转让协议,但所有个人股东均应受买方和蒋先生协商并达成一致的股权转让协议的约束,并分别签署该股权转让协议;
4、在本框架协议签署后,卖方将允许买方查阅尖峰天然产物2013年的最终财务报表;
5、在签署股权转让协议之前, 在不违背中国法律,并在中国政府允许的情况下,将由一家具有资质的天津环境评估公司进行若干有关地下水和土壤污染的标准检测(费用由买方承担)。 评估公司的选择将由各方同意确认;
6、尖峰天然产物取得果蔬粉车间的房地产权证;
7、向有关政府部门取得正式的书面函同意二期土地(定义见下文)的建设延迟至2015年12月;
8、买方将审阅尖峰天然产物准备向有关部门提交的更新高新技术企业(“高新企业”)证书的申请文件;
9、尖峰天然产物总经理承诺在其所得报酬不低于目前水平的前提下,继续在尖峰天然产物任职至少24个月(自交易的交割日起计算);
10、尖峰天然产物现任副董事长在和买方就报酬达成协议的前提下签署顾问合同
More information
In the eastern corner of the production area of Jianfeng Health Technology Company, there is a very inconspicuous building. From below, only a few pipes of uneven thickness can be seen on the top and the slogan "Focus on Environmental Protection and Promote Sustainable Development" with red letters on the yellow background on the stainless steel guardrail. Walking up, you can only see several closed pools and a small room with stacks of documents, test tubes, glass bottles and other testing tools on the table. This is the peak and healthy sewage treatment station. The production sewage of the whole factory area is concentrated here. After adjustment (PH adjustment), pre-acidification, anaerobic, anoxic, aerobic (aeration), precipitation and other links, it is discharged into the pipe network after reaching the special discharge standard. Yin Zhiwu, executive deputy general manager of Jianfeng Health, said that because the sewage treatment station in Wucheng District has not yet been built, Jianfeng Health has not yet been able to achieve pipe discharge, and the relevant national laws have strict requirements on the discharge of water pollutants from the extraction pharmaceutical industry. Sewage discharge must reach a special discharge limit, that is, chemical oxygen demand (COD) must be less than 50 mg/L. Enterprise development and environmental protection are both the concept of peak health since its establishment. In March this year, on the basis of the original environmental protection facilities, Jianfeng Health carried out technical renovation of waste gas collection and treatment facilities, and at the same time installed a sealing cover on the sewage treatment station to realize the closed collection of waste gas. Since the trial operation of this facility in mid-May, the overall effect has been obvious. The original treatment tank would emit an unpleasant smell during work, but now the smell has been significantly reduced. Compared with the young enterprise of peak health, the relatively "older" peak pharmaceutical has more experience in sewage treatment and environmental protection. Akihama
2020
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2016 Annual General Meeting of Shareholders
News from our newspaper On May 19, the on-site meeting of Jianfeng Group's 2016 Annual General Meeting of Shareholders was held in Conference Room 314 of Jianfeng Building to deliberate and pass the "2016 Annual Report on the Work of the Board of Directors" and other proposals. The meeting was convened by the board of directors of Jianfeng Group and chaired by Chairman Jiang Xiaomeng. A total of 6 shareholders and proxies attended the meeting, and the total number of voting shares held by them was 55,604,815, accounting for 16.16 of the total voting shares of the company. Some directors, supervisors and secretary of the board of directors of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates. The meeting was held and voted on by a combination of on-site voting and online voting, it deliberated and passed nine proposals, including the 2016 Work Report of the Board of Directors, the 2016 Work Report of the Board of Supervisors, the 2016 Financial Final Accounts Report, the 2016 Profit Distribution Proposal, the Proposal to Hire the Company's 2017 Audit Institution, the Proposal to Provide Guarantee to Holding Subsidiaries, the 2016 Annual Report and its Summary, the Election of Mr. Huang Sujian as Director of the Company and the Election of Mr. Chen Tianci as Supervisor of the Company. (Zhou Hengbin)
2020
07-31
2016 Annual General Meeting of Shareholders
News from our newspaper On May 19, the on-site meeting of Jianfeng Group's 2016 Annual General Meeting of Shareholders was held in Conference Room 314 of Jianfeng Building to deliberate and pass the "2016 Annual Report on the Work of the Board of Directors" and other proposals. The meeting was convened by the board of directors of Jianfeng Group and chaired by Chairman Jiang Xiaomeng. A total of 6 shareholders and proxies attended the meeting, and the total number of voting shares held by them was 55,604,815, accounting for 16.16 of the total voting shares of the company. Some directors, supervisors and secretary of the board of directors of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates. The meeting was held and voted on by a combination of on-site voting and online voting, it deliberated and passed nine proposals, including the 2016 Work Report of the Board of Directors, the 2016 Work Report of the Board of Supervisors, the 2016 Financial Final Accounts Report, the 2016 Profit Distribution Proposal, the Proposal to Hire the Company's 2017 Audit Institution, the Proposal to Provide Guarantee to Holding Subsidiaries, the 2016 Annual Report and its Summary, the Election of Mr. Huang Sujian as Director of the Company and the Election of Mr. Chen Tianci as Supervisor of the Company. (Zhou Hengbin)
2020
07-31
2016 Annual General Meeting of Shareholders
News from our newspaper On May 19, the on-site meeting of Jianfeng Group's 2016 Annual General Meeting of Shareholders was held in Conference Room 314 of Jianfeng Building to deliberate and pass the "2016 Annual Report on the Work of the Board of Directors" and other proposals. The meeting was convened by the board of directors of Jianfeng Group and chaired by Chairman Jiang Xiaomeng. A total of 6 shareholders and proxies attended the meeting, and the total number of voting shares held by them was 55,604,815, accounting for 16.16 of the total voting shares of the company. Some directors, supervisors and secretary of the board of directors of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates. The meeting was held and voted on by a combination of on-site voting and online voting, it deliberated and passed nine proposals, including the 2016 Work Report of the Board of Directors, the 2016 Work Report of the Board of Supervisors, the 2016 Financial Final Accounts Report, the 2016 Profit Distribution Proposal, the Proposal to Hire the Company's 2017 Audit Institution, the Proposal to Provide Guarantee to Holding Subsidiaries, the 2016 Annual Report and its Summary, the Election of Mr. Huang Sujian as Director of the Company and the Election of Mr. Chen Tianci as Supervisor of the Company. (Zhou Hengbin)
2020
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Jianfeng Pharmaceutical Won Advanced Collective of Municipal Red Cross Humanitarian Promotion Award
On April 24, the Red Cross Society of Jinhua issued a circular commending the advanced units and individuals of the 2016 Red Cross Humanitarian Promotion Award. Peak Pharmaceutical Company won the Red Cross Humanitarian Promotion Award for Advanced Collective. The Red Cross is a social relief organization engaged in humanitarian work, with the purpose of carrying forward the spirit of humanity, fraternity and dedication, protecting human life and health, and promoting the cause of peace and progress of mankind. As a socially responsible enterprise, Jianfeng Pharmaceutical has always attached importance to public welfare and charity work, vigorously promoted the spirit of the Red Cross, and vigorously supported the work of the Red Cross with practical actions. In September 2016, at the theme publicity activity of "World First Aid Day" and the opening ceremony of the municipal Red Cross emergency rescue station (point), Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, donated 6 AEDs known as "life-saving artifact" to the Red Cross on behalf of Jianfeng Pharmaceutical, it is equipped with six Red Cross emergency rescue service stations (points), namely, Jinhua high-speed railway station, sports center, cultural center, Shuanglong scenic spot, Siping village scenic spot and Suoyuan village scenic spot. The configuration of AED equipment has played a very good role in improving the emergency rescue capacity of Jinhua's key locations, and has been affirmed by the Red Cross and related units. (Spike Pharmaceuticals)
2020
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Jingmai Airport Test Flight Successfully Runway Cement Spike Manufacturing
On April 7, a Boeing 737-700 aircraft of China Eastern Airlines Yunnan took off from Kunming. After completing two flight test subjects, it landed safely at Lancang Jingmai Airport. This not only marked the basic completion of the airport flight area, The official start of the test flight also marked that the "Peak" brand airport runway cement passed the first "final exam". Lancang Jingmai Airport is a major project with milestone significance in the history of Pu'er transportation construction. Since then, an air corridor connecting southwest Yunnan and Southeast Asia has been added between Kunming and Pu'er, which will greatly promote the development and utilization of tourism resources in Lancang, Menglian and Ximeng "Pu'er Green Triangle" area, and promote the sustainable development of local economy and society; it is of great significance to strengthen the city's national defense construction, maintain border stability, promote national unity, improve emergency rescue capabilities, and promote Pu'er's integration into the country's "Belt and Road" construction. Since the start of the construction of the airport, Yunnan Jianfeng has been paying close attention to it, organizing technical research and repeated tests, and finally produced high-quality airport runway special cement, and with excellent product quality, superior product performance and high-quality service, it has become a runway for Lancang Airport. Cement manufacturer. This not only fills the gap of "peak" airport special cement, but also is of great significance to promote the "peak" brand and improve the market influence of enterprises. It is understood that Jingmai Airport is initially confirmed to be officially opened to traffic at the end of May. (Li Liangping)
2020
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