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
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
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
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
07-30
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
07-31
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
07-30