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
On December 30, the group company held a special study meeting. Members of the group's party committee and management team concentrated on learning the spirit of the central economic work conference and the Zhejiang provincial party committee economic work conference. From December 16 to 18, the annual Central Economic Work Conference was held in Beijing, which made it clear that in 2021, "we should continue to implement a proactive fiscal policy and a prudent monetary policy, maintain the necessary support for economic recovery, be more accurate and effective in policy operation, do not make sharp turns, and grasp the effectiveness of the policy. It is necessary to make good use of the precious time window, concentrate on promoting reform and innovation, and take high-quality development as the general tone of the 14th five-year Plan. It is proposed to strengthen the national strategic scientific and technological strength, enhance the independent and controllable ability of the industrial chain supply chain, adhere to the strategic basis of expanding domestic demand, and comprehensively promote reform and opening up. On the 25th, the Zhejiang Provincial Party Committee Economic Work Conference was held in Hangzhou to make specific arrangements for the economic development of Zhejiang Province in 2021. At the study meeting, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, together with the leaders attending the meeting, analyzed and studied the key issues raised at the economic work conference of the central and Zhejiang provincial party committees one by one. In his study and discussion, Jiang Xiaomeng stressed that the current neo-coronary pneumonia epidemic is still spreading around the world, the world economy is in a deep recession, the risk of strong stimulus policies in developed countries has spilled over, the global industrial chain supply chain cycle has been blocked, and international trade and investment have shrunk; major strategic achievements have been made in the prevention and control of the domestic epidemic, and the economy has recovered steadily, but there is still greater uncertainty of instability. China has turned to the stage of high-quality development, the economy has been improving for a long time, the development resilience is strong, and the overall social situation is stable. At the same time, the problem of unbalanced and inadequate development in China is still prominent, the reform task of key links in key areas is still arduous, and the innovation ability is not suitable; at present and in the future, China's development is still in an important period of strategic opportunities, but there are new development and changes in opportunities and challenges, we are accelerating the construction of a new development pattern with the domestic cycle as the main body and the domestic and international double cycle promoting each other. The economic work conference of the Central Committee and the Zhejiang provincial Party committee has set the tone and pointed the way for the future development of enterprises. Party organizations at all levels and enterprise management teams should seriously organize and study, deeply understand the spirit of the conference, correctly understand and judge the future policy direction and industry trend, scientifically plan the work of the new year in combination with the actual work of the enterprise, and promote the better development of the enterprise. (this newspaper reporter)
2021
01-04
A few days ago, Tianjin Jianfeng Flanders Company successfully passed the national high-tech enterprise re-identification review work, and once again joined the ranks of high-tech enterprises after the transformation of the enterprise. The original development orientation of Flanders is pharmaceutical excipients, which belongs to the biomedical industry supported by the state. Its products are mainly aimed at major pharmaceutical factories, with clear product standards and strong technical pertinence, so it has been recognized as a national high-tech enterprise for a long time. Starting from 2019, Flanders has embarked on an industrial transformation in the direction of healthy functional foods. The food industry has a variety of products and serves a wide range of people. Enterprises need to come up with products with unique value in order to be accepted and recognized by the market. The difficulty of identifying high-tech enterprises has also increased accordingly. In order to do a good job in the application evaluation of high-tech enterprises, Flanders, in addition to further combing the achievements of previous technological innovation, has also adjusted and established a high-level R & D team on the basis of establishing postdoctoral workstations in cooperation with Shenyang Pharmaceutical University and Tianjin University of traditional Chinese Medicine, and strengthened technological innovation and intellectual property protection in the direction of new industries. For more than a year, Flanders has successfully transformed, produced and put on the market a number of small molecule functional foods and special dietary products such as Huizhi Gold Drink. In order to further accelerate the pace of development in the health food industry, Flanders has successively joined the Tianjin Health Association, Tianjin Food Safety Association and other food industry organizations; and with the strong support of the Tianjin Association for Science and Technology, it began to prepare for the establishment of the Tianjin Medical and Health Society Health Industry Professional Committee. National high-tech enterprises identified once every three years. The person in charge of Flanders said that the company is currently in a critical period of development and transformation. The identification of high-tech enterprises is not only the recognition of the work of Flanders in the past two years by the competent authorities and the industry, but also will provide assistance to the future development of the company. In the future, Flanders will further increase its scientific research efforts, continue to develop and create new products with high-tech content, and make more contributions to public health. (Liu Hairong)
2020
12-22
On the afternoon of December 2, Sang Weiliang, secretary of the Qiandongnan Prefecture Party Committee of Guizhou Province, Wu Ming, deputy director of the Standing Committee of the State People's Congress, Long Zaichong, deputy secretary-general of the State Party Committee, and the main party and government leaders of Huangping County visited Huangping Jianfeng Cement Co., Ltd. to investigate and investigate, and preach the spirit of the Fifth Plenary Session of the 19th Central Committee of the Party. After visiting and understanding the company's production process, Sang Weiliang said happily: "I am very satisfied with the construction of a modern, clean and standardized cement production line in such a short period of time!" At the peak of Huang Ping, Sang Weiliang conveyed and preached the main contents of the spirit of the Fifth Plenary session of the 19th CPC Central Committee. He pointed out that governments at all levels in Qiandongnan Prefecture should thoroughly study and implement the spirit of the Fifth Plenary session of the 19th CPC Central Committee, earnestly implement the decisions and arrangements of the plenary session, focus on the main line of high-quality development, firmly grasp industrial projects, pay close attention to industrial economy, fully promote high-quality economic and social development, and strive to start a new journey of socialist modernization. We should persist in promoting the "four wheels" of new industrialization, we should pay close attention to the industrial economy, accelerate the transformation and upgrading of industrial industries, improve quality and efficiency, and strive to promote high-quality development and achieve stability and long-term development. During the investigation, Hu Hongwei, general manager of Huang Ping Jianfeng, introduced the basic situation of Jianfeng Group and Huang Ping Jianfeng to the state and county leaders, and focused on the equipment and process advantages of the production line, production process, production process, product quality control indicators, as well as various consumption indicators and emission indicators at the leading level in China. He also reported some problems and difficulties encountered after the formal operation of the enterprise. In view of the deficiencies in road traffic construction in Huangping County, Sang Weiliang asked the transportation department to strengthen communication, report and docking, strive for relevant support, do a solid job in the "14th Five-Year Plan" transportation development plan, further improve the road network connection and improve the transportation system, and provide strong support for the development of advantageous enterprises in Huangping Jianfeng and other regions. Sang Weiliang and his party also conducted in-depth research in the production workshop, checked the operation of the production line, and talked with the line staff. At the end of the investigation, he highly affirmed the construction and production work of Huang Ping Jianfeng for more than a year. The development of enterprises must take the road of sustainable development. It is necessary to ensure product quality and take into account the local ecology in order to develop in a long-term and sustainable manner. Sang Weiliang hopes that the Huangping County Government will do its best to ensure service, firmly establish a sense of service, and actively serve the enterprise. Serve, sincerely solve practical difficulties for the enterprise, create a good business environment, and help the enterprise achieve better development; also hope that Huang Ping Jianfeng will continue to play a pioneering role, jointly promote the high-quality economic and social development of Huangping County. (Pan Yi)
2020
12-22
Beirunning won the "13th Five-Year Chinese Medical Science and Technology Iconic Achievement" Award
From December 8 to 11, under the guidance of China Pharmacists Association, China over the counter drug Association and China Medical Education Association, the "2020 national pharmaceutical economic information conference and rice room annual meeting" sponsored by punctuation information (Group) was held in Guangzhou. During the event, the authoritative professional media of Chinese medicine, "Pharmaceutical Economics", released the list of "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" and awarded the honorary certificate. The peak pharmaceutical product Berunning (Olopatadine Hydrochloride Eye Drops) is among them. Great changes have taken place in China's pharmaceutical industry during the 13th Five-Year Plan period. Drug review reform, consistency evaluation, volume procurement and other heavy policies in-depth promotion, driving the pharmaceutical industry innovation and upgrading. Chinese pharmaceutical leading enterprises take advantage of the trend, devote themselves to the development of new drugs, actively promote international registration, expand the international market, carry out international mergers and acquisitions, in the world life science stage blooming Chinese style. Lin Jianning, director of the Southern Institute of Pharmaceutical Economics of the State Drug Administration, combed the current operation of the pharmaceutical economy in detail and led the delegates to think deeply about the new changes in the pharmaceutical market in 2021. The industry authoritative media "Pharmaceutical Economic News" sponsored by the Southern Institute of Pharmaceutical Economics released the "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" list during the event. The selection of this award aims to explore the scientific and technological achievements of China's pharmaceutical industry during the 13th five-year Plan period from the dimensions of scientific and technological innovation, clinical efficacy, market share and industry influence, so as to help transform pharmaceutical scientific and technological achievements. to help China move from a big pharmaceutical country to a pharmaceutical power. Pinnacle Pharmaceuticals' product, Berunning, is on the list. Berunning is the first eye drops to pass the consistency evaluation in China, and by virtue of its antagonistic histamine H1-receptor, stable mast cell two-way anti-allergy unique efficacy has been widely concerned. Beirunning in the treatment of children with allergic conjunctivitis has good effect, fast curative effect, will not cause significant mast cell degranulation, so the use of more safe, and almost no adverse reactions to the eye tissue, is the current treatment of allergic conjunctivitis an ideal drug. Since its launch in 2019, Berunning has received unanimous recognition and praise from domestic ophthalmologists. (Xu Yuting)
2020
12-22
On December 15, Xing Zhihong, deputy secretary of the Jinhua Municipal CPC Committee and acting mayor, accompanied by Cai Yan, secretary of the Wucheng District CPC Committee, Huang Guojun, and other leaders, visited the company for research, discussed and exchanged views with the company's management team, and put forward hope for the future development of Jianfeng as a leading enterprise in Jinhua City. Jiang Xiaomeng, chairman of the group company, introduced to Xing Zhihong and his party the development strategy, industrial layout, business performance in recent years, scientific and technological innovation, management innovation, as well as the work in charity, poverty alleviation and so on, which was fully affirmed by Xing Zhihong. Xing Zhihong said in the exchange that the peak is Jinhua's landmark enterprise and Jinhua's pride. It is not easy to stick to the industry for many years. Peak has a clear strategic direction and policy, and its good business performance in recent years has fully proved the courage and foresight of the management team. In view of the current situation that the pattern of economic competition at home and abroad is undergoing tremendous changes and the country's increasing requirements for environmental and ecological development, Xing Zhihong hopes that in the future work, Jianfeng will unswervingly follow the path of innovation and development, further increase investment in innovation and research and development, and further promote Green environmental protection production sets an example for Jinhua enterprises. He also hopes that the peak can "lay out the golden industry in the golden area", not only the enterprise itself through technological innovation to achieve high-quality development, but also further lead the upstream and downstream industries, attract potential and competitive enterprises to invest in Jinhua, forming a cluster effect. The municipal party committee and municipal government will also actively study and introduce better support policies to further optimize the business environment, so that enterprises can do a good job in production and operation without distractions, so that Jinhua can form a better industrial ecology. (this newspaper reporter)
2020
12-22