Announcement of providing guarantee for the holding company
Release time:
2021-05-20
证券简称:尖峰集团 证券代码:600668 编号:临2020-006
浙江尖峰集团股份有限公司
为控股子公司提供担保的公告
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
● 被担保人名称:浙江尖峰药业有限公司、上海北卡医药技术有限公司及其全资子公司、贵州黄平尖峰水泥有限公司、浙江尖峰国际贸易有限公司。
● 拟设定融资担保额度:设定融资担保额度8.8亿元。
● 本次担保是否有反担保:无
● 对外担保逾期的累计数量:无
一、担保情况概述
2020年4月24日,公司以现场与通讯表决相结合的方式召开了第十届董事会第14次会议,公司现有八名董事,全体董事亲自参加了会议,符合《公司法》和《公司章程》的有关规定,所做决议合法有效。会议由蒋晓萌董事长主持,经审议与表决,以8票同意、0票反对、0票弃权,审议通过了《关于对控股子公司提供担保的议案》。
该议案需提交股东大会审议。
二、被担保人基本情况
1、浙江尖峰药业有限公司(以下简称“尖峰药业”),注册资本29853万元,其中:本公司占99.16%,注册地址:浙江金华市婺城区白汤下线高畈段58号X02幢办公质检楼二楼,主要经营:药品研发与生产(凭有效许可证件经营);进口生产、科研所需的原辅料;进口机械设备、仪器仪表及零配件。
2、上海北卡医药技术有限公司(以下简称“上海北卡”),注册资本2275.93万元,其中:本公司占61.48%,注册地址:上海市松江区申港路3802号21幢,主要经营:医药和化学专业技术领域内的技术开发、技术咨询、技术服务、技术转让;机械设备、仪器仪表、食用农产品(不含生猪产品)、化肥、饲料添加剂、化工原料及产品(除危险品)批发零售;医药中间体的开发、销售;从事货物及技术的进出口业务。上海北卡拥有三家全资子公司:安徽新北卡化学有限公司、安徽尖峰北卡药业有限公司、安徽众望制药有限公司。
3、贵州黄平尖峰水泥有限公司(以下简称“贵州尖峰”),注册资本15000万元,本公司占100%,注册地址:贵州省黔东南苗族侗族自治州黄平县谷陇工业园区,主要经营:研发、生产、销售水泥制品及工艺设备;普通硅酸盐水泥及商品砼、水泥制品、石灰石、人工砂、碎石、骨料的制造销售。
4、浙江尖峰国际贸易有限公司(以下简称“尖峰国贸”),注册资本3000万元,其中:本公司占93.33%、尖峰药业占6.67%,注册地址:浙江金东经济开发区常春西路88号,主要经营: 国家法律法规允许的、无需前置审批的货物与技术进出口;道路货物运输;道路运输站(场)经营;食品经营;医药中间体、制药设备等销售及网上销售;国家法律和政策允许的商务咨询服务活动;开展进出口货物的国际运输代理业务,普通货物仓储服务。
三、上述子公司2019年经审计的主要财务数据(单位:万元)
|
|
总资产 |
负债总额 |
流动负债总额 |
银行借款总额 |
资产净额 |
营业总收入 |
归属于母公司所有者净利润 |
|
尖峰药业 |
152,583.62 |
94,668.43 |
89,358.62 |
200.00 |
57,915.19 |
158,023.23 |
2,246.16 |
|
上海北卡 |
32,909.43 |
20,637.00 |
20,445.93 |
|
12,272.43 |
30,701.87 |
-1,880.02 |
|
尖峰国贸 |
14,899.38 |
12,084.51 |
11,987.01 |
|
2,814.87 |
13,551.38 |
701.79 |
|
贵州尖峰 |
57,039.16 |
46,634.64 |
36,634.64 |
10,000.00 |
10,404.52 |
|
-1,166.62 |
四、提供担保的主要内容
1、对控股子公司的融资及担保,设定如下额度:
|
被担保单位 |
额度(万元) |
|
浙江尖峰药业有限公司 |
30000 |
|
上海北卡医药技术有限公司及其全资子公司 |
20000 |
|
贵州黄平尖峰水泥有限公司 |
30000 |
|
浙江尖峰国际贸易有限公司 |
8000 |
|
合计 |
88000 |
同意上海北卡根据实际经营情况与其下属各全资子公司共同使用上述额度。
2、尖峰国贸是大连商品交易所和郑州商品交易所的指定交割仓库,并且正在申请上海期货交易所的期货交割仓库资质,根据各交易所的要求,需要本公司提供保函,对尖峰国贸开展的期货交割仓库业务提供担保。另外,尖峰国贸从事经铁路运输的仓储物流业务,根据铁路部门相关规定,需要本公司提供保函,为尖峰国贸从铁路提货提供担保。
为了保障尖峰国贸顺利开展期货交割仓库和铁路仓储物流业务,拟同意为尖峰国贸的期货交割仓库业务及尖峰国贸从铁路提货出具保函,提供担保。
在设定额度内的金融机构借款及担保事宜均授权本公司董事长决定执行。
五、董事会意见
以上被担保公司都是本公司的控股子公司,本公司能有效控制担保风险,董事会同意以上的担保。
公司三名独立董事对该事项发表了独立意见,认为:被担保公司都是本公司的控股子公司,本公司能有效控制担保风险,该决议的形成符合《公司法》、《公司章程》等有关规定,没有损害中小股东的利益。同意为上述控股子公司提供担保。
六、累计对外担保数量及逾期担保的数量
截止本公告披露日,公司对外担保余额为11000万元,占公司2019年末经审计的合并归属于母公司所有者权益合计的2.90%,均为对控股子公司提供的担保。
截止本公告披露日,本公司没有逾期担保。
特此公告
浙江尖峰集团股份有限公司
董事会
二〇二〇年四月二十八日
More information
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
07-31
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
07-31
Jiang Xiaomeng: A Centennial Enterprise with Craftsman Spirit
Editor's note: A few days ago, the United Front Work Department of the Jinhua Municipal Party Committee, the Municipal Federation of Industry and Commerce and other units jointly launched a large-scale publicity campaign of "2016 Faith and Good Commerce". On October 18, Jinhua media reporters walked into the peak and conducted a collective interview with Chairman Jiang Xiaomeng. On October 21, the front page of Jinhua Daily published an article entitled "Jiang Xiaomeng: A Centennial Enterprise with Craftsman Spirit" written by its reporter Zhang Shuai. This newspaper is reproduced. Jiang Xiaomeng: With the spirit of craftsmanship and a century-old enterprise, speaking of the 58-year development history of Jianfeng Group, Chairman Jiang Xiaomeng's face is filled with passion and confidence. As one of Jinhua's oldest established companies, Spike is more qualified than most companies to imagine a hundred years. In the past 58 years, the peak has experienced ups and downs. Every time it encounters a major turning point, generations of "peak people" have opened a new chapter with tireless efforts and simple wisdom. A set of data shows the development trend: in the first half of this year, the peak achieved operating income of 1.103 billion yuan, an increase of 4.15 percent over the same period last year, and the net profit attributable to the owners of the parent company was 0.103 billion yuan, an increase of 12.9 percent over the same period last year. These data in the current weak domestic economic development, has become more prominent. Someone once asked Jiang Xiaomeng, what is the craftsman spirit? He answered that the essence of the craftsman spirit lies in firmness, steadfastness and professionalism, which is a spirit of excellence and refinement of what you do and the quality of your products. And these are the true portrayal of the peak standing for 58 years, and it is also a model for our "wushang" group to stick to industry, operate with integrity, and serve the country with industry. Looking back on history, through the sea, the formation of cement medicine
2020
07-31
In order to continue to thoroughly implement the spirit of General Secretary Xi Jinping's important speech and promote the healthy growth of people in the non-public sector of the economy and the healthy development of the non-public sector of the economy in Jinhua, the United Front work Department of the Jinhua Municipal CPC Committee, the Municipal Federation of Industry and Commerce and other units jointly carried out a large-scale publicity campaign of "2016 faith, righteousness and good business. On October 18, reporters from Jinhua TV and Jinhua Daily walked into the peak to fully understand the development process and business philosophy of the peak. Launched a series of reports on "Xinyi Good Wushang", aiming to vigorously promote the deeds of Jinhua's local outstanding enterprises, strengthen the construction of integrity in the non-public economy under the new situation, promote traditional virtues, establish new social fashions, actively practice the core values of socialism, and guide people in the industrial and commercial circles. Be a model of patriotism, dedication, law-abiding management, entrepreneurial innovation, and repaying the society; at the same time, through the required course, improve the internal governance structure and practice internal skills to make "patriotism, dedication, integrity, law-abiding, innovation, and contribution" become the new normal of the enterprise and the enterprise, thereby enhancing the corporate brand. In the face of the collective interview of Jinhua media reporters, Jiang Xiaomeng, chairman of the group company, introduced the arduous course of the development of peak entrepreneurship and the future development ideas of cement, medicine and health industries, and focused on the transformation and upgrading of enterprises, innovation and development, social welfare and other aspects. A series of work done. He said that Jianfeng has a history of 58 years since it started its business. It has always adhered to industry, integrity management, and industry to serve the country. In addition to actively assuming social responsibilities and advocating cadres and employees to participate in social welfare activities, it also strives to protect the natural environment and ecological resources in the process of production and operation,
2020
07-31
In order to continue to thoroughly implement the spirit of General Secretary Xi Jinping's important speech and promote the healthy growth of people in the non-public sector of the economy and the healthy development of the non-public sector of the economy in Jinhua, the United Front work Department of the Jinhua Municipal CPC Committee, the Municipal Federation of Industry and Commerce and other units jointly carried out a large-scale publicity campaign of "2016 faith, righteousness and good business. On October 18, reporters from Jinhua TV and Jinhua Daily walked into the peak to fully understand the development process and business philosophy of the peak. Launched a series of reports on "Xinyi Good Wushang", aiming to vigorously promote the deeds of Jinhua's local outstanding enterprises, strengthen the construction of integrity in the non-public economy under the new situation, promote traditional virtues, establish new social fashions, actively practice the core values of socialism, and guide people in the industrial and commercial circles. Be a model of patriotism, dedication, law-abiding management, entrepreneurial innovation, and repaying the society; at the same time, through the required course, improve the internal governance structure and practice internal skills to make "patriotism, dedication, integrity, law-abiding, innovation, and contribution" become the new normal of the enterprise and the enterprise, thereby enhancing the corporate brand. In the face of the collective interview of Jinhua media reporters, Jiang Xiaomeng, chairman of the group company, introduced the arduous course of the development of peak entrepreneurship and the future development ideas of cement, medicine and health industries, and focused on the transformation and upgrading of enterprises, innovation and development, social welfare and other aspects. A series of work done. He said that Jianfeng has a history of 58 years since it started its business. It has always adhered to industry, integrity management, and industry to serve the country. In addition to actively assuming social responsibilities and advocating cadres and employees to participate in social welfare activities, it also strives to protect the natural environment and ecological resources in the process of production and operation,
2020
07-31
In order to continue to thoroughly implement the spirit of General Secretary Xi Jinping's important speech and promote the healthy growth of people in the non-public sector of the economy and the healthy development of the non-public sector of the economy in Jinhua, the United Front work Department of the Jinhua Municipal CPC Committee, the Municipal Federation of Industry and Commerce and other units jointly carried out a large-scale publicity campaign of "2016 faith, righteousness and good business. On October 18, reporters from Jinhua TV and Jinhua Daily walked into the peak to fully understand the development process and business philosophy of the peak. Launched a series of reports on "Xinyi Good Wushang", aiming to vigorously promote the deeds of Jinhua's local outstanding enterprises, strengthen the construction of integrity in the non-public economy under the new situation, promote traditional virtues, establish new social fashions, actively practice the core values of socialism, and guide people in the industrial and commercial circles. Be a model of patriotism, dedication, law-abiding management, entrepreneurial innovation, and repaying the society; at the same time, through the required course, improve the internal governance structure and practice internal skills to make "patriotism, dedication, integrity, law-abiding, innovation, and contribution" become the new normal of the enterprise and the enterprise, thereby enhancing the corporate brand. In the face of the collective interview of Jinhua media reporters, Jiang Xiaomeng, chairman of the group company, introduced the arduous course of the development of peak entrepreneurship and the future development ideas of cement, medicine and health industries, and focused on the transformation and upgrading of enterprises, innovation and development, social welfare and other aspects. A series of work done. He said that Jianfeng has a history of 58 years since it started its business. It has always adhered to industry, integrity management, and industry to serve the country. In addition to actively assuming social responsibilities and advocating cadres and employees to participate in social welfare activities, it also strives to protect the natural environment and ecological resources in the process of production and operation,
2020
07-30