Announcement on the Company's Daily Related Transactions for 2020
Release time:
2021-05-20
证券简称:尖峰集团 证券代码:600668 编号:临2020-007
浙江尖峰集团股份有限公司
关于公司2020年度日常关联交易的公告
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:
- 浙江尖峰集团股份有限公司及控股子公司(以下简称“本公司”)预计 2020 年与本公司联营企业天士力控股集团有限公司及其控股子公司(以下简称“天士力集团”)发生采购、销售等日常关联交易,交易金额合计预计不超过人民币2400万元。
- 本次日常关联交易系本集团日常经营业务中发生的持续性关联交易,遵守“公平、公正、公开”的市场交易原则,不会影响公司独立性,不会对公司的财务状况、经营成果产生不利影响,不会损害本公司或中小股东的利益。
一、日常关联交易基本情况
(一)日常关联交易履行的审议程序
根据公司经营需要,2020年本公司预计与天士力集团发生采购、销售等日常关联交易,预计日常关联交易合计发生额度在本公司2019年底经审计净资产的0.5%到5%之间,根据上海证券交易《股票上市规则》及公司《章程》的规定,该关联交易事项需提交董事会审议,但不需提交股东大会审议。
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。根据《上海证券交易所股票上市规则》的规定,本公司董事会就上述议案进行表决时,关联董事蒋晓萌先生、虞建红先生回避了该议案的表决。经审议与表决,董事会以6票同意、0票反对、0票弃权审议通过了《关于公司2020年度日常关联交易的议案》。
公司独立董事事前对该事项进行了审议,同意将该议案提交给公司第十届董事会第14次会议审议,并对董事会通过该议案发表了同意的独立意见,认为:该项关联交易遵守“公平、公正、公开”的市场交易原则,以招标价或以医疗机构中标价为基准协商确定交易价格,交易金额占销售、采购的比例较小,不会影响本公司独立性,不会对本公司的财务状况、经营成果产生不利影响,不会损害本公司或中小股东的利益。我们同意公司2020年度相关日常关联交易事项。
(二)预计日常关联交易金额 单位:万元
|
交易内容 |
2020年预计金额 |
2020年已发生额 |
2019年发生额(不含税) |
占销售、采购金额的比例% |
|
向关联人购买商品 |
1000.00 |
110.03 |
761.47 |
0.47 |
|
向关联人销售商品 |
1400.00 |
101.94 |
1051.36 |
0.30 |
|
合计 |
2400.00 |
211.97 |
1812.83 |
|
二、关联方介绍和关联关系
(一)关联方的基本情况。
天士力控股集团有限公司,成立于2000年3月30日,公司住所为天津北辰科技园区,法定代表人为闫希军,公司注册资本为34358.90万元人民币。公司经营范围:对外投资、控股;天然植物药种植及相关加工、分离;组织所属企业开展产品的生产、科研、销售、进出口经营业务;各类商品、物资的批发、零售;技术开发、咨询、服务、转让生物技术(不含药品生产与销售)及产品;自有设备、房屋的租赁;各类经济信息咨询;本企业研制开发的技术和生产的科研产品的出口业务;本企业科研和生产所需的技术、原辅材料、机械设备、仪器仪表、零配件的进口业务;本企业的进料加工和“三来一补”业务;矿业开发经营;原料药(盐酸非索非那定、右佐匹克隆)生产;因特网信息服务(除新闻、出版、教育、医疗器械和电子公告以外的信息服务内容,业务覆盖范围:天津市);会议及展览服务;游览景区管理;旅游管理服务;旅游信息咨询服务;门票销售与讲解服务;旅游商品、纪念品开发与销售。(以上经营范围内国家有专营专项规定的按规定办理)。(依法须经批准的项目,经相关部门批准后方可开展经营活动)
截至2019年12月31日该公司总资产3,975,819.95万元、归属于母公司所有者净资产539,910.19万元,2019 年实现营业收入2,055,841.17万元、归属于母公司所有者的净利润3,421.85万元。
(二)与上市公司的关联关系
本公司持有天士力集团20.76%的股权,且本公司董事蒋晓萌先生、虞建红先生兼任天士力集团的董事,根据《上海证券交易所股票上市规则》及其他相关规定,天士力集团及其控股子公司为本公司的关联人,本项交易为关联交易。
|
关联方名称 |
关联关系 |
|
天士力控股集团有限公司 |
本公司董事兼任该公司董事 |
|
天津天士力现代中药资源有限公司 |
天士力集团控制的下属公司,与天士力集团共同构成同一关联人。 |
|
重庆国清中药材有限公司 |
|
|
江苏天士力帝益药业有限公司 |
|
|
天津天士力医药商业有限公司 |
|
|
辽宁卫生服务有限公司 |
|
|
山西天士力康美徕医药有限公司 |
|
|
陕西华氏医药有限公司 |
|
|
天士力(佛山)医药有限公司 |
|
|
天士力(汕头)医药有限公司 |
(三)前期同类关联交易的执行情况和履约能力分析
2019年,公司与天士力集团之间发生的关联交易总额为1812.83万元(不含税),其中,采购商品761.47万元,占公司采购金额的0.47%;销售商品1051.36万元,占公司销售的0.30%。该交易占同类交易金额的比例很小,不影响本公司的独立性。各关联方均依法存续且生产经营正常,经济效益和财务状况良好,履约能力强,不会给交易双方的交易行为带来风险。
三、关联交易主要内容和定价政策
(一)关联交易主要内容
本公司拟在2020年度继续向天士力集团采购复方丹参滴丸、替莫唑胺胶囊、养血清脑丸、水飞蓟宾胶囊、右佐匹克隆片等产品,并继续向其销售力斯得、帕罗西汀、玻璃酸钠滴眼液、醋氯芬酸缓释片、注射用盐酸头孢甲肟、延胡索、生半夏等产品。
(二)定价政策
公司与关联方的交易本着公平、公正、公开的市场交易原则,交易价格主要以招标价或以医疗机构中标价为基准协商确定。
四、关联交易目的和对上市公司的影响
本次关联交易系本公司日常经营业务中发生的持续性关联交易,有利于发挥双方的产品优势和销售的网络优势,实现优势互补,提升营销能力,增加销售收入。同时,天士力集团为本公司的联营企业,本公司持有其20.76%的股权,该公司及其控股子公司的收入增加、效益提升有利于本公司的业绩增长。
该项交易遵守“公平、公正、公开”的市场交易原则,以招标价或以医疗机构中标价为基准协商确定交易价格,交易金额占销售、采购的比例较小,不会影响本公司独立性,不会对本公司的财务状况、经营成果产生不利影响,不会损害本公司或中小股东的利益。
特此公告
- 报备文件
(一)公司第十届董事会第14次会议决议;
(二)第九届监事会第9次会议决议;
(三)独立董事的独立意见
(四)独立董事关于公司日常关联交易的事前认可声明
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
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