Announcement on Related Transactions of Peak Pharmaceutical's Capital Increase
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 公告编号:临2019-013
债券简称:13尖峰02 债券代码:122344
浙江尖峰集团股份有限公司
关于尖峰药业增资的关联交易公告
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 拟增资控股子公司名称:浙江尖峰药业有限公司(以下简称:尖峰药业)
l 拟增资金额:10000万元,其中:本公司出资9916万元。
l 特别风险提示:尖峰药业是本公司与金华市通济国有资产投资有限公司(以下简称“通济国投”)共同出资组建,本公司占注册资本的99.16%、通济国投占0.84%。通济国投是本公司第一大股东,持有本公司16.15%股权,为本公司关联法人,本次共同对尖峰药业增资属于关联交易事项。
一、关联交易概述
(一)本次增资基本情况
浙江尖峰药业有限公司是本公司的控股子公司,近年来尖峰药业的投资较多,资金需求较大,导致尖峰药业的负债率偏高,为了优化尖峰药业财务结构、增加实力,本公司及通济国投拟以货币方式共同对尖峰药业进行增资,本次增资总额为人民币10,000万元,各股东按持股比例增资。
(二)关联交易履行的审议程序
本次关联交易,本公司出资金额为9916万元,未超过公司2018年度经审计净资产的5%,且不构成《上市公司重大资产重组管理办法》规定的重大资产重组。根据上海证券交易《股票上市规则》及公司《章程》的规定,需提交董事会审议,但不需要提交股东大会审议。
2019年4月26日,公司召开了第十届董事会第10次会议,公司现有九名董事,其中八名董事亲自参加了会议,杜自弘董事委托蒋晓萌董事代为出席会议并表决,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,公司关联董事蒋晓萌、刘波先生需回避该议案的表决。经审议与表决,董事会以7票同意、0票反对、0票弃权审议通过了《关于尖峰药业增资的关联交易议案》。
公司独立董事对该事项进行了事前审议,同意将该议案提交给公司第十届董事会第10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:该关联交易事项的相关资料准备齐全,交易双方以相同价格、按原比例增资,交易价格公允。该决议的形成符合《公司法》、公司《章程》等有关规定,未发现有损害公司及中小股东权益的情形。同意对尖峰药业增资的关联交易。
二、关联方介绍
(一)关联方的基本情况
1、名称:金华市通济国有资产投资有限公司
2、企业性质:有限责任公司(国有独资)
3、注册地:浙江省金华市婺城区八一南街387号信华大楼401-406室
4、法定代表人:刘波
5、注册资本:人民币9500万元
6、主营业务:一般经营项目:授权的国有资产投资、经营。
7、关联人最近一年的主要财务指标
截止2018年12月31日,通济国投的资产总额35558.1万元,净资产35444.48万元,净利润为1692.04万元。(未经具有证券从业资格的会计师事务所审计)
(二)关联关系
通济国投是本公司第一大股东,持有本公司16.15%股权,为本公司关联法人,且公司董事长蒋晓萌先生、董事刘波先生兼任通济国投的董事,按照《上海证券交易所股票上市规则》有关规定,本次共同对尖峰药业增资属于关联交易事项。
三、尖峰药业的基本情况
1、交易标的基本情况
(1)名称:浙江尖峰药业有限公司
(2)企业性质:有限责任公司
(3)注册地: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
(4)法定代表人:蒋晓萌
(5)注册资本:人民币19853万元
(6)主营业务: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。(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)
尖峰药业由本公司与通济国投共同出资组建,本公司占注册资本的99.16%、通济国投占0.84%。
2、尖峰药业的主要合并财务数据(单位:万元)
|
科目 |
2018年12月31日 |
|
资产总额 |
144410.77 |
|
负债总额 |
105736.43 |
|
归属于母公司所有者股东权益 |
38674.34 |
|
资产负债率 |
73.22% |
|
|
2018年度 |
|
营业收入 |
148762.44 |
|
归属于母公司所有者净利润 |
3696.70 |
以上财务指标经据有证券从业资格的天健会计师事务所审计。
四、关联交易的主要内容
(一)关联交易价格确定的原则和方法
本次增资,尖峰药业原股东双方按原比例共同增资,以按每元注册资本1元的价格进行增资。
(二)本次增资总额为人民币10,000万元,本公司持有尖峰药业99.16%的股权,按持股比例享有9916万元的增资权;通济国投持有尖峰药业0.84%的股权,按持股比例享有84万元的增资权。
本公司以现金向尖峰药业进行增资,出资金额9916万元;通济国投以现金向尖峰药业进行增资,出资金84万元。
增资完成后,尖峰药业的注册资本增加到29853万元,各股东的持股比例保持不变。
(三)双方的增资款,在2019年9月30日前汇至尖峰药业账户。
五、该关联交易的目的以及对上市公司的影响
由尖峰药业经营的医药业务是公司两大主营业务之一,对尖峰药业的增资有助于改善其资产结构,增强公司实力和竞争力。尖峰药业的发展壮大,将有助于公司医药产业的健康持续发展。
特此公告。
l 报备文件
(一)公司第十届董事会第10次会议决议
(二)第九届监事会第6次会议决议;
(三)独立董事的独立意见
(四)独立董事关于公司关联交易的事前认可事项
浙江尖峰集团股份有限公司
董事会
More information
Spike New Drug Approved for Registration
On April 16, Jianfeng Pharmaceutical Company received the approval and issuance of Olopatadine Hydrochloride Eye Drops "Drug Registration Approval" (approval number: 2019S00296) approved by the State Drug Administration. Olopatadine hydrochloride eye drops is mainly used to treat the signs and symptoms of allergic conjunctivitis. It is a mast cell stabilizer and a relatively selective histamine H1-receptor antagonist. It can inhibit type I immediate allergic reactions in vivo and in vitro experiments. At present, the product has been included in the "National Basic Medical Insurance, Work Injury Insurance and Maternity Insurance Drug Catalog (2017 Edition)" and classified as Class B. According to the relevant data of IMS database, in 2018, the global sales of olopatadine hydrochloride eye drops were about 0.37 billion US dollars, and the sales in China were about 10.232 million US dollars. Spike Pharmaceuticals already has the corresponding production line, this time to obtain the registration approval, marking Spike Pharmaceuticals has the qualification to carry out the production and sales of olopatadine hydrochloride eye drops, will further enrich the product line of Spike Pharmaceuticals, help to enhance the competitiveness of the company's pharmaceutical business. (Xia Yingpin)
2020
07-22
Peak International Trade was rated as "excellent delivery warehouse" by the big business"
On April 12, the 2019 Dalian Commodity Exchange Industrial Products Delivery Work Summary Meeting was held in Dalian. Jianfeng International Trading Company was rated as "2018 (Industrial Products) Excellent Delivery Warehouse" and Ruan Weihang, an employee of the International Trading Company, was rated as "2018 (Industrial Products) Excellent Futures Specialist in Designated Delivery Warehouse". The delivery link is the bridge link between the futures and cash markets, an important area of risk prevention and control in the futures market, and a strong guarantee for the smooth operation and function of the market. Since obtaining the qualification of PVC delivery warehouse in 2009, the chemical warehousing and logistics business of international trading company has developed steadily. In terms of management, the international trading company strictly follows the various systems of the Dalian Commodity Exchange to implement warehouse-in and warehouse-in management. The management level has been improved year by year. Broken packages have been handled on the spot, and the loss of goods has been greatly reduced. The management goal of daily clearing has been achieved, and standardized operations have been achieved; in terms of business marketing, the futures business has driven the gradual development and growth of the spot business, futures varieties have developed from a single PVC variety to four varieties of PVC, PP, PE and plywood. The business volume has increased year by year and has exceeded 500000 tons. The operation volume can exceed 2500 tons/day; In terms of customer service, from zero experience in futures business to now, customer reputation has increased year by year, and customer complaints have gradually decreased. The annual excellent delivery warehouse of the judges is the full affirmation of Dalian Commodity Exchange on the functions of international trading companies, market satisfaction, futures management level and standardization of warehouse daily management. Lou Chunming, general manager of the international trading company, said that the international trading company will implement
2020
07-31
Spike New Drug Approved for Registration
On April 16, Jianfeng Pharmaceutical Company received the approval and issuance of Olopatadine Hydrochloride Eye Drops "Drug Registration Approval" (approval number: 2019S00296) approved by the State Drug Administration. Olopatadine hydrochloride eye drops is mainly used to treat the signs and symptoms of allergic conjunctivitis. It is a mast cell stabilizer and a relatively selective histamine H1-receptor antagonist. It can inhibit type I immediate allergic reactions in vivo and in vitro experiments. At present, the product has been included in the "National Basic Medical Insurance, Work Injury Insurance and Maternity Insurance Drug Catalog (2017 Edition)" and classified as Class B. According to the relevant data of IMS database, in 2018, the global sales of olopatadine hydrochloride eye drops were about 0.37 billion US dollars, and the sales in China were about 10.232 million US dollars. Spike Pharmaceuticals already has the corresponding production line, this time to obtain the registration approval, marking Spike Pharmaceuticals has the qualification to carry out the production and sales of olopatadine hydrochloride eye drops, will further enrich the product line of Spike Pharmaceuticals, help to enhance the competitiveness of the company's pharmaceutical business. (Xia Yingpin)
2020
07-30
Peak Cement Won the Bid for National Key Project Daye Peak Becomes Huang-Huang Railway Supplier
On March 19, Daye Jianfeng Cement Company officially received a notice from China Railway Construction Material Collection Center that the company was shortlisted for the new Huang (Mei) Huang (Zhou) railway project in the Hubei section of the Shanghai-Chengdu high-speed railway along the Yangtze River in the second place, and obtained the right to supply the 6th package of cement. This is the first stick undertaken by Daye Jianfeng in 2019, and it is also the second time to enter the high-speed rail project after the Wu (Han) Jiu (Jiang) high-speed rail. The Huanghuang high-speed railway is a component of the "eight vertical and eight horizontal" high-speed railway network in the "National Medium and Long-term Railway Network Plan". It is a component of the Wuhan-Hangzhou and Beijing-Hong Kong-Kowloon high-speed railway network. It has a total length of 125 kilometers and a design speed of 350 kilometers per hour. It will start construction at the end of 2018. It will be opened to traffic in 2021. In addition to the characteristics of large demand for high-speed railway and highway projects, the project time span is long and the product quality requirements are high, especially the high-speed railway project has extremely strict requirements on the alkali content of cement. After participating in the bidding, Yuan Xianming, executive deputy general manager of Daye Peak, organized production, quality control, procurement and other relevant departments for many times to carry out tests on the production of low-alkali cement and adjust the proportion of raw materials. The quality control department also sent samples to the provincial professional inspection department for comparative inspection to ensure product stability. The marketing department carefully checked the details of the tender, strictly checked and repeatedly deduced the bid price. Finally, with the full cooperation of all departments, the successful bidding was passed, finalist Huang-Huang high-speed rail project. It is understood that as the country continues to increase investment in infrastructure transportation construction, daye peak adjusted its work direction at the end of 2018, requiring marketing work in 2019 to focus on key projects.
2020
07-31
Daye Peak Opens "Standard Year"
After the 2019 overhaul ended in early March, Daye Jianfeng Cement Company immediately launched the "Standard Year" activity to carry out standardized rectification in view of a series of defects and problems in the daily management process. The goal of the "Standard Year" activity is to target specific issues that affect employees' work efficiency and safe and environmentally friendly production. Through the formulation of institutionalized work standards, further standardize employees' various operations, improve operational efficiency, and improve grassroots management execution, so as to achieve The purpose of improving the company's image, reducing costs, improving efficiency, and increasing benefits. In order to ensure the smooth progress of the activities, daye peak has set up a promotion team headed by general manager Zhang fengliang to be responsible for the overall promotion of the "standard year" activities, mainly including revising the activity plan, summarizing the standardized implementation standards of various departments, implementing the plan, supervising the implementation progress, evaluating the implementation effect, collecting suggestions and opinions in the implementation process, etc. Based on the foundation, aiming at the details and solving problems is a major feature of Daye peak's "standard year" activity. For example, the "Flange Sealing Operation Standard", which is currently being tried out, not only puts forward standardization requirements for such a "trivial matter" in equipment management as flange sealing, but also attaches "model" photos to make it clear to mechanics What should be done and what should be done. However, this "small standard" aims at three problems: leakage at the production site, extensive mechanic work and waste of materials. Once it becomes the behavior habit of employees, the hygiene and cost control at the production site are bound to be improved. It is understood that Daye peak "standard year" activities plan to continue for three years to promote, activities
2020
07-22
Daye Peak Opens "Standard Year"
After the 2019 overhaul ended in early March, Daye Jianfeng Cement Company immediately launched the "Standard Year" activity to carry out standardized rectification in view of a series of defects and problems in the daily management process. The goal of the "Standard Year" activity is to target specific issues that affect employees' work efficiency and safe and environmentally friendly production. Through the formulation of institutionalized work standards, further standardize employees' various operations, improve operational efficiency, and improve grassroots management execution, so as to achieve The purpose of improving the company's image, reducing costs, improving efficiency, and increasing benefits. In order to ensure the smooth progress of the activities, daye peak has set up a promotion team headed by general manager Zhang fengliang to be responsible for the overall promotion of the "standard year" activities, mainly including revising the activity plan, summarizing the standardized implementation standards of various departments, implementing the plan, supervising the implementation progress, evaluating the implementation effect, collecting suggestions and opinions in the implementation process, etc. Based on the foundation, aiming at the details and solving problems is a major feature of Daye peak's "standard year" activity. For example, the "Flange Sealing Operation Standard", which is currently being tried out, not only puts forward standardization requirements for such a "trivial matter" in equipment management as flange sealing, but also attaches "model" photos to make it clear to mechanics What should be done and what should be done. However, this "small standard" aims at three problems: leakage at the production site, extensive mechanic work and waste of materials. Once it becomes the behavior habit of employees, the hygiene and cost control at the production site are bound to be improved. It is understood that Daye peak "standard year" activities plan to continue for three years to promote, activities
2020
07-31