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
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-31
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-30
The company's two projects received financial subsidies for the integration of the two.
Recently, according to the requirements of relevant documents of the municipal government, the municipal economic and information Commission and the municipal finance bureau, the two projects of the group company's "human resources management system" and the "automation project of traditional Chinese medicine extraction workshop" of the peak health technology company passed the review and obtained the financial subsidy funds for the integration of the two in Jinhua city in 2016. The "Human Resources Management System" project of the group company will be implemented from July 2015 to January 2016. The project includes functional modules such as organizational structure management, employee information management, contract management, salary management, welfare management, report management, etc. The information platform of human resource management has been set up in the whole group, and nearly 3000 employees of the whole group have been included in this system, which has changed the stand-alone version mode of the previous personnel management system. It is easy to use and has easy expansibility, which can not only meet the current management requirements of the enterprise, it can also adapt to the needs of future enterprise development and changes, and the design of the system architecture can improve the efficiency of database operation and security management, data concentration and distribution processing. The "Automation Project of Traditional Chinese Medicine Extraction Workshop" project of Jianfeng Health combines the current situation and development requirements of the enterprise, taking the construction of the project with an annual output of 1000 tons of Chinese herbal pieces and 1000 tons of plant extraction as an opportunity to deeply study the production process, and gradually establish a unified, comprehensive, integrated and real-time shared management information platform through systematic planning, gradual promotion, continuous improvement and perfection. Compared with the traditional production process, the project reduces the interference of human factors, improves the on-site operating environment, saves labor costs to a certain extent, and improves the utilization rate of raw materials, energy and equipment.
2020
07-31
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-30
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-31
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-31