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
Recently, it was learned from the competent department that the "ERP/MES full-process informatization" project of Jianfeng Pharmaceutical Company has been included in the list of key projects of "integration of industrialization and industrialization" in Jinhua City, and has now entered the publicity period. In order to speed up the in-depth integration of informatization and industrialization, according to the evaluation criteria in Jinhua City's "Several Opinions on Accelerating Informatization Construction" and "Jinhua City Informatization and Industrialization Integration Key Project Management Measures", 148 projects were included in 2017 Jinhua City's "Integration of Industrialization and Industrialization" key projects. The "ERP/MES Full Process Informatization" project of Jianfeng Pharmaceutical Co., Ltd. was finally included in the list after being recommended, material reviewed and expert reviewed by Jinhua Economic and Information Committee. The ERP-level subsystems of ERP/MES full-process informatization project include sales system, procurement system, MRP system, GMPQbD system, connecting UFIDA financial software and HR system. MES-level subsystems include industrial data acquisition and monitoring system, GAMP/MES system, eBPR (electronic batch production record system), cGMP quality assurance system, QC/eBTR(QC process and electronic batch inspection record system), LIMS system, etc. After the construction is completed, the visualization of drug production process and the collection and integration of industrial data will be realized. Realize the electronization of drug production process parameters, electronic batch production and inspection records; the realization of big data integration of industrial data and information will also be in line with the regulatory concept of GMP data integrity and quality traceability to the greatest extent. The establishment of a unified enterprise information platform will eliminate information islands and realize data one.
2020
07-31
The company's first-half profit record high
According to the 15th meeting of the ninth board of directors of the company on August 25, in the first half of 2017, the company achieved a net profit of 240.5357 million yuan, the highest level in half a year's history. In the first half of 2017, the company focused on the general work policy of "grasping trends, precise development, strengthening management, and improving efficiency", grasping the opportunities brought by economic structure optimization and industrial upgrading, strengthening lean production and management improvement internally, and actively exploring externally Develop new opportunities and continue to promote the "three reductions and three improvements" work. Through the joint efforts of all employees of the company, the best semi-annual performance in history has been achieved. As of the end of June 2017, the company's total assets were 4.226 billion yuan and net assets were 2.511 billion yuan; the company achieved total operating income of 1,305.9327 million yuan, an increase of 18.42 percent over the same period last year, and net profit attributable to owners of the parent company was 240.5357 million yuan, an increase of 132.11 percent over the same period last year. Earnings per share are 0.7 yuan. In the second half of the year, the company will continue to focus on the annual business plan, carry out in-depth work of "three reductions and three improvements", further do a good job in internal control, prevent business risks, and further do a good job in safety and environmental protection. we will further develop and improve the complementary relatively diversified main business structure and constantly enhance the company's core competitiveness. The 15th meeting of the 9th board of directors held on August 25 was presided over by Jiang Xiaomeng, chairman of the group company. Four proposals and reports including the 2017 semi annual report and the proposal on the change of the company's accounting policy were deliberated and passed. on the same day, the 12th meeting of the eighth board of supervisors was held,
2020
07-31
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
07-30
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
07-31
Spike Pharmaceuticals set out to explore a new sales model
Agency and Terminal Link Production and Chain Cooperation Spike Pharmaceuticals to Explore New Sales Models From August 16 to 21, the 2017 China Pharmaceutical Retail Industry Information Conference (hereinafter referred to as "Xipu Conference") with the theme of "Building a Blueprint-Market Awakening Focusing on Demand" was held in Boao, Hainan. Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and relevant leaders of Spike Health, pharmaceutical sales company and Spike Pharma pharmacy were invited to attend the event, to create a new sales model "road". This year coincides with the 10th anniversary of the Western Conference. More than 1200 mainstream chain pharmacies, more than 800 brand pharmaceutical industries, more than 100 cross-border affiliated institutions, more than 130 top domestic and foreign capital institutions, more than 60 representatives of authoritative media, and authoritative experts in the industry, with nearly 4000 people gathered in Boao. The meeting combed the context of the pharmaceutical retail industry in the past ten years, discussed the development of the industry in the new decade, and built a new blueprint for the industry. During the meeting, Huang Jinlong led the peak participants to have in-depth exchanges with the organizers of the conference and industry experts on issues such as the impact of national policies such as the brand strategy of enterprises, the role of brand enterprises in the industry, medical reform, prescription outflow, etc. on the original sales mode of pharmaceutical enterprises. He also had extensive contact with pharmaceutical counterparts and terminal chains, listened to front-line sales experience, collected relevant information on terminal chains, and collected market trends of the top 100 chains. In the past ten years, the scale of drug retail sales in China has increased from 143 billion yuan to 337.7 billion yuan, and the chain rate has increased from 35.3 percent to 49.4 percent.
2020
07-31
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
07-31