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
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New Year Message Zhejiang Jianfeng Group Co., Ltd. Party Secretary, Chairman of Jianfeng Group All colleagues of Jianfeng Group: The law returns to the spring, and Vientiane is renewed. Unconsciously, the unforgettable Year of the Gengzi Rat has become a thing of the past, and the New Year of the Year of the Ox is coming to us in great strides. On behalf of the group company, I would like to express my sincere greetings to all the cadres and employees who have worked hard and dedicated for a year. The past year has been an extraordinary year. The sudden neo-coronary pneumonia epidemic has put the global economy and our country through an unprecedented and complex test. This year, we accurately studied and judged the epidemic situation, formulated and implemented various epidemic prevention and control measures as soon as possible, strengthened the publicity of epidemic prevention and control knowledge, organized and prepared epidemic prevention materials, strengthened the dynamic management of employees' health, and actively organized the resumption of work and production. Effectively curbed the adverse effects of the epidemic on production and operation; while doing a good job in internal epidemic prevention and control, it also donated money and materials to the government, charity, medical institutions, it has made a positive contribution to the joint force "war epidemic. During this period, no one in the whole group was infected, and the most severe period of the epidemic was safe and healthy. This year, we shouldered the extraordinary responsibility during the extraordinary period, made prudent and decisive scientific decisions, gathered the wisdom of all staff to overcome difficulties, and made obvious progress in market expansion, technological transformation, cost control, safety and environmental protection. This year, we paid close attention to the construction of the project. Guizhou Huangping Jianfeng Cement Project was successfully completed and put into production and reached the production standard. The internationalization project of Jianfeng Pharmaceutical, the technological transformation project of Anhui Xinbeika and the new warehouse project of Jianfeng International Trading Company are progressing in an orderly manner. New development projects are also being actively sought and discussed. 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In this year, we have successively won a series of honors, such as "China's top 100 cement clinker production enterprises", "China's top 100 building materials enterprises", "excellent unit of corporate culture brand construction" in Zhejiang Province, "National May 4th Red Flag Youth League Committee", "China's top 500 enterprise credit", "top 100 pharmaceutical industry enterprises" and "top 50 creative enterprises" in Jinhua City, The corporate image and influence have been greatly improved. This year, we encountered many unprecedented difficulties and made more efforts than in previous years. The staff of pharmaceutical companies and large pharmacies are still organizing epidemic prevention materials on New Year's Eve. The backbone of Daye Peak drove "retrograde" thousands of miles back to their posts to organize epidemic prevention and maintenance. 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At present, China is facing a great change not seen in a century, the world pattern is also undergoing great changes, the global epidemic of new crown pneumonia epidemic to accelerate the evolution of this great change. We should be soberly aware that all the existing glory on our report card has become the past, and the future of the peak will meet all kinds of known and unknown risks and challenges, and the grand blueprint of "creating a century-old peak" also requires every peak person to show greater drive, make more efforts, and show unyielding "bull strength" and conscientious "bull spirit", write a more beautiful chapter together. As the saying goes, a year's plan lies in spring. Spring represents the vitality, represents the hope, but also represents the future. At this peaceful and festive moment, let's wish all peak cadres and employees a happy New Year, good health, happy family and all the best!
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As the Spring Festival is approaching, Cai Yan, secretary of the Wucheng District CPC Committee of Jinhua City, visited Jianfeng on January 19 to express condolences to Jiang Xiaomeng, a top-notch talent in Jinhua City and chairman of the group company, and extended festive wishes and greetings to him. I would also like to express my gratitude to Jianfeng for his contribution to Jinhua's economic and social development. Jiang Xiaomeng and Cai Yan exchanged views on the future construction of the ecological corridor in central Zhejiang, the expansion and extension of the Jin Yi Kechuang corridor, and the development direction of biotechnology and medical device industry. They also introduced the new products of the peak pharmaceutical sector and invited her to visit the company's production line. At present, the domestic new coronary pneumonia epidemic has repeated, Jinhua is also strengthening prevention and control efforts, Cai Yan in particular for the peak in the early 2020 epidemic, Wucheng District epidemic prevention work is the most difficult, the most severe situation in a timely manner to lend a helping hand, donated forehead temperature guns, disinfectant, masks and other epidemic prevention materials, to medical institutions to donate money and materials to express gratitude. Cai Yan fully affirmed the business performance and development trend of Jianfeng Group in recent years, and highly praised Jianfeng people's pragmatic and innovative business attitude. She said that the pro-Qing political and business relations formed by Jianfeng Group and various units of the Wucheng District Government over the years have not come easily. She hopes that the two sides will further strengthen exchanges, and the government and enterprises will work together to create a good business environment. The Spring Festival is approaching. I wish Jianfeng will develop to a higher level in the new year, "just like your name", pursuing to rise to the top and constantly climb the peak. (Reporter Chen Shengmu)
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