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
News from our newspaper On December 3, the second Yangtze River Delta G60 Science and Technology Corridor Nine Cities People's Congress Work Exchange Meeting and the People's Congress Representative Enterprise Alliance Founding Meeting was held in Wuzhen, Jiaxing. Jianfeng Group is the first batch of NPC representative enterprise alliance members. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, attended the establishment ceremony of the enterprise alliance and spoke on behalf of Jinhua enterprises. The Yangtze River Delta G60 Nine Cities People's Congress Representative Enterprise Alliance is an exchange platform for nine cities and cities, including Songjiang District, Jiaxing City, Hangzhou City, Jinhua City, Suzhou City, Huzhou City, Xuancheng City, Wuhu City, and Hefei City. Gather superior resources, play a representative role, establish a mutually beneficial, cooperative and win-win development mechanism, and continuously promote information exchange, resource sharing, commercial cooperation, and industrial docking among enterprises in nine cities, actively promote the realization of higher-quality integrated development in the Yangtze River Delta region, and promote the construction of the G60 Science and Technology Corridor in the Yangtze River Delta. Li Weining, deputy secretary of the party group and deputy director of the standing Committee of the Zhejiang Provincial people's Congress, said at the meeting that the establishment of the enterprise alliance will further give full play to the advantages of NPC deputies and entrepreneurs, promote win-win cooperation and innovative development of enterprises in nine cities, and gather strength for taking the initiative to serve the national strategy. At the ceremony, Jiang Xiaomeng and other nine representatives of entrepreneurs pressed the button together to announce the establishment of the alliance. After that, around the theme of the meeting, the participants spoke on strengthening entrepreneurship and innovation, deepening exchanges and cooperation, undertaking social responsibility, and promoting integrated development. In his keynote speech on "Cooperation and Innovation to Strengthen the Main Business, Standardize Science and Seek Development", Jiang Xiaomeng introduced the 62-year development history of the peak; the "two-wheel drive, two-wheel drive, two-wing development, and complementary advantages" mainly cement and medicine, supplemented by health products, trade and logistics, etc. business pattern and the development policy of various industries; in recent years, all-round innovation and improvement in technology, products, management; actively assume social responsibility through donations, poverty alleviation, etc. He said that Jianfeng Group attaches great importance to the opportunity of the integration of the Yangtze River Delta, and has been actively integrating into the Yangtze River Delta economic circle, using the broad platform of the G60 Science and Technology Innovation Corridor to continuously improve the construction of the R & D platform. In the future, Jianfeng will continue to strengthen cooperation and exchanges with enterprises in the region, further make the enterprise stronger and better for a long time, and enhance the resilience and vitality of enterprise development; always bear in mind the original intention and mission, constantly create benefits, seek returns for shareholders, seek well-being for employees, seek development for enterprises, create wealth for society, and strive to become a respected century-old enterprise. (Reporter Chen Shengmu) Representatives of the Nine City Entrepreneurs People's Congress who participated in the ceremony jointly pressed the alliance establishment button
2020
12-11
Chairman's advice on the "14th Five-Year Plan"
On December 2, the standing Committee of the Jinhua Municipal people's Congress held a forum of deputies to the National people's Congress to listen to the opinions and suggestions of deputies at all levels on the formulation of the 14th five-year Plan of Jinhua City. As a member of the Standing Committee of the Municipal People's Congress, Jiang Xiaomeng, chairman of the group company, participated in the discussion and offered suggestions on how to better promote the innovation and development of enterprises during the "14th Five-Year Plan" period. At the symposium, 12 provincial and municipal people's congress representatives combined their actual work and focused on building a medical center in central and western Zhejiang during the "14th Five-Year Plan" period, promoting the high-quality development of the private economy, upgrading the energy level of the metropolitan area, developing modern agriculture and promoting rural revitalization, Actively put forward opinions and suggestions on optimizing financial services. Chairman Jiang Xiaomeng said in his speech that the "Fourteenth Five-Year Plan and Proposals for 2035" of the Jinhua Municipal Party Committee have put forward practical directions, goals and requirements for the future development of Jinhua in all aspects. It is very comprehensive and exciting. In view of the future talent team construction and the innovation and development of private enterprises in Jinhua City, he put forward three suggestions: to promote the construction of talent highland and lay a solid foundation for building an innovative city. It is hoped that the municipal government will further focus on "how to attract and retain more foreign talents, how to cultivate more local innovative talents, how to realize the transformation and landing of scientific and technological achievements, and how to make scientific and technological innovation make greater contributions to the future development of Jinhua", and implement the measures of recruiting, attracting, using and retaining talents. Improve the information resource platform to provide guidance and help for the transformation and upgrading of enterprises. Jinhua enterprises generally have shortcomings such as small scale, low industrial level, lack of independent brands, product homogeneity, and low added value, coupled with direct financing difficulties, high financing thresholds, short deadlines, small amounts, and rising resource elements. And other factors, resulting in higher operating costs. There are also many enterprises facing difficulties in transformation. They are at a loss as to where and how to turn. It is hoped that during the "14th Five-Year Plan" period, the municipal government will further make full use of the advantages of the resource platform whose information symmetry is much higher than that of enterprises, study and grasp the future industry outlet, guide the development goals of enterprises in the general direction, and set up learning benchmarks; provide for the transformation and upgrading of enterprises Support in many aspects; fully match research and development elements such as scientific research institutes and expert teams with enterprises, and strive to promote the transformation and landing, and better promote the high-quality development of enterprises. Strengthen the integration of subdivided industries and create gold-lettered signboards. It is hoped that the municipal government will further strengthen the planning and integration of subdivided industries, gradually form and give full play to the effect of industrial clusters, further guide enterprises to take the road of brand, scale, efficiency and quality, and the government will issue policies to guide integration. through the joint efforts of enterprises and the government, so as to reverse the long-term situation of many, small, scattered and chaotic industries in the past, form industrial clusters with characteristic advantages, and promote the sound development of the industry. (this newspaper reporter)
2020
12-11
Peak Health Obtain National High-tech Enterprise Recognition
Recently, the national high-tech enterprise certification management network announced the "list of the first batch of high-tech enterprises to be recognized in Zhejiang Province in 2020". Jianfeng health technology company successfully entered the list through the municipal, provincial and national three-level examination, and officially entered the ranks of national high-tech enterprises. The identification of high-tech enterprises is a comprehensive evaluation and identification of the core independent intellectual property rights, the ability to transform scientific and technological achievements, the organization and management level of research and development, growth indicators and talent structure of the enterprise. Since its establishment, Jianfeng Health has been relying on technological innovation and technological progress to promote the development of enterprises, keeping up with the cutting-edge technology of the industry, and constantly improving the value, scientific and technological content and market share of products. As a provincial agricultural science and technology research and development center, Jianfeng Health has a high-quality technical team and advanced equipment, and has long-term cooperation with well-known scientific research institutions across the country. The person in charge of the company said that being recognized as a national high-tech enterprise is the recognition of Jianfeng Health's innovative research and development in biology and new medicine, natural medicine and sustainable utilization of traditional Chinese medicine resources over the years by the competent government departments at all levels. it will further promote the process of independent innovation and independent research and development of the company. In the future, Jianfeng Health will continue to develop high-quality new pharmaceutical products, and continue to promote the sustainable use of drug resources. At the same time, it will pay more attention to independent innovation, protect intellectual property rights, continue to increase R & D investment, cultivate professional talent team, enhance the company's core competitiveness, and enrich the enterprise's innovation and development potential; Further strengthen the company's technological innovation ability and the transformation ability of scientific and technological achievements, and provide strong technical support for the sustained, strive to become the backbone of the development of the industry. (Yang Haolou Yongzeng)
2020
12-11
Peak re-listed China's top 100 building materials enterprises
News from this newspaper China Building Materials Enterprise Management Association recently released the "2020 Top 500 Chinese Building Materials Enterprises List", and Jianfeng Group ranked among the "2020 Top 100 Chinese Building Materials Enterprises". This series of lists has been released every year since 2002, and has received extensive attention and active participation from governments at all levels, building materials authorities and building materials companies, and has become a vane of China's building materials industry. In order to enhance the authority, credibility and influence of information release, the list cooperates with various building materials professional associations and local building materials associations of the China Building Materials Federation system. Data collection is carried out through various channels such as recommendation of local building materials associations and building materials professional associations, enterprise declaration, public information, special investigation, etc. The selection scope includes registration in China (excluding foreign capital in China, wholly-owned and holding enterprises of Hong Kong, Macao and Taiwan), or registered overseas, the investment subject is a Chinese natural or legal person, the main business is in the territory, all engaged in production, service, scientific research, design, commerce, supply, logistics and other building materials enterprises and units of the whole industry chain. Peak since participating in the activities, has been ranked for many years in China's top 100 building materials enterprises. (this newspaper reporter)
2020
12-11
Huang Ping peak officially completed! The company donated education support funds to Huang Ping
According to our newspaper, the early winter in Guizhou was warm and cold, and the Huang ping peak factory area was waving colorful flags. on the morning of November 20, relevant leaders and guests from Zhejiang and Guizhou gathered in gulong town, "the world's first Miao township", to witness the completion and commissioning of the 4500t/d cement clinker production line project of Guizhou Huang ping peak cement company. The Huangping Jianfeng Cement Project is the second project in the southwest of the peak cement plate, and it is also the first east-west poverty alleviation cooperation project of the peak in Guizhou. Since the construction started in the first half of 2019, after 18 months of efforts by all the construction and construction personnel, the project construction and process technical debugging have been fully completed, the production line operation has basically reached the design target, and the "peak" brand bagged and bulk cement has been put on the market in southeast Guizhou and surrounding areas. The completion and commissioning ceremony of Huang Ping peak was presided over by Yu Jianhong, general manager of the group company. Leaders and guests attending the ceremony included relevant leaders of Jinhua Municipal people's Congress and CPPCC, leaders and heads of functional departments in Qiandongnan Prefecture, Huangping County and Gulong Town of Guizhou Province, relevant responsible persons of Zhejiang Branch and Guizhou Branch of Agricultural Bank of China, representatives of directors and supervisors of Jianfeng Group, responsible persons of Guizhou cement Association, Huangping peak project cooperation units and peer enterprises, as well as representatives of agents and end customers. Hu Hongwei, general manager of Huang Ping Jianfeng, introduced the project construction and the overall situation of the enterprise to the leaders and guests. He said that the completion and commissioning is a new beginning for Huangping Peak. In the future, it will further strengthen refined management, strengthen production quality control, safe production, and high-quality services to contribute to the construction of Southeast Guizhou and the well-being of Huangping people. Yang Zhi, head of the people's Government of Huangping County, said in a speech at the ceremony that the Huangping peak cement project is a key investment attraction project in Huangping County. It took only 18 months from the start of construction to the production, creating a "peak speed" and demonstrating the "peak spirit". The completion and commissioning of the project has laid a solid industrial foundation for solving the employment and income increase of the local poor people, expanding the total industrial economy of Huangping, promoting Huangping to win the battle against poverty, and achieving the goal of a comprehensive well-off society. In the future, Huangping County will certainly serve the development of enterprises at a higher level, constantly consolidate and develop "pro-Qing" political and business relations, earnestly safeguard the legitimate rights and interests of enterprises, and take more effective measures to constantly deepen the reform of "management and service". Improve work style, improve service quality, optimize the business environment, and create a good atmosphere of pro-business, safe business, and rich business. Sun Hongwei, a first-level inspector of the Zhejiang Branch of the Agricultural Bank of China, spoke on behalf of the Agricultural Bank and congratulated Huang Ping on the completion and commissioning of the peak. In his speech, Chen Zhishi, deputy director of the Standing Committee of Jinhua Municipal People's Congress, expressed heartfelt congratulations on the successful completion and commissioning of the new dry process cement clinker production line of Guizhou Huangping Jianfeng Cement Company on behalf of the four teams of Jinhua. He said that poverty alleviation cooperation between the east and the west is an important decision-making and deployment of the Party Central Committee and the State Council, and it is also an unshirkable political responsibility. Jianfeng Group's investment in cement projects in Huangping is not only a concrete action in response to the call of the Party Central Committee and the State Council, but also an active choice for enterprises to jump out of Zhejiang for development and break through the bottleneck of resource elements. He hopes that the party committees, governments and functional departments at all levels in Qiandongnan Prefecture and Huangping County will continue to care and support the development of Huangping Jianfeng Company and continue to create a high-quality development environment for the enterprise. It is hoped that Huangping Jianfeng Company will actively lead the high-quality development of Huangping industry, fully promote the development of related industries and the employment of local residents, and contribute to the enhancement of county economic strength. Looking forward to deepening cooperation and exchanges between the two places, give full play to Jinhua's industrial and market advantages and Qiandongnan's ecological and labor advantages, strengthen tourism cooperation, labor cooperation, and industrial cooperation between the two places, and promote cooperation and exchanges between the two places to a deeper level, higher level, and broader field. Jiang Xiaomeng, secretary of the party committee and chairman of the board of directors of the group company, delivered a speech at the ceremony. On behalf of the company, he expressed his heartfelt thanks to the party committees, governments and functional departments at all levels in Zhejiang and Guizhou, the special poverty alleviation fund support of Agricultural Bank of Zhejiang Province, the project cooperation construction units, equipment supply manufacturers, and all cadres and employees of Huangping peak in Guizhou for their hard work. He said that Jianfeng is an old enterprise with a history of 62 years. Huang Ping Jianfeng is the youngest member of the Jianfeng family. He hopes that all cadres and employees of Guizhou Huangping Jianfeng will inherit and carry forward the spirit and culture of Jianfeng, and be scientific and innovative. Pay attention to management and seek standardization; Dare to fight hard, love dedication, and build the enterprise into a green, environmentally friendly and efficient modern enterprise, create a good career development platform for employees, make due contributions to Guizhou's economic development and industry transformation and upgrading, and write a new chapter in the history of peak development. In order to thank Huang Ping's fellows for their support and love, with the approval of the board of directors, the company decided to donate 200000 yuan of education assistance funds to Huang Ping County to support the development of Huang Ping's education. At the completion ceremony, Chairman Jiang Xiaomeng made a donation on behalf of the company, and Lin Ganli, member of the Standing Committee of the Huangping County Party Committee, Minister of the United Front Work Department, and Secretary of the Party Committee of Gulin Town, accepted the donation on behalf of Huangping County. At the end of the ceremony, Huang Jinchao, director of Jinhua Decision-making Advisory Committee, Fu Lichang, former vice chairman of Jinhua CPPCC, Jiang Tinggui, deputy director of Qiandongnan Prefecture People's Congress Standing Committee, Lin Changfu, secretary of Huangping County Party Committee, and Chairman Jiang Xiaomeng jointly pressed the starting ball for the official completion and commissioning of the 4500-ton cement clinker production line project in Huangping, Guizhou. After the ceremony, the leaders and guests visited the Huang Ping peak factory and production line. (this newspaper reporter)
2020
12-01
Jiang Xiaomeng Elected First President of Jinhua High-tech Enterprise Association
News from our newspaper On the afternoon of November 24, the inaugural meeting of Jinhua High-tech Enterprise Association was grandly held in Jinhua Cultural Center. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, was elected as the first president of the association. With the strong support of the Municipal Science and Technology Bureau, Jinhua High-tech Enterprise Association was jointly initiated and established by Jianfeng Group, Jinfei Group, Wanliyang, Kehui Medical, Dawei High-tech, and Peking University Science and Technology Park. Promote the development of our city's high-tech industry, improve the independent innovation capabilities of enterprises, strengthen industry-university-research cooperation with universities and scientific research institutes, and build a bridge between the government and enterprises, provide information, technology, consulting and personnel training services for high-tech enterprises. According to statistics, Jinhua City currently has 990 national high-tech enterprises, and the number is increasing at a rate of about 300 per year, showing a good trend of accelerating cultivation and growth, and is gradually becoming the promotion of Jinhua City's industrial transformation and upgrading and high-quality economic development. Important force. Zhang Xinyu, vice mayor of Jinhua City, pointed out in his speech at the inaugural meeting that high-tech enterprises are the main force of technological innovation and the main engine of high-quality economic development. It is hoped that the association will give full play to its advantages in linkage, build a "heart-to-heart bridge" for government-enterprise communication, be a "vanguard" in scientific and technological innovation, be a "waiter" for enterprise development, and build a "gathering place" for innovative talents. we will constantly stimulate the enthusiasm and creativity of the broad masses of scientific and technological personnel and innovative subjects, and strive to create a new situation for the prosperity and development of Jinhua's high-tech industry. After democratic election by members, Jiang Xiaomeng, chairman of the group company, was elected as the first president of the High-tech Enterprise Association. In his inaugural speech, Jiang Xiaomeng said that in recent years, the state has paid unprecedented attention to scientific and technological innovation, paid unprecedented attention to private economy and entrepreneurs, and high-tech enterprises in Jinhua City have also developed rapidly. In order to better serve the majority of member units and enhance the innovation ability of Jinhua enterprises, the association should focus on three aspects in the future, namely, assisting the government to promote the development of Jinhua's high-tech industry; giving full play to the role of bridge and link between the government and high-tech enterprises; promoting exchanges and cooperation among members, members and scientific research institutes, Make the association truly become the home of high-tech enterprises and the link of communication between government and enterprises, A platform for high-quality services ". (Fonse)
2020
12-01