Announcement on the Company's 2019 Daily Related Transactions
Release time:
2020-08-05
证券简称:尖峰集团 证券代码:600668 编号:临2019-011
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
关于公司2019年度日常关联交易的公告
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 浙江尖峰集团股份有限公司及控股子公司(以下简称“本公司”)预计 2019 年与本公司联营企业天士力控股集团有限公司及其控股子公司(以下简称“天士力集团”)发生采购、销售等日常关联交易,交易金额合计预计不超过人民币2290万元。
l 本次日常关联交易系本集团日常经营业务中发生的持续性关联交易,遵守“公平、公正、公开”的市场交易原则,不会影响公司独立性,不会对公司的财务状况、经营成果产生不利影响,不会损害本公司或中小股东的利益。
一、日常关联交易基本情况
(一)日常关联交易履行的审议程序
根据公司经营需要,2019年本公司预计与天士力集团发生采购、销售等日常关联交易,上述日常关联交易合计发生额度在本公司2018年底经审计净资产的0.5%到5%之间,根据上海证券交易《股票上市规则》及公司《章程》的规定,该关联交易事项需提交董事会审议,但不需提交股东大会审议。
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,关联董事蒋晓萌先生、虞建红先生、杜自弘先生回避了该议案的表决。经审议与表决,董事会以6票同意、0票反对、0票弃权审议通过了《关于公司2019年度日常关联交易的议案》。
公司独立董事事前对该事项进行了审议,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:该项关联交易遵守“公平、公正、公开”的市场交易原则,以招标价或以医疗机构中标价为基准协商确定交易价格,交易金额占公司总销售、采购的比例较小,不会影响本公司独立性,不会对本公司的财务状况、经营成果产生不利影响,未发现有损害公司及中小股东权益的情形。同意公司2019年度相关日常关联交易事项。
(二)预计日常关联交易金额 单位:万元
|
交易内容 |
2019年预计金额 |
2019年已发生额 |
2018年发生额(不含税) |
占总销售、采购金额的比例(%) |
|
向关联人购买商品 |
1550.00 |
90.95 |
712.64 |
0.36 |
|
向关联人销售商品 |
740.00 |
193.68 |
542.88 |
0.16 |
|
合计 |
2290.00 |
284.63 |
1255.52 |
|
二、关联方介绍和关联关系
(一)关联方的基本情况。
天士力控股集团有限公司,成立于2000年3月30日,公司住所为天津北辰科技园区,法定代表人为闫希军,公司注册资本为34358.90万元人民币。公司经营范围:对外投资、控股;天然植物药种植及相关加工、分离;组织所属企业开展产品的生产、科研、销售、进出口经营业务;各类商品、物资的批发、零售;技术开发、咨询、服务、转让生物技术(不含药品生产与销售)及产品;自有设备、房屋的租赁;各类经济信息咨询;本企业研制开发的技术和生产的科研产品的出口业务;本企业科研和生产所需的技术、原辅材料、机械设备、仪器仪表、零配件的进口业务;本企业的进料加工和“三来一补”业务;矿业开发经营;原料药(盐酸非索非那定、右佐匹克隆)生产;因特网信息服务(除新闻、出版、教育、医疗器械和电子公告以外的信息服务内容,业务覆盖范围:天津市);会议及展览服务;游览景区管理;旅游管理服务;旅游信息咨询服务;门票销售与讲解服务;旅游商品、纪念品开发与销售。(以上经营范围内国家有专营专项规定的按规定办理)。(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)
截至2018年12月31日该公司总资产409.46亿元,归属于母公司股东净资产54.50亿元,2018年实现营业收入197.97亿元,归属于母公司股东净利润2.92亿元。
(二)与上市公司的关联关系
本公司持有天士力集团20.76%的股权,且本公司董事蒋晓萌先生、虞建红先生兼任天士力集团的董事,本公司董事杜自弘先生曾担任天士力集团的董事(卸任未满12个月),根据《上海证券交易所股票上市规则》及其他相关规定,天士力集团及其控股子公司为本公司的关联人,本项交易为关联交易。
|
关联方名称 |
关联关系 |
|
天士力控股集团有限公司 |
本公司董事兼任该公司董事 |
|
天津天士力现代中药资源有限公司 |
天士力集团控制的下属公司,与天士力集团共同构成同一关联人。 |
|
重庆国清中药材有限公司 |
|
|
江苏天士力帝益药业有限公司 |
|
|
天津天士力医药商业有限公司 |
|
|
辽宁天士力医药有限公司 |
|
|
陕西天士力医药有限公司 |
|
|
天士力(佛山)医药有限公司 |
|
|
天士力(汕头)医药有限公司 |
(三)前期同类关联交易的执行情况和履约能力分析
2018年,公司与天士力集团之间发生的关联交易总额为1255.52万元(不含税),其中:采购商品712.64万元,占公司采购金额的0.36%;销售商品542.88万元,占公司销售的0.16%。该交易占同类交易金额的比例很小,不影响本公司的独立性。各关联方均依法存续且生产经营正常,经济效益和财务状况良好,履约能力强,不会给交易双方的交易行为带来风险。
三、关联交易主要内容和定价政策
(一)关联交易主要内容
本公司拟在2019年度继续向天士力集团采购复方丹参滴丸、养血清脑丸、水飞蓟宾胶囊、替莫唑胺胶囊、右佐匹克隆片等产品,并继续向其销售力斯得、帕罗西汀、玻璃酸钠滴眼液、醋氯芬酸缓释片、注射用盐酸头孢甲肟、延胡索、生半夏等产品。
(二)定价政策
公司与关联方的交易本着公平、公正、公开的市场交易原则,交易价格主要以招标价或以医疗机构中标价为基准协商确定。
四、关联交易目的和对上市公司的影响
本次关联交易系本公司日常经营业务中发生的持续性关联交易,有利于发挥双方的产品优势和销售、采购的网络优势,实现优势互补和资源合理配置,提升营销能力,增加销售收入。同时,天士力集团为本公司的联营企业,本公司持有其20.76%的股权,该公司及其控股子公司的收入增加、效益提升有利于本公司的业绩增长。
上述交易遵守“公平、公正、公开”的市场交易原则,以招标价或以医疗机构中标价为基准协商确定交易价格,交易金额占销售、采购的比例较小,不会影响本公司独立性,不会对本公司的财务状况、经营成果产生不利影响,不会损害本公司或中小股东的利益。
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事前认可声明
特此公告。
浙江尖峰集团股份有限公司
董事会
二〇一九年四月三十日
More information
The company requires to do a good job in summer safety production
The high temperature season is approaching, and the group company issued a notice a few days ago to make arrangements for safe production in summer. The notice requires all subordinate units of the company to attach great importance to the work of production safety in summer, and all production and business units should hold a special meeting on production safety in summer. According to the characteristics of production in summer, they should focus on safety risk analysis for mines, outdoor operations and high-temperature posts, and implement control measures to avoid the occurrence of safety accidents such as scalding, heatstroke and electric shock. In order to further strengthen the safety production management in the high temperature season, the notice requires the main person in charge of each production and business unit to lead a team to conduct a comprehensive inspection of the production and business premises according to the characteristics of summer production; strengthen the daily safety production inspection of key posts and special posts; timely rectify the found unsafe behaviors and hidden dangers; Strengthen the management of the storage and use of flammable, explosive, dangerous chemicals and drugs; cooling measures shall be taken for the space exceeding the storage temperature limit of articles. If it is found that the electrical equipment circuit and exhaust fan circuit are aged and damaged, replace them in time and keep the grounding wire in good condition. Do a good job in checking the fire pool, pipeline water pressure and fire extinguishing equipment to ensure that the fire fighting facilities are sensitive, intact and reliable. The high temperature in summer is also a period of frequent occurrence of heatstroke and other diseases. The notice requires all units to do a good job in heatstroke prevention and cooling, implement various relevant measures, and equip necessary cooling facilities or materials such as fans, air conditioners, ice cubes and other cooling facilities or materials according to the conditions of the production site; do a good job in the distribution of heatstroke prevention drugs, supplies and cool drinks in workshops, warehouses, construction sites and other production lines; strengthen canteen management to prevent food poisoning. (this newspaper reporter)
2020
07-31
The company requires to do a good job in summer safety production
The high temperature season is approaching, and the group company issued a notice a few days ago to make arrangements for safe production in summer. The notice requires all subordinate units of the company to attach great importance to the work of production safety in summer, and all production and business units should hold a special meeting on production safety in summer. According to the characteristics of production in summer, they should focus on safety risk analysis for mines, outdoor operations and high-temperature posts, and implement control measures to avoid the occurrence of safety accidents such as scalding, heatstroke and electric shock. In order to further strengthen the safety production management in the high temperature season, the notice requires the main person in charge of each production and business unit to lead a team to conduct a comprehensive inspection of the production and business premises according to the characteristics of summer production; strengthen the daily safety production inspection of key posts and special posts; timely rectify the found unsafe behaviors and hidden dangers; Strengthen the management of the storage and use of flammable, explosive, dangerous chemicals and drugs; cooling measures shall be taken for the space exceeding the storage temperature limit of articles. If it is found that the electrical equipment circuit and exhaust fan circuit are aged and damaged, replace them in time and keep the grounding wire in good condition. Do a good job in checking the fire pool, pipeline water pressure and fire extinguishing equipment to ensure that the fire fighting facilities are sensitive, intact and reliable. The high temperature in summer is also a period of frequent occurrence of heatstroke and other diseases. The notice requires all units to do a good job in heatstroke prevention and cooling, implement various relevant measures, and equip necessary cooling facilities or materials such as fans, air conditioners, ice cubes and other cooling facilities or materials according to the conditions of the production site; do a good job in the distribution of heatstroke prevention drugs, supplies and cool drinks in workshops, warehouses, construction sites and other production lines; strengthen canteen management to prevent food poisoning. (this newspaper reporter)
2020
07-22
On the founding day of the party on July 1, the grass-roots party organizations under the group Party committee organized special study and review of the oath of joining the party to commemorate the 99th anniversary of the founding of the Communist Party of China. In the afternoon of the same day, Yunnan Jianfeng Party Branch organized all party members to carry out a series of activities to remember the revolutionary martyrs, study the party's constitution, and review the oath of joining the party. Zhou Jiping, the organizing member of the Yunnan Jianfeng Party Branch, conveyed to all participating party members the relevant content of the higher-level party committee's ''Implementation Plan for the Remediation and Excellence of State-owned Enterprise Party Members'', requiring party members to strengthen party spirit and improve their own quality, take responsibility and dare to act, and keep in mind The lofty mission given by the times shows the demeanor of party members in state-owned enterprises. Fang Xuhua, secretary of Yunnan Jianfeng Party Branch, led all Party members to study the Party Constitution and review the oath of joining the Party. All the participating party members participated in the theme study meeting organized by the party committee of the group company to commemorate the 99th anniversary of the founding of the Communist Party of China through the video conference system. On July 1, the party branch of Guizhou Huangping Jianfeng Cement Company held a special commemorative event for the 99th anniversary of the founding of the party to review the oath of joining the party, study the history of the party, and further understand the difficult and glorious 99 years of the Chinese Communist Party. Through study, party members are deeply aware of the hardships in the early days of the founding of the party and the importance of development. As party members, they must strictly demand themselves, continuously improve their self-cultivation level, strengthen their beliefs, and do a good job in the vanguard and exemplary role of party members. (qi jian mei tongyi)
2020
07-31
Jianfeng Pharmaceutical Party Committee Commemorates 99th Anniversary of Party Founding
In order to celebrate the 99th anniversary of the founding of the Communist Party of China, on the afternoon of June 28, the Party committee of Jianfeng pharmaceutical company held a special commemorative activity. More than 100 Party members reviewed the oath of joining the party and listened to the special party class of "why can the Communist Party of China" delivered by Professor Zhang Wecai of the Party School of Jinhua municipal Party committee. At the beginning of the activity, Jin Huazhong, secretary of the Party Committee of Jianfeng Pharmaceutical, led all the participating party members to review the oath of joining the Party. He emphasized that the oath of joining the party is a solemn promise of every party member. As a party member, you must not forget your original intention, and compare the content of the oath in your work and life, constantly review, constantly reflect, strengthen self-examination, and use practical actions to fulfill your commitment to the party. Promise. On April 17, 2019, General Secretary Xi Jinping pointed out during an inspection in Chongqing: "We must focus on major issues such as why the Communist Party of China can, why Marxism can, and why socialism with Chinese characteristics is'good. 'Ideological and public opinion guidance." In order to enable party members to have a deeper understanding and understanding of this, the party committee of Jianfeng Pharmaceutical invited Professor Zhang Wancai, member of the School Affairs Committee and dean of the Jinhua Municipal Party School, to give a special lecture entitled "Why the Communist Party of China can. Professor Zhang reviewed the glorious history and great achievements of the Communist Party of China, combining theory with examples and current affairs, and expounded from the aspects of the Communist Party of China taking the people as the center, keeping in mind the mission of seeking happiness for the people, having the courage to self revolution and having historical responsibility. The content of his lectures was profound and simple, the classroom atmosphere was serious and earnest, and Party members were deeply enlightened. After the lecture, Jin Huazhong said in his concluding speech that the purpose of holding this commemorative event is to make all party members keep their vows in mind, strengthen theoretical guidance, strengthen ideals and beliefs, consciously practice the theme education of "not forgetting the original intention and keeping in mind the mission", and enhance all party members. Self-confidence in the road, theory, system, and culture. He stressed that the successful experience of the Communist Party of China, as a great organization, is of great practical significance to the reform and development of enterprises. Party organizations at all levels of Jianfeng Pharmaceutical should further strengthen the building of party branches and party members, further give full play to the political core role of party organizations and the vanguard and exemplary role of party members, promote the production and operation of enterprises with party building, and unite the broad masses of party members, cadres and all staff. devote themselves to all kinds of work with more enthusiasm, higher morale and more pragmatic style, and strive to achieve the annual work goals of the pharmaceutical company, together to build a better peak pharmaceutical industry. (Reporter Chen Shengmu)
2020
07-02
Jianfeng Pharmaceutical Party Committee Commemorates 99th Anniversary of Party Founding
In order to celebrate the 99th anniversary of the founding of the Communist Party of China, on the afternoon of June 28, the Party committee of Jianfeng pharmaceutical company held a special commemorative activity. More than 100 Party members reviewed the oath of joining the party and listened to the special party class of "why can the Communist Party of China" delivered by Professor Zhang Wecai of the Party School of Jinhua municipal Party committee. At the beginning of the activity, Jin Huazhong, secretary of the Party Committee of Jianfeng Pharmaceutical, led all the participating party members to review the oath of joining the Party. He emphasized that the oath of joining the party is a solemn promise of every party member. As a party member, you must not forget your original intention, and compare the content of the oath in your work and life, constantly review, constantly reflect, strengthen self-examination, and practice with practical actions.
2020
07-02
Jianfeng Pharmaceutical Party Committee Commemorates 99th Anniversary of Party Founding
In order to celebrate the 99th anniversary of the founding of the Communist Party of China, on the afternoon of June 28, the Party committee of Jianfeng pharmaceutical company held a special commemorative activity. More than 100 Party members reviewed the oath of joining the party and listened to the special party class of "why can the Communist Party of China" delivered by Professor Zhang Wecai of the Party School of Jinhua municipal Party committee. At the beginning of the activity, Jin Huazhong, secretary of the Party Committee of Jianfeng Pharmaceutical, led all the participating party members to review the oath of joining the Party. He emphasized that the oath of joining the party is a solemn promise of every party member. As a party member, you must not forget your original intention, and compare the content of the oath in your work and life, constantly review, constantly reflect, strengthen self-examination, and use practical actions to fulfill your commitment to the party. Promise. On April 17, 2019, General Secretary Xi Jinping pointed out during an inspection in Chongqing: "We must focus on major issues such as why the Communist Party of China can, why Marxism can, and why socialism with Chinese characteristics is'good. 'Ideological and public opinion guidance." In order to enable party members to have a deeper understanding and understanding of this, the party committee of Jianfeng Pharmaceutical invited Professor Zhang Wancai, member of the School Affairs Committee and dean of the Jinhua Municipal Party School, to give a special lecture entitled "Why the Communist Party of China can. Professor Zhang reviewed the glorious history and great achievements of the Communist Party of China, combining theory with examples and current affairs, and expounded from the aspects of the Communist Party of China taking the people as the center, keeping in mind the mission of seeking happiness for the people, having the courage to self revolution and having historical responsibility. The content of his lectures was profound and simple, the classroom atmosphere was serious and earnest, and Party members were deeply enlightened. After the lecture, Jin Huazhong said in his concluding speech that the purpose of holding this commemorative event is to make all party members keep their vows in mind, strengthen theoretical guidance, strengthen ideals and beliefs, consciously practice the theme education of "not forgetting the original intention and keeping in mind the mission", and enhance all party members. Self-confidence in the road, theory, system, and culture. He stressed that the successful experience of the Communist Party of China, as a great organization, is of great practical significance to the reform and development of enterprises. Party organizations at all levels of Jianfeng Pharmaceutical should further strengthen the building of party branches and party members, further give full play to the political core role of party organizations and the vanguard and exemplary role of party members, promote the production and operation of enterprises with party building, and unite the broad masses of party members, cadres and all staff. devote themselves to all kinds of work with more enthusiasm, higher morale and more pragmatic style, and strive to achieve the annual work goals of the pharmaceutical company, together to build a better peak pharmaceutical industry. (Reporter Chen Shengmu)
2020
07-03