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
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2020
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News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
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2020
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"Active Dendrobium superfine powder" technology patented
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2020
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News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
2020
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