Announcement on the Capital Increase of Shanghai North Carolina by Subsidiary Peak Pharmaceutical
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 公告编号:临2018-025
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
关于子公司尖峰药业对上海北卡增资的公告
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拟增资的控股子公司名称:上海北卡医药技术有限公司
l拟增资金额:5000万元
l出资方式:拟使用自筹资金进行增资
一、对外投资概述
(一)2018年8月3日,本公司控股子公司浙江尖峰药业有限公司(以下简称:尖峰药业)和自然人吴江与康立涛、李倩、郑亚玲及上海北卡医药技术有限公司(以下简称:上海北卡)签订《股权增资协议》,对尖峰药业的控股子公司上海北卡进行增资,增资价格:以坤元资产评估有限公司所出具了《资产评估报告》(坤元评报〔2017〕1-37号)为基础,以2018年1月19日尖峰药业与各方签订的《关于上海北卡医药技术有限公司之增资和股权转让协议》中约定的增资价格为准,确定为:每1元注册资本的认缴价格为11.53元。尖峰药业出资人民币5000万元,自然人吴江出资人民币1000万元,上海北卡的其他股东放弃参与本次增资。
增资完成后,上海北卡注册资本由原来的1755.55万元增加至2275.93万元,其中尖峰药业占61.48%,康立涛占18.42%,李倩占11.46%,郑亚玲4.83%,吴江3.81%。
(二)董事会审议情况
2018年8月3日,公司以通讯方式召开了第十届董事会第五次会议,公司现有九名董事,全部参加了会议,经审议与表决,董事会以9票同意、0票反对、0票弃权审议并通过了该事项。
(三)根据上海证券交易所《股票上市规则》和公司《章程》等有关规定,公司本次对外投资属董事会权限范围,无需提交股东大会审议。该股权收购事项不属于关联交易,也不构成《上市公司重大资产重组管理办法》规定的重大资产重组情况。
二、新增股东的基本情况
吴江,男,中国国籍,住址:浙江省东阳市吴宁街道东岘新村**幢*号,职业:安徽众望董事长兼总经理。
三、投资标的基本情况
(一)上海北卡的基本情况
1、企业名称:上海北卡医药技术有限公司
2、企业性质:有限责任公司
3、注册地:上海市松江区申港路3802号21幢
4、注册日期:2003年10月20日
5、主要办公地点:上海市松江区申港路3802号21幢
6、法定代表人:蒋晓萌
7、注册资本:1755.55万元
8、经营范围:医药和化学专业技术领域内的技术开发、技术咨询、技术服务、技术转让;机械设备、仪器仪表、食用农产品(不含生猪产品)、化肥、饲料添加剂、化工原料及产品(除危险品)批发零售;医药中间体的开发、销售;从事货物及技术的进出口业务。(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)
9、股东情况
2018年1月,本公司控股子公司尖峰药业与有关各方签订了协议,以收购股权和增资的方式对上海北卡进行投资。详见本公司于2018年1月20日《关于子公司尖峰药业对外投资的公告》。2018年5月,尖峰药业完成了该投资事宜,上海北卡完成了工商变更登记手续,成为尖峰药业的控股子公司。
|
序号 |
股东名称 |
出资额(万元) |
出资比例(%) |
|
1 |
浙江尖峰药业有限公司 |
965.55 |
55.00 |
|
2 |
康立涛 |
419.26 |
23.88 |
|
3 |
李倩 |
260.74 |
14.85 |
|
4 |
郑亚玲 |
110.00 |
6.27 |
|
|
合计 |
1755.55 |
100.00 |
(二)标的公司2017年和2018年半年度财务报表情况
截至2017年末,上海北卡合并资产总额8801.80万元、负债总额7435.37万元、归属于母公司股东权益1366.43万元;2017年合并营业收入9296.47万元、归属于母公司所有者净利润-475.45万元;
截至2018年6月末,上海北卡合并资产总额12828.90 万元、负债总额3346.36万元、归属于母公司股东权益9482.54万元。2018年1-6月合并营业收入8505.53万元、归属于母公司所有者净利润557.63万元。
2017年度的财务数据经具有证券、期货从业资格的天健会计师事务所(特殊普通合伙)审计,2018年半年度的财务数据未经审计。
四、合作协议的主要内容
尖峰药业(甲方1)和吴江(甲方2)(合称甲方)、上海北卡(乙方或标的公司)和原股东康立涛、李倩、郑亚玲(合称丙方)签订了《关于上海北卡医药技术有限公司之增资协议》。协议的主要内容有:
(一)股权增资方案
1.增资价格
三方同意,本次增资的价格以2018年1月19日甲方1和丙方、海南寰太生物医药产业创业投资基金合伙企业、乙方签订的《关于上海北卡医药技术有限公司之增资和股权转让协议》中约定的增资价格为准,本协议项下的增资价格为:每1元注册资本的认缴价格为11.53元。
2.甲方增资金额
2.1本协议项下,甲方1本次增资额为人民币5000万元。其中,433.65万元记入注册资金,4566.35万元记入资本公积。
甲方2本次增资额为人民币1000万元。其中,86.73万元记入注册资金,913.27万元记入资本公积。
2.2本次增资完成后,乙方的注册资本由1755.55万元增加至2275.93万元,甲方1持有乙方61.48%股权、甲方2持有乙方3.81%股权。
3. 本次增资后乙方的股权结构变化
本次增资完成后,乙方的股东持股比例及出资情况如下:
|
股东名称 |
出资额(万元) |
持有比例(%) |
出资方式 |
|
浙江尖峰药业有限公司 |
1399.20 |
61.48 |
货币 |
|
康立涛 |
419.26 |
18.42 |
货币 |
|
李倩 |
260.74 |
11.46 |
货币 |
|
郑亚玲 |
110.00 |
4.83 |
货币 |
|
吴江 |
86.73 |
3.81 |
货币 |
|
合计 |
2275.93 |
100.00 |
|
4.增资款
本协议项下的增资款,由甲方于本协议生效后的30个工作日内一次性支付至乙方指定的验资账户。
5.股份转让限制
甲2同意,通过协议转让等方式出让公司股份时,视同为“原个人股东”,共同遵守《关于上海北卡医药技术有限公司之增资和股权转让协议》(2018年1月19日签署)的约定。
6.反稀释条款
各方约定,在甲方投资入股后五年内,若乙方公司进行后续增资,其增资价格不得低于甲方本轮增资的价格。
(二)增资手续办理
1. 本协议正式签署之前或当日,乙方应召开股东会,审议本次股权增资事宜。
2. 增资款到位后的30个工作日内,乙方应完成增资的全部法律手续,包括但不限于变更股东名册、修改公司章程、办理工商变更登记手续等。
(三)违约责任
若任何一方违反本协议的约定,给守约方造成实际损失或者丧失投资/融资机会,守约方可要求违约方赔偿经济损失。
(四)争议解决
因本协议所引起的或与本协议有关的任何争议,应协商解决,协商不成的,任何一方都可将争议提交金华市仲裁委员会,根据该会仲裁规则在金华市进行仲裁。
(五)协议的生效、变更与解除
1.本协议的生效需同时满足如下条件:
1.1本协议经协议各方自然人本人或法人的法定代表人签字并盖章;
1.2乙方股东会审议通过本次增资事宜。
1.3甲1的有权部门通过本次增资事宜。
五、本次增资对公司的影响
(一)本次合作是公司加强医药业务板块发展的具体实施,本次增资有利于提升上海北卡的综合实力,增加上海北卡的资金流,为其收购安徽众望制药有限公司提供资金保障。
(二)本次对外投资的资金来源为公司的自筹资金。
(三)本次对外投资对公司当期利润不会造成重大影响。
六、备查文件
公司第十届董事会第五次会议决议
特此公告。
浙江尖峰集团股份有限公司董事会
2018年8月3日
More information
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
07-30
The international business standard for apple extract, which was presided over by Tianjin Jianfeng Natural Products Company as the team leader, was finally revised a few days ago and officially released and implemented on July 1. Plant extracts are widely used in food, medicine and chemical industry, and are the main force in the export of traditional Chinese medicine products in China. In recent years, as the United States and other countries have become more and more stringent in the import supervision of plant extracts, my country's plant extract products have ended the rapid growth of exports for many years and entered a period of adjustment. The entire industry urgently needs to improve the quality level and establish and improve industry standards. Otherwise, in the international market generally improve the quality of food and drug regulatory standards of the environment, China's plant extract industry standards are not perfect, compatibility with international standards is not strong, resulting in exports are easily affected. Faced with the dual pressure of strengthening international supervision and weak exports, since 2012, the China Medical Insurance Chamber of Commerce has organized domestic outstanding plant extract companies to jointly develop the "International Business Standards for Plant Extracts. Since the first batch of international business standards for plant extracts were formulated and released in 2013, it has played a good role in promoting the development of the entire extract industry. The formulation and launch of plant extract standards conform to the trend of formulating competitive group standards proposed by the National Standards Committee, and fill the gaps in national standards and industry standards. It is not only conducive to plant extract companies to open up domestic and foreign markets, but also create a good The industry environment plays a huge role. At present, business standards have become one of the considerations for relevant international customers to measure product quality, and even become a reference for inspection and quarantine at some ports.
2020
07-31
The first payment of peak 2013 corporate bonds is completed.
On June 5, Jianfeng Group's payment of principal and interest of corporate bonds (Phase I) in 2013 was successfully completed. On June 5, 2013, with the approval of the China Securities Regulatory Commission, Jianfeng Group's 2013 corporate bonds (Phase I) were publicly issued with an issue amount of RMB 0.3 billion. The issue of corporate bonds is a 5-year fixed-rate bond with a coupon rate increase option and an investor resale option at the end of the third year, with a debt rating of AA + (up to AAA). The coupon rate of the bonds was determined by market bidding and was finally determined at 4.90 per cent, which was 1.55 percentage points lower than the benchmark interest rate of the five-year bank loan at the time, fully reflecting the capital market's affirmation of Jianfeng Group. After the issuance of Jianfeng Group's 2013 corporate bonds (the first phase), it was listed and traded on the Shanghai Stock Exchange on July 2 of that year. As some investors chose to sell back at the end of the third year, the company paid the resale on June 6, 2016, and the bond balance was reduced to 0.277 billion yuan. The total amount of principal and interest to be paid by the time the bonds mature is $0.29 billion (including tax). In order to do a good job in the repayment of principal and interest on the bonds, the group company issued an announcement on May 25 to register the relevant rights and interests, and entrusted the Shanghai branch of China Securities Regulatory Commission to pay and exchange interest on the bonds. On June 5, the maturity date of the bonds, the payment of principal and interest was successfully completed. Corporate bonds are securities issued by companies in the stock exchange market in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time, and the issuance of corporate bonds is one of the main ways of direct financing.
2020
07-31
Natural products companies through Europe and the United States two organic certification
On April 30, Tianjin Jianfeng Natural Products Company's apple and ginseng series extract products obtained EU organic certification (EC) and US organic certification (NOP) certificates respectively. EU Organic Certification (EC) is the European inspection and certification body for organic products, with the qualification of identifying whether organic products meet the standards of Europe, Japan and the United States. The EC certificate mark is one of the most authoritative organic certification certificates in the world today. It is trusted by consumers and the organic industry. It has great credibility in the international market and is the guarantee for Chinese organic products to enter almost all organic markets in the world. American Organic Certification (NOP) is the most authoritative organic certification in the United States. Any manufacturer and distributor who intends to sell organic products in the United States market must pass the certification of American organic NOP, and the certification of NOP is signed by the American Bureau of Agriculture. Qualified, organic ingredient suppliers must also be certified by NOP. In the European and American markets, products with EC and NOP certification marks mean that they have the guarantee of high quality and high credibility. They are safe and assured organic products, and they are easier to gain the trust of consumers. Since its establishment, the natural products company has been facing the international market, and with the improvement of domestic and foreign consumers' demand and standards for organic products, it has continuously strengthened quality management, continuously introduced new organic products, and won the trust of consumers. Prior to this, natural products company's plant extracts, plant pigment products have entered the European and American markets, won the trust of many customers, the apple, ginseng two series of products obtained the European Union and the United States organic certification, to the peak of natural products.
2020
07-30
Natural products companies through Europe and the United States two organic certification
On April 30, Tianjin Jianfeng Natural Products Company's apple and ginseng series extract products obtained EU organic certification (EC) and US organic certification (NOP) certificates respectively. EU Organic Certification (EC) is the European inspection and certification body for organic products, with the qualification of identifying whether organic products meet the standards of Europe, Japan and the United States. The EC certificate mark is one of the most authoritative organic certification certificates in the world today. It is trusted by consumers and the organic industry. It has great credibility in the international market and is the guarantee for Chinese organic products to enter almost all organic markets in the world. American Organic Certification (NOP) is the most authoritative organic certification in the United States. Any manufacturer and distributor who intends to sell organic products in the United States market must pass the certification of American organic NOP, and the certification of NOP is signed by the American Bureau of Agriculture. Qualified, organic ingredient suppliers must also be certified by NOP. In the European and American markets, products with EC and NOP certification marks mean that they have the guarantee of high quality and high credibility. They are safe and assured organic products, and they are easier to gain the trust of consumers. Since its establishment, the natural products company has been facing the international market, and with the improvement of domestic and foreign consumers' demand and standards for organic products, it has continuously strengthened quality management, continuously introduced new organic products, and won the trust of consumers. Prior to this, natural products company's plant extracts, plant pigment products have entered the European and American markets, won the trust of many customers, the apple, ginseng two series of products obtained the European Union and the United States organic certification, to the peak of natural products.
2020
07-31
Natural products companies through Europe and the United States two organic certification
On April 30, Tianjin Jianfeng Natural Products Company's apple and ginseng series extract products obtained EU organic certification (EC) and US organic certification (NOP) certificates respectively. EU Organic Certification (EC) is the European inspection and certification body for organic products, with the qualification of identifying whether organic products meet the standards of Europe, Japan and the United States. The EC certificate mark is one of the most authoritative organic certification certificates in the world today. It is trusted by consumers and the organic industry. It has great credibility in the international market and is the guarantee for Chinese organic products to enter almost all organic markets in the world. American Organic Certification (NOP) is the most authoritative organic certification in the United States. Any manufacturer and distributor who intends to sell organic products in the United States market must pass the certification of American organic NOP, and the certification of NOP is signed by the American Bureau of Agriculture. Qualified, organic ingredient suppliers must also be certified by NOP. In the European and American markets, products with EC and NOP certification marks mean that they have the guarantee of high quality and high credibility. They are safe and assured organic products, and they are easier to gain the trust of consumers. Since its establishment, the natural products company has been facing the international market, and with the improvement of domestic and foreign consumers' demand and standards for organic products, it has continuously strengthened quality management, continuously introduced new organic products, and won the trust of consumers. Prior to this, natural products company's plant extracts, plant pigment products have entered the European and American markets, won the trust of many customers, the apple, ginseng two series of products obtained the European Union and the United States organic certification, to the peak of natural products.
2020
07-31