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
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Group Companies Commend 2020 Advanced
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At the summary and commendation meeting, Yu Jianhong, general manager of the group company, made a work report entitled "following the law, reforming and innovating, and promoting better and faster development of peaks", which actively responded to the new coronary pneumonia epidemic and ensured the safety and health of all employees. Substantial progress has been made in the construction of key investment projects. Continuously strengthen management integration and effectively improve management level; New achievements have been made in scientific and technological innovation and technological transformation. Overcome the impact of the epidemic situation and strive to expand sales; innovate the forms of personnel training, selection and introduction, optimize the salary system and improve the cohesion of enterprises. New achievements have been made in safety and environmental protection management. 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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. This year, we strengthened the management and control of business risks, carried out in-depth optimization of institutions and positions, and vigorously promoted standardized and standardized management, and the operational efficiency of enterprises was significantly improved. This year, we innovated the forms of talent training, selection and introduction, optimized the salary system, worked hard to do a good job in corporate culture, and enhanced the cohesion and centripetal force of the enterprise. 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. In order to put into production early and seize the market, the cadres and employees are engaged in equipment debugging regardless of day and night during equipment debugging and trial production... There are many flash moments, which are worth remembering forever. All the achievements of this year are the result of the hard work and sweat of the company's employees. They are the result of all the peak people expressing their responsibilities, creating achievements with hard work, hard work, wisdom and hard work. Here, on behalf of the group company, I would like to express my heartfelt thanks to all the cadres and employees of the peak and say to you: everyone is working hard! The new year brings new hope and new challenges. 2021 is the first year to implement the "14th Five-Year Plan" and start a new journey of building a modern socialist country in an all-round way. It is also the 100 anniversary of the founding of the Communist Party of China. 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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