Announcement on daily connected transactions of subsidiaries
Release time:
2020-08-05
证券简称:尖峰集团 证券代码:600668 编号:临2018-006
债券简称:13尖峰01 债券代码:122227
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。
一、日常关联交易基本情况
(一)日常关联交易基本情况和履行的审议程序
根据公司经营需要,2018年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”)将向关联方陕西天士力医药有限公司(以下简称“陕西天士力”)出售商品;尖峰药业的控股子公司金华市医药有限公司(以下简称“金华医药”)将向关联方天津天士力医药商业有限公司(以下简称“天士力医药”)采购商品;本公司控股子公司浙江尖峰健康科技有限公司(以下简称“尖峰健康”)将向关联方天津天士力现代中药资源有限公司(以下简称“天士力中药”)出售商品。
预计2018年度,上述日常关联交易合计发生额度在本公司2017年底经审计净资产的0.5%到5%之间(不超过13136.59万元),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。
2018年4月20日,公司召开了第十届董事会第三次会议,公司全体九名董事亲自参加了会议,关联董事蒋晓萌先生、杜自弘先生回避了该议案的表决,符合《公司法》和《公司章程》的有关规定,所做决议合法有效。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《关于子公司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三次会议审议;对董事会通过该议案发表了独立意见,认为:该决议的形成符合《公司法》、公司《章程》等有关规定,没有损害中小股东的利益。
(二)预计日常关联交易内容和金额 单位:万元
|
交易内容 |
关联人 |
定价原则 |
2018年预计金额 |
2018年已发生额 |
2017年发生额(不含税) |
占同类交易金额的比例% |
|
采购商品 |
天士力医药 |
以医疗机构中标价为基准协商确定 |
1736.47 |
6.11 |
416.17 |
0.26 |
|
出售商品 |
天士力中药 |
招标确定 |
871.80 |
180.60 |
545.02 |
0.007 |
|
出售商品 |
陕西天士力 |
以医疗机构中标价为基准协商确定 |
60.00 |
16.56 |
21.23 |
0.19 |
|
合计 |
|
|
2668.27 |
203.27 |
982.42 |
0.457 |
二、关联方介绍和关联关系
(一)关联方的基本情况。
1、天士力医药:该公司成立于2011年08月,公司住所为天津自贸试验区(东疆保税港区)亚洲路6865号金融贸易中心北区1-1-2303,1-1-2304室,法定代表人闫凯境,该公司注册资本金为1190.00 万元。该公司主营业务范围为:中成药、化学原料药及其制剂、抗生素原料药及其制剂、生化药品、生物制品、中药饮片、中药材、第三医疗器械批发、包装材料及容器(医用除外)、塑料制品、模具、塑料原料、化妆品、健身器材、文化用品、保洁用品、日用品、日用百货、消毒用品、卫生洗液批发兼零售;烟零售;保健食品、第一、二类医疗器械、食品销售(取得许可证后方可经营);计算机软硬件技术开发、转让、咨询服务;国内货物运输代理服务;从事国家法律法规允许经营的进出口业务。截至2017 年12月31 日该公司总资产327,437.77 万元,净资产22,827.90 万元,2017 年实现净利润13,355.54 万元。
2、天士力中药:成立于2003年3月,住所为天津市北辰区科技园区,法定代表人朱永宏,注册资本33470.11万元,经营范围为:中药数字仪器、制药设备及技术的开发、生产、销售;中药数字化检测分析及相关技术咨询服务;中药材、日用化学品提取物的加工及销售(食品、药品及化学危险品、易制毒品除外);中草药采购;流浸膏剂;原料药(穿心莲内酯)生产;进出口业务;化妆品批发兼零售。(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2017年12月31日,该公司总资产88,680.74万元,净资产68,389.69万元,2017年实现净利润10,301.98万元。
3、陕西天士力:成立于1996年7月,住所为陕西省西咸新区沣东新城三桥镇建章路188号,法定代表人闫凯境,注册资本7000.00万元,经营范围为:中成药、中药材、中药饮片、化学原料药、化学药制剂、抗生素制剂、生化药品;生物制品(除疫苗)、第二类精神药品、蛋白同化制剂、肽类激素的批发;第一类医疗器械、第二类医疗器械、第三类医疗器械的批发经营;医用消毒产品、保健食品的批发;预包装食品、特殊医学用途配方食品、玻璃仪器的批发兼零售;乳制品(含婴幼儿配方乳粉)、化妆品、劳保用品、日用百货、农副产品的销售;商品信息、医药技术信息咨询(金融、证券、期货、基金投资咨询等专控除外);仓储及运输(危险品除外)、会议及展览服务、咨询。(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2017年12月31日,该公司资产总额108,815万元,负债总额101,362 万元,2017年度实现净利润2,344万元。
(二)与上市公司的关联关系
天士力医药、天士力中药、陕西天士力都是本公司联营企业天士力控股集团有限公司(以下简称“天士力集团”)的下属子公司,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、杜自弘先生兼任天士力集团的董事,所以本公司与天士力医药、天士力中药、陕西天士力存在关联关系。
(三)2017年,公司与上述关联方之间发生的关联交易金额为982.42万元(不含税),占同类交易金额的比例很小,不会影响公司独立性。关联交易的执行情况良好,没有发生纠纷。
三、关联交易主要内容和定价政策
(一)金华医药公司拟在本年度继续向天士力医药采购药品进行销售,本项关联交易的主要内容如下:
1.交易标的:复方丹参滴丸、养血清脑颗粒等。
2.交易价格:以医疗机构中标价为基准协商确定。
3.结算方式:先付款后发货。
(二)尖峰健康拟在本年度继续向天士力现代中药出售商品,本项关联交易的主要内容如下:
1.交易标的:延胡索,生半夏。
2.交易价格:招标确定。
3.结算方式:货到检验合格收到发票后两个月内支付。
(三)尖峰药业拟在本年度继续向陕西天士力销售商品,本项关联交易的主要内容如下:
1.交易标的:注射用盐酸头孢甲肟
2.交易价格:以医疗机构中标价为基准协商确定
3.结算方式:款到发货
四、关联交易目的和对上市公司的影响
上述日常关联交易是基于双方的产品优势和销售、采购的网络优势基础上达成的,有利于各方扩大业务,提升营销能力,增加销售收入。同时,天士力医药、天士力中药、陕西天士力都是本公司联营企业的下属子公司,该公司的收入增加、效益提升也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,以中标价为基础协商确定交易价格,交易金额占各自销售收入的比例较小,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。
特此公告
浙江尖峰集团股份有限公司
董事会
二〇一八年四月二十四日
More information
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2020
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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
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2020
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Jianfeng Pharmaceutical Party Committee Commemorates 99th Anniversary of Party Founding
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2020
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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
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