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
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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.
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