Pro 2013-007 (Announcement of Jianfeng Group on Providing Counter-Guarantees to Corporate Bond Counter-Guarantors)
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2013-007
浙江尖峰集团股份有限公司
关于向公司债券反担保人提供反担保的公告
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本次担保的被担保人(质押权人)名称:天津帝士力投资控股集团有限公司
l本次担保金额:公司拟发行的规模不超过6亿元公司债券的本金及利息
l本次担保是否有反担保:本次对外担保实质是为公司发行公司债进行反担保
l对外担保逾期的累计数量:无
一、担保情况概述
2013年1月22日,公司召开的2013年第一次临时股东大会已批准关于公司发行票面总额不超过6亿元、期限不超过7年的公司债的相关议案,并授权董事会根据市场情况确定本次公司债券是否采用担保及具体担保方式,授权董事会及其授权人士(董事长、董事会秘书)全权办理本次发行公司债券相关事项。详见本公司2013年1月5日披露的《第八届董事会第八次会议决议公告》、《关于发行公司债券方案的公告》和2013年1月23日披露的《2013年第一次临时股东大会决议公告》,上述公告分别披露在《上海证券报》、《中国证券报》和上海证券交易所网站(http://www.sse.com.cn)上。
2013年2月26日,浙江尖峰集团股份有限公司以通信方式召开了第八届第九次董事会,公司现有董事9名,全部出席了本次会议,关联董事蒋晓萌先生、杜自弘先生回避了部分议案的表决,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《关于向公司债券反担保人提供反担保的议案》。
为增强本次公司债的偿债保障,降低发行利率,本公司确定由天津天士力集团有限公司(以下简称:天士力集团)为本次公司债提供全额无条件的不可撤销的连带责任保证担保;由天士力集团的大股东天津帝士力投资控股集团有限公司(以下简称:帝士力控股)为天士力集团在该担保责任范围内提供保证方式的反担保。
由本公司将所持有的天士力集团20.76%股权质押给本次公司债券反担保人帝士力控股,作为本公司向帝士力控股在其担保责任范围内提供的反担保。授权公司董事长签署与上述担保及反担保相关的所有法律文件。
本次股权质押的质权人帝士力控股与本公司不存在关联关系;因本公司董事蒋晓萌先生和杜自弘先生也同时担任天士力集团的董事,根据上海证券交易所《股票上市规则》的相关规定,天士力集团是本公司的关联方。
二、被担保人(质押权人)基本情况
1、被担保人(质押权人)名称:天津帝士力投资控股集团有限公司。
2、成立时间: 1998年11月12日。
3、住所:天津北辰科技园区。
4、法定代表人:闫希军。
5、注册资本:3500万元。
6、经营范围:技术开发、咨询、服务、转让生物技术及产品,以自有资金对保健食品、高科技行业进行投资。
7、与本公司关系:帝士力控股为本公司联营公司天士力集团的第一大股东,与本公司不存在关联关系。
8、财务情况:
按经审计的合并财务报表口径,截至2011年末,帝士力控股资产总额1,110,405.48万元,负债总额683,441.77万元,所有者权益合计(含少数股东权益)426,963.71万元。2011年度,实现营业收入978,075.32万元,净利润(含少数股东权益)31,842.31万元。
按未经审计的合并财务报表口径,截至2012年三季度末,帝士力控股资产总额1,135,037.33万元,负债总额663,027.71万元,所有者权益合计(含少数股东权益)472,009.62万元;2012年1-9月,实现营业收入730,728.46万元,净利润(含少数股东权益)56,912.14万元。
三、股权质押反担保的主要内容
(一)股权质押反担保内容
天士力集团为本公司拟发行的票面总额不超过6亿元、期限不超过7年的公司债提供全额无条件不可撤消的连带责任保证担保。由帝士力控股为天士力集团在该担保责任范围内提供保证方式的反担保。
本公司将所持有的天士力集团20.76%股权质押给帝士力控股,作为本公司向帝士力控股在其担保责任范围内提供的反担保。
(二)用于设定质押的反担保资产情况
公司本次用于反担保的质押资产是所持有的天士力集团20.76%股权,截止2011年末,该部分股权的投资成本为5,067.34万元。
1、天士力集团成立于2000年3月30日,注册地址:天津北辰科技园区,现有注册资本:23,784.38万元,其中:帝士力控股占61.68%、本公司占20.76%。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)及产品等。天士力集团是以大健康产业为主线,以制药业为中心,集生产、投资于一体的多元化集团企业。截止2012年9月末,天士力集团持有上市公司天士力制药集团股份有限公司47.27%的股权。
2、用于设定质押的反担保资产账面价值:截至2011年12月31日,反担保资产经审计的长期股权投资帐面价值35,239.73万元。截至2012年9月30日,反担保资产未经审计的长期股权投资帐面价值46,012.89万元。
3、用于设定质押的反担保资产在用于本次质押前不存在质押或者其他第三人权利、不涉及诉讼、仲裁事项,不存在查封、冻结等司法措施等情形以及妨碍权属转移的其他情况。
4、天士力集团2011年度财务报告经具从事证券、期货业务资格的天健会计师事务所(特殊普通合伙)审计,并出具标准无保留意见的审计报告。截至2011年12月31日,天士力集团经审计的合并口径资产总额1,041,815.88万元,负债总额634,383.72万元,归属于母公司所有者权益合计169,366.60万元。2011年度,实现主营业务收入927,977.29万元,利润总额86,209.96万元,归属于母公司所有者的净利润24,656.61万元。
截至2012年9月末,天士力集团未经审计的合并口径资产总额1,090,843.81万元,负债总额612,510.59万元,归属于母公司所有者权益合计221,974.93万元。2012年1-9月,实现主营业务收入694,726.89万元,利润总额104,716.12万元,归属于母公司所有者的净利润56,550.32万元。
四、董事会意见
1、股权质押反担保的必要性
由天士力集团为本次公司债券提供担保能切实增强公司债的偿债保障,有利于降低债券发行成本。帝士力控股向天士力集团提供保证方式的反担保,同时本公司对帝士力控股提供股权质押方式的反担保,是本次公司债券担保方案的组成部分,已经2013年第一次临时股东大会决议授权。上述反担保措施符合本公司及股东的整体利益。
2、股权质押反担保风险
由帝士力控股向天士力集团提供保证方式的反担保, 本公司向帝士力控股提供股权质押方式的反担保,实质是为本公司自身的融资进行担保。只要本公司能够按期偿还公司债券的本息,本次股权质押反担保的风险很小,不会影响公司经营。
五、累计对外担保数量及逾期担保的数量
截止本公告披露日,公司及其控股子公司已批准的对外担保总额为7,000.00万元,占公司2011年经审计的合并口径归属于母公司所有者权益合计的4.93%;公司对控股子公司已批准的担保总额为73,000.00万元,占公司2011年经审计的合并口径归属于母公司所有者权益合计的51.40%。
截止本公告披露日,公司及其控股子公司对外担保实际余额为7,000.00万元,占公司2011年经审计的合并口径归属于母公司所有者权益合计的4.93%;公司对控股子公司的担保实际余额为18,481.00万元,占公司2011年经审计的合并口径归属于母公司所有者权益合计的13.01%。
截止本公告披露日,本公司没有逾期担保。
特此公告
浙江尖峰集团股份有限公司董事会
二〇一三年二月二十六日
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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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