Jianfeng Group Lin2016 -009 (Announcement of Mutual Guarantee with Zhejiang Kane)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2016-009
Bond Abbreviation: 13 Peak 01 Bond Code: 122227
Bond Abbreviation: 13 Peak 02 Bond Code: 122344
Announcement of Zhejiang Jianfeng Group Co., Ltd. on Mutual Guarantee between
and Zhejiang Kane Special Materials Co., Ltd.
The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and assumes individual and joint responsibility for the truthfulness, accuracy and completeness of its contents .
Important Content Tips
● Name of Guaranteed Party: Zhejiang Kane Special Materials Co., Ltd. (hereinafter referred to as Kane Stock)
● Quantity of this guarantee: RMB 5000 Yuan
● Is there any counter-guarantee in this guarantee: this guarantee is subject to equal mutual guarantee
● Cumulative number of overdue external guarantees: no
1. guarantee overview
April 8, 2016 Zhejiang Jianfeng Group Co., Ltd. held the sixth meeting of the 9th Board of Directors, and all eight directors of the company attended the meeting in person; comply with the relevant provisions of the "Company Law" and the "Articles of Association", and the resolutions made are legal and valid. The meeting was presided over by Chairman Jiang Xiaomeng. After deliberation and voting, the proposal of mutual guarantee with Zhejiang Kane Special Materials Co., Ltd. was deliberated and passed with 8 votes in favor, 0 against and 0 abstention.
agreed to implement a mutual guarantee with Kane shares of 5000 yuan for a period of one year. The external guarantee matters shall be submitted to the general meeting of shareholders for consideration.
2. basic information of the guarantor
1 , name of the guarantor: Zhejiang Kane Special Materials Co., Ltd. (hereinafter referred to as Kane shares).
2 , date of establishment: January 23, 1998 .
3 , listing: 2004# listed on Shenzhen stock exchange on July 5, 71, stock code: 002012.
4, domicile: No. 76, 1008 Kane Road, Suichang County, Zhejiang Province. 5
, registered capital: 46762.55yuan. Legal representative: Ji Hao. 6
. Business scope: manufacturing, processing and sales of electronic materials, paper and paper products; papermaking raw materials, etc.7
, relationship with the company: there is no relationship with the company. Financial situation ofKane shares: the company disclosed its annual report on March 29, 2016
. as of the end of 2015, the audited total assets were 1623.8619 million yuan and the total liabilities were 376.1424 million yuan, of which the total bank loans were 177.2111 million yuan, the total current liabilities were 357.7157 million yuan, and the total 118005.02 attributable to the owner's equity of the parent company was 960000 yuan. In 2015, the operating income was 892.5006 million yuan and the net profit was 19.3002 million yuan. Kane shares disclosed the "suggestive announcement of changes in the shareholding structure of controlling shareholders and changes in actual controllers" on April 8, 2016 . Announcement disclosure:
1 , 2016 On April 6,, the company's controlling shareholder Kane Group Co., Ltd. Shareholders Wang Bailang and Zhejiang Kelang Energy Co., Ltd. and Suzhou Hengyu Liuhe Investment Partnership (Limited Partnership) (hereinafter referred to as "Suzhou Hengyu") signed the "Equity Transfer Agreement", the agreement stipulates that Suzhou Hengyu will be transferred to 50% of Kane Group Co., Ltd. held by Wang Bailang and 40% of Kane Group Co., Ltd. held by Zhejiang Kelang Energy Co., Ltd.
2 . After the completion of this equity transfer, Suzhou Hengyu will hold 90% of Kane Group Co., Ltd. and become the controlling shareholder of Kane Group Co., Ltd. Natural person Cai Yang is the general partner and executive partner of Suzhou Hengyu, and actually controls Suzhou Hengyu. As a result, the actual controller of the company was changed from Wang Bailang and Wang Wenwei to Cai Yang.
On the same day, the information disclosure obligor: Suzhou Hengyu Liuhe Investment Partnership (Limited Partnership disclosed the "Detailed Equity Change Report". The report stated: "As of the date of signing this report, information disclosure The obligor has no specific plans to change the main business of the listed company or make major adjustments to the main business of the listed company. However, in order to enhance the sustainable development ability and profitability of listed companies, improve the asset quality of listed companies, and promote the long-term and healthy development of listed companies, we do not rule out the possibility of restructuring the company's assets and business in the next 12 months." And "the information disclosure obligor promises to perform the corresponding legal procedures and obligations in accordance with the requirements of relevant laws and regulations." The main content of
3. guarantee
company plans to carry out mutual guarantee with Kane shares in an amount of 5000.21 million yuan for a period of one year. Kane shares held the 23rd meeting of the sixth board of directors on March 25, 2016, and deliberated and passed the proposal on mutual guarantee with Zhejiang Jianfeng Group Co., Ltd. on April 22, 2016, Kane shares will hold the 2015 annual general meeting of shareholders to consider the proposal.
4. Board Opinion
Kane is a listed company with transparent financial information, good financial condition and the ability to repay debts. According to the announcement of Kane shares on April 8, 2016and the detailed equity change report disclosed by Suzhou Hengyu Liuhe Investment Partnership, the above-mentioned change of actual controller will not lead to significant changes in Kane's main business and financial situation in the short term. If there is any change, it is also to "enhance the sustainable development ability and profitability of listed companies and improve the asset quality of listed companies, to promote the long-term and healthy development of listed companies" for the purpose.
Board of Directors agreed to mutual insurance with them. The three independent directors of the company expressed their independent opinions on the matter and believed that the formation of the resolution complied with the "Company Law", the company's "Articles of Association" and other relevant provisions, and did not harm the interests of small and medium shareholders.
5. Cumulative Number of External Guarantees and Number of Overdue GuaranteesAs of the disclosure date of this announcement, the total amount of external guarantees approved by the company and its controlling subsidiaries is 12.5
.8 billion yuan, accounting for 57.7 of the total owner's equity attributable to the parent company in 2015. Among them, the total amount of the approved guarantee for the holding subsidiary is 650 million yuan, accounting for 30.01 of the total owner's equity attributable to the parent company's audited consolidated caliber in 2015.
As of the disclosure date of this announcement, the actual balance of external guarantees of the company and its controlling subsidiaries (excluding subsidiaries) was 6.25 .2 billion yuan, accounting for 28.85 of the total owner's equity attributable to the parent company audited by the company in 2015. The actual balance of the company's guarantee to the controlling subsidiary is 25 million yuan, accounting for 1.15 of the company's total equity attributable to the parent company's audited consolidated caliber in 2015.
As of the disclosure date of this announcement, the company has no overdue guarantee.
6. Reference Document Catalogue1
, Resolution of the Sixth Meeting of the Ninth Board of Directors of the Company;
2 , photocopy of the guaranteed person's business license;
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of DirectorsApril 12, 2016
More information
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News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
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On August 3, Shanghai Beika Pharmaceutical Technology Co., Ltd., a holding subsidiary of Jianfeng Pharmaceutical Co., Ltd., signed an equity transfer agreement with the shareholders of Anhui Zhongwang Pharmaceutical Co., Ltd. to invest 20.62 million yuan to acquire all 100 shares of the company. This is another important move by Jianfeng Pharmaceutical to build a production base for raw materials after the acquisition of shares in Shanghai North Carolina at the beginning of the year. Anhui Zhongwang is located in Xiangyu Chemical Park, Dongzhi County, Chizhou City, Anhui Province. It is a pharmaceutical intermediate manufacturing enterprise integrating R & D, production and sales, focusing on the R & D, production and sales of fine chemicals such as characteristic medicine, intermediates and new materials. The main business activities are the production and sales of 92% potassium hydrogen fluoride and 8% potassium fluoride mixture, ethyl acetate, aqueous DMF, aqueous triethylamine, toluene, methanol, acetic acid, DMF, triethylamine, industrial sodium chloride, chemical products (except hazardous chemicals and explosives) production and sales; research and development of biopharmaceuticals, chemical raw materials, pharmaceutical intermediates and fine chemicals. The company has built two ofloxacin carboxylic acid production lines with a total production capacity of 1200 tons/year, and its supporting safety, environmental protection, storage, and management systems, and has passed ISO9001: 2015 quality management system certification, ISO14001: 2015 environmental management system certification, OHSAS18001: 2015 occupational health and safety management system certification and safety three-level standardization construction; the main products of oxyfluorocarbons, oxyfluorocarbons, levooxyfluorocarbons, levooxyfluorocarbons have passed the on-site audit of well-known domestic pharmaceutical companies, and levofluorocarbons have passed the on-site audit of Indian pharmaceutical companies, 2
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"Active Dendrobium superfine powder" technology patented
The technical achievement of Jianfeng Health Technology Company "a preparation method of active Dendrobium officinale superfine powder" has recently obtained an invention patent, with the patent number ZL 201510242263.8 and the validity period of 20 years. Compared with the traditional method, the Dendrobium officinale powder prepared by this technology fully retains the original drug activity, and the bioavailability is doubled. Dendrobium officinale is known as "plant gold". It has the effects of nourishing the stomach, nourishing yin and clearing heat, moistening the lung and kidney, and strengthening the waist. The common traditional Chinese medicine on the market is made of fresh Dendrobium officinale while heating. It is twisted into a spiral or spring shape and dried and processed. People usually smash the iron maple bucket into fine powder and take it together with American ginseng fine powder. However, conventional drying will cause the active ingredients and effective ingredients of Dendrobium officinale to be damaged, and the taste, color and appearance will change. In addition, the crushing time is relatively long, and some materials are heated relatively high during crushing, which further leads to the decrease of its efficacy, and the rehydration of the processed fine powder is also relatively poor, thus affecting the effect. The patent achievement of "a preparation method of active Dendrobium officinale superfine powder" effectively solves the above-mentioned drawbacks. This method pulverizes Dendrobium officinale after vacuum freeze-drying by a low-temperature ultra-high-speed airflow pulverization process, and controls the pulverization temperature to 20 ℃ and below, thus avoiding quality deterioration reactions such as oxidation of active ingredients, destruction of volatile oil and other heat-sensitive substances during the pulverization process of Dendrobium officinale. Its fineness can reach more than 95% and its particle size is less than 20μm, which improves the fineness of traditional Dendrobium officinale powder.
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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
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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
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