Jianfeng Group Lin2016 -011 (Related Transaction of Capital Increase of Jianfeng Pharmaceutical)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2016-011
Bond Abbreviation: 13 Peak 01 Bond Code: 122227
Bond Abbreviation: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Announcement on Related Party Transactions of Capital Increase in Jianfeng Pharmaceutical
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 .
Overview of 1. Related Party Transactions
(I) On April 5, 2016 , the board of directors of Zhejiang Jianfeng Pharmaceutical Co., Ltd. (hereinafter referred to as "Jianfeng Pharmaceutical"), a holding subsidiary of the Company, made a resolution, it is proposed to use the audited consolidated statement at the end of 2015 attributable to the owner of the parent company equity 30137.64 yuan as the basis for the monetary capital increase, the total amount of this capital increase is 100 million yuan. The Company holds a 99.16 equity interest in Peak Pharmaceuticals, and the amount of capital increase enjoyed by the Company is $99.16 million. Jinhua Tongji State-owned Assets Investment Co., Ltd. (hereinafter referred to as "Tongji State Investment") holds a 0.84 per cent stake in Jianfeng Pharmaceutical, and the amount of capital increase enjoyed by Tongji State Investment is 840000 yuan.
(II) Tongji Guotou holds 16.15 equity of the company and is the controlling shareholder of the company. Mr. Jiang Xiaomeng, chairman of the company, is also a director of Tongji Guotou. According to the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules, Tongji Guotou is a related legal person of the company, and joint investment with related parties is a related transaction.
(III) the amount of this related party transaction is 9916 yuan, exceeding 30 million yuan, but it does not reach 5% of the absolute value of the company's audited net assets in 2015. this related transactions do not constitute a major asset restructuring of the listing Corporation's major asset restructuring management approach.
2. Related Party Introduction
1 , Name: Jinhua Tongji State-owned Assets Investment Co., Ltd.
2 , Nature of Enterprise: Limited Liability Company (Wholly State-owned)
3 , Place of Registration: no. 64 4
, 1st floor, No. 1389 Danxi Road, Jinhua City, Zhejiang Province, main office location: No. 695 , 1st floor, No. 1389 Danxi Road, Jinhua City, Zhejiang Province, legal representative: Liu Bo
6 , registered capital: RMB 9500 Yuan
7 , main business: general business items: authorized investment and operation of state-owned assets.
8 , Main Financial Indicators of Related Persons in Recent Year
As of December 31, 2015 , Tongji Guotou had total assets of 358.7316 million yuan, net assets of 342.4002 million yuan and net profit of 14.8026 million yuan.
Basic Information of 3. Jianfeng Pharmaceutical
, Basic Information of Transaction Target
(1 ) Name: Zhejiang Jianfeng Pharmaceutical Co., Ltd.
(2 ) Enterprise Nature: Limited Liability Company
(3 ) Registration Place: main office location of
(4 ) on the second floor of X02 office quality inspection building, No. 58 Gaofan section, Baitang downline, Wucheng district, Jinhua city, Zhejiang province:
(5 ) on the fourth-fifth floor of Jianfeng building, No. 88 Wujiang east road, Jinhua city, Zhejiang province legal representative: Jiang Xiaomeng
(6 120) registered capital: RMB 149.07 million yuan
(7) main business: drug research and development and production (operating with valid license); Import of raw and auxiliary materials for production and scientific research; Imported mechanical equipment, instruments and spare parts. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments)
2, main financial data of the transaction target (unit: ten thousand yuan)
subject
2015 # December 31, 142 |
total assets |
| 104765.48 |
total liabilities |
| 70945.02 |
Ownership of Parent Company Owner's Equity |
| 30137.64 |
Asset-Liability Ratio |
| 67.72% |
|
| Year | Operating Income |
| 113292.85 |
Net Profit Attributable to Owner of Parent Company |
| 5924.42 |
Principles and Methods for Price Determination of (I) Related Party Transactions
This capital increase is to be based on the owner's equity attributable to the parent company after the annual audit of Jianfeng Pharmaceutical 2015 .
(II)'s total capital increase this time is 10,000
.49 million yuan, and the company enjoys the capital increase right of 99.16 million yuan according to its shareholding ratio. Tongji Guotou enjoys the capital increase right of 840000 yuan according to its shareholding ratio. If both parties are fully funded, after the completion of the capital increase, the registered capital of Jianfeng Pharmaceutical will increase to 198.53 million yuan, of which Jianfeng Pharmaceutical will account for 99.16 percent and Tongji Guotou will account for 0.84 percent.The amount of capital increase subscribed by the (III) capital increase party shall be remitted to Jianfeng Pharmaceutical's account before June 30, 2016
.5. the purpose of the related party transaction and its impact on the listed company
Jianfeng Pharmaceutical is a controlling subsidiary of the company, and its pharmaceutical business is one of the company's two main businesses. With the continuous expansion of the development scale, the demand for funds is also increasing, especially after the investment of Jinxi project, the debt ratio of Jianfeng Pharmaceutical is on the high side, the capital increase of Jianfeng Pharmaceutical will help improve its asset structure, enhance its strength and competitiveness, and will contribute to the healthy and sustainable development of the company's pharmaceutical industry.
6. the review procedure to be performed for the related party transaction
On April 8, 266, 2016 , the company held the 6th meeting of the 9th board of directors, and all eight directors of the company attended the meeting in person. Mr. Jiang Xiaomeng, the related director, avoided voting on the proposal, which is in line with the relevant provisions of the Company Law and the Articles of Association of the company, the resolutions made are legal and valid. After deliberation and voting, the board of directors deliberated and passed the "related party transaction proposal on capital increase of Jianfeng pharmaceutical" with 7 votes in favor, 0 against and 0 abstention. It was agreed that the company would invest 99.16 million yuan to increase the capital of Peak Pharmaceuticals.
The amount of this related party transaction has not reached 5% of the absolute value of the audited net assets of the company in 2015
. According to the company's "Articles of Association", it does not need to be submitted to the general meeting of shareholders for approval. Beforethe board of directors, the company reported to the independent directors, and the independent directors made a prior approval statement, believing that the capital increase price of the related party transaction was determined on the basis of the audited net assets and enjoyed the capital increase right according to the shareholding ratio of each shareholder, and that the company could ensure that its share of equity would not be reduced after participating in the capital increase. After the implementation of the related party transaction, it will effectively optimize the asset structure of the invested company, enhance the strength of the enterprise, enhance the competitiveness, and ensure the sustainable and healthy development of the enterprise. The above related party transactions did not harm the interests of the company and shareholders, and agreed to submit the proposal to the 6th 275 meeting of the ninth board of directors of the company for deliberation. The independent directors expressed their independent opinions on the resolution made by the board of directors, and believed that the formation of the resolution complied with the "Company Law", the "Articles of Association" and other relevant provisions, and did not harm the interests of small and medium shareholders.
The audit committee of the company's board of directors issued a written review opinion on the related transaction, and believed that the relevant information on the related transaction was complete and the company's management had conducted comprehensive communication with it. The related party transaction belongs to the normal economic behavior of the company and meets the needs of the company's operation and development; the price of capital increase is determined according to the audited net assets, and the capital increase right is enjoyed according to the shareholding ratio of each shareholder. After the capital increase, the company's equity share of the invested unit will not decline; the transaction follows the principles of fairness, impartiality, voluntariness and good faith, and does not harm the interests of the company and shareholders.
Tongji Company's participation in this capital increase still needs to be approved by its competent authorities and departments.6. Online Announcement Annex
(I) Statement Approved in advance by Independent Directors
(II) Independent Director Opinion Signed and Confirmed by Independent Directors
(III) Written Review Opinion of Audit Committee of Board of Directors on Related Party Transactions
Financial Statements and Audit Report of (IV) Jianfeng Pharmaceutical
hereby announce
April 12, 2016
More information
Pharmaceutical Company Established New Drug R & D Promotion Committee
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2020
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Jianfeng Pharmaceutical ranks among the top 100 Chinese pharmaceutical industries in 2019
On August 25, the "2019 Top 100 Series List of China's Pharmaceutical Industry" was released in Kunming. Zhejiang Jianfeng Pharmaceutical Company was shortlisted as one of the top 100 enterprises in China's pharmaceutical industry. The product Berunning (Olopatadine Hydrochloride Eye Drops) was selected as the "Most Growing Product Brand" of China's pharmaceutical industry ". The "Top 100 Pharmaceutical Industry Series List" was evaluated and released by Guangzhou Punctuation Pharmaceutical Information Co., Ltd., a subsidiary of the Southern Institute of Pharmaceutical Economics of the State Drug Administration, and is known as the "Oscar in Chinese Pharmaceutical Industry. Southern Institute is the earliest institution in China that specializes in pharmaceutical industry policy and market economy research, pharmaceutical market research, pharmaceutical economic data analysis and research, and pharmaceutical professional media publishing. It is in the field of market information value-added services and media communication and marketing services in China's pharmaceutical and health industry., The field of professional quality improvement has extremely extensive influence. The "Top 100 Pharmaceutical Industry" is comprehensively evaluated by the company's annual pharmaceutical industry sales revenue, total profit and R & D investment results. On the same day, the "most growing product brand" of Chinese medicine selected by the Southern Institute's media "Pharmaceutical Economic News" was released simultaneously. Spike Pharmaceuticals product Beirunning (Olopatadine Hydrochloride Eye Drops) was selected. (Xu Yuting)
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Company Disclosure 2020 Semi-Annual Report
On August 28, the Group held the 16th meeting of the 10th Board of Directors of the Company by means of communication, and considered and adopted the "2020 Semi-Annual Report of Jianfeng Group" and the "Proposal on Changes in the Company's Accounting Policy". On August 29, the Company's 2020 semi-annual report was publicly disclosed on the Shanghai Stock Exchange and the Shanghai Securities News and China Securities News. In the first half of the year, the Group focused on the general policy of "grasping projects, making up for shortcomings, improving quality and efficiency, and constantly improving the core competitive advantage", and on the basis of doing a good job in epidemic prevention and control, the Group seized the resumption of work and production, accelerated project construction, and enhanced the core competitiveness of enterprises. In the first half of 2020, the company achieved total operating income of 1.44 billion yuan, net profit attributable to shareholders of 0.368 billion yuan, net profit per share of 1.07 yuan. As of the end of June 2020, the Company's total assets were $5.892 billion, net assets were $4.068 billion, and net assets per share were $11.82. From February to April, affected by the epidemic, the national project construction progress slowed down, cement market demand decreased; after May, the epidemic was effectively controlled, infrastructure investment continued to recover, the real estate industry continued to pick up, cement sales steadily rebounded. During the outbreak, Daye Peak completed the technical transformation projects such as the cold machine, cement mill, into the desulfurization tower anti-corrosion transformation, to ensure the efficient operation of the production equipment after the resumption of work. Yunnan peak rotary kiln production, cement production and other major technical and economic indicators of steady rise; comply with market trends, timely adjustment of marketing policies. Guizhou Jianfeng has promoted the project infrastructure construction, equipment installation and commissioning, raw material bidding and other work in an orderly manner, and through preliminary publicity to enhance the popularity of the Jianfeng brand in the local area, and make a series of preparations for the transformation from project construction to production and operation. In the first half of 2020, the reform of China's medical and health system continued to deepen, and new policies were introduced intensively. Peak Pharmaceuticals and its subsidiaries in the epidemic prevention work at the same time in the first time to achieve the resumption of production, and actively organize donations to support the fight against the epidemic, was named the annual "war epidemic star" the most socially responsible pharmaceutical enterprises. In the first half of the year, Jianfeng Pharmaceutical continued to increase the introduction and development of varieties, and JFAN-1001 applied for clinical application of new anti-tumor drugs. At present, it has obtained the notice of approval for clinical trials. Optimize the production process of API workshop and further shorten the production cycle of raw materials. Continue to improve product sales policies and strengthen market channel control. Shanghai North Carolina further straightened out the internal management structure, production and marketing convergence more smoothly, continue to promote the construction of Anhui North Carolina and Anhui Zhongwang Phase II technical transformation project, promote the peak pharmaceutical raw materials, preparations integration of industrial upgrading strategy. Other business segments of the company actively responded to the challenge of the new crown epidemic and carried out production and operation activities in a standardized and orderly manner. Tianjin natural products company vigorously explore the international and domestic markets, sales revenue to achieve steady growth. Peak Health focuses on the basic idea of "sales orientation, burden reduction and efficiency improvement, fine-grained savings, cost reduction and efficiency enhancement" to effectively improve the operational efficiency of enterprises. Jianfeng International Trade has actively developed new storage business varieties and achieved practical results, and has become the first enterprise in Jinhua to formally obtain the qualification of "network freight. Peak cable seizes the special needs of communication cables such as subways, vigorously promotes large logarithmic cables for subways, and strives to achieve the long tail effect. On the same day, the company also held the 10th meeting of the Ninth Board of Supervisors and reviewed and approved relevant reports. (residual fruit)
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The company organizes new employee induction training
From August 12 to 14, in order to strengthen the training of talents in the group and improve the comprehensive quality of new employees, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, Yu Jianhong, general manager, and other leaders and heads of relevant enterprises and departments conducted a three-day induction training for new employees. New employees from foreign enterprises such as Guizhou Huangping Peak, Daye Peak and Shanghai North Carolina participated simultaneously through online methods. In the course of corporate culture, General Manager Yu Jianhong started from the history of the development and struggle of the peak, divided into five stages: hard work, determined reform, diversified development, strategic adjustment, and strategic development, and introduced in detail the development process of the group company and the current industrial layout., The results achieved; from the aspects of enterprise spirit, vision, development philosophy, values, business philosophy, etc, this paper introduces the peak corporate culture rooted in 62 years of history and inherited in the blood; from the perspective of an enterprise manager and old employees, he speaks a lot of truth to the new employees and puts forward a lot of hopes and suggestions. Chairman Jiang Xiaomeng took "How New Employees Achieve Win-Win with Enterprises" as the topic, and proposed that the key to the success of an enterprise lies in how to select, retain, educate and employ people. Peak and employees complement each other. Peak can achieve today's achievements and the struggle of generations of peak people are inseparable. He also taught new employees the basic concepts that need to be understood, the basic qualities that need to be possessed and the sense of hardship in entering the new environment through 16 key words, and combined with his own experience and quoting from others, he analyzed the core elements of success, the signs of a successful career, the personal qualities that need to be possessed for success, and the importance of establishing a personal knowledge management system, it expresses the ardent hope of new employees to adjust their mentality, keep learning, clear goals, clear dreams, cultivate win-win thinking, and grow up together with the peak. The heads of the human resources department of the group company, the safety management office of the group company, and the comprehensive department of the pharmaceutical company also taught the new employees the corporate rules and regulations and the "Employee Handbook", safety knowledge and professional ethics. The new employees also visited the group exhibition hall and had a deeper understanding of the development history and enterprise achievements of the peak. After the training, the human resources department also organized an examination to test the training effect. (Reporter Chen Shengmu)
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According to this newspaper, through the interconnection monitoring of the transportation department in Zhejiang province, the network freight platform of peak international trading company passed the online service capability audit, interface access audit, eight capability identification and other audit procedures, and successfully obtained the road transportation business license with the qualification of "network freight" on July 2. It is understood that Jianfeng International Trade is currently the first enterprise in Jinhua and Quzhou to obtain this qualification.
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