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
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-31
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-30
The company's two projects received financial subsidies for the integration of the two.
Recently, according to the requirements of relevant documents of the municipal government, the municipal economic and information Commission and the municipal finance bureau, the two projects of the group company's "human resources management system" and the "automation project of traditional Chinese medicine extraction workshop" of the peak health technology company passed the review and obtained the financial subsidy funds for the integration of the two in Jinhua city in 2016. The "Human Resources Management System" project of the group company will be implemented from July 2015 to January 2016. The project includes functional modules such as organizational structure management, employee information management, contract management, salary management, welfare management, report management, etc. The information platform of human resource management has been set up in the whole group, and nearly 3000 employees of the whole group have been included in this system, which has changed the stand-alone version mode of the previous personnel management system. It is easy to use and has easy expansibility, which can not only meet the current management requirements of the enterprise, it can also adapt to the needs of future enterprise development and changes, and the design of the system architecture can improve the efficiency of database operation and security management, data concentration and distribution processing. The "Automation Project of Traditional Chinese Medicine Extraction Workshop" project of Jianfeng Health combines the current situation and development requirements of the enterprise, taking the construction of the project with an annual output of 1000 tons of Chinese herbal pieces and 1000 tons of plant extraction as an opportunity to deeply study the production process, and gradually establish a unified, comprehensive, integrated and real-time shared management information platform through systematic planning, gradual promotion, continuous improvement and perfection. Compared with the traditional production process, the project reduces the interference of human factors, improves the on-site operating environment, saves labor costs to a certain extent, and improves the utilization rate of raw materials, energy and equipment.
2020
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Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-30
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-31
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-31