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
Zhang Yiwen, deputy director of the provincial science and technology department, visited the peak
News from our newspaper On July 17, Zhang Yiwen, deputy director of the Zhejiang Provincial Department of Science and Technology, and his entourage visited Jianfeng Group and had a discussion with leaders of group companies such as Jiang Xiaomeng and Yu Jianhong. Jiang Xiaomeng, chairman of the group company, introduced to Deputy Director Zhang Yiwen the development, business status, industrial structure adjustment, product innovation and research and development of Jianfeng Group in recent years from the cement, medicine and health sectors. Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, emphatically introduced the industrial layout, scientific research level, innovative development direction, achievements, and research projects of the pharmaceutical company. The two sides also exchanged views on information docking, innovation project support, industrialization projects and other related issues. Deputy Director Zhang Yiwen fully affirmed Jianfeng's work in recent years. He said that since Jianfeng's old cement industry has moved to other provinces in recent years, he has paid less attention to it. He did not expect to do so well now. What is particularly gratifying is that Jianfeng pays attention to the investment in technological innovation while developing, and clarifies the development direction of "making the enterprise bigger and stronger". It is a listed company that allows shareholders to rest assured. (Reporter Ni Yingzhen)
2020
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Zhang Yiwen, deputy director of the provincial science and technology department, visited the peak
News from our newspaper On July 17, Zhang Yiwen, deputy director of the Zhejiang Provincial Department of Science and Technology, and his entourage visited Jianfeng Group and had a discussion with leaders of group companies such as Jiang Xiaomeng and Yu Jianhong. Jiang Xiaomeng, chairman of the group company, introduced to Deputy Director Zhang Yiwen the development, business status, industrial structure adjustment, product innovation and research and development of Jianfeng Group in recent years from the cement, medicine and health sectors. Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, emphatically introduced the industrial layout, scientific research level, innovative development direction, achievements, and research projects of the pharmaceutical company. The two sides also exchanged views on information docking, innovation project support, industrialization projects and other related issues. Deputy Director Zhang Yiwen fully affirmed Jianfeng's work in recent years. He said that since Jianfeng's old cement industry has moved to other provinces in recent years, he has paid less attention to it. He did not expect to do so well now. What is particularly gratifying is that Jianfeng pays attention to the investment in technological innovation while developing, and clarifies the development direction of "making the enterprise bigger and stronger". It is a listed company that allows shareholders to rest assured. (Reporter Ni Yingzhen)
2020
07-30
"Jianfeng is the leader of Jinhua's state-owned industrial entities. Under the current situation of the'Belt and Road' and building the fourth largest metropolitan area in Zhejiang, it is necessary to give full play to the role of the main force and drive the development of the entire industry." On July 13, Jin Wensheng, director of Jinhua Economic and Information Commission, stressed this when he was doing a special survey at the peak. On the same day, Jin Wensheng and the heads of relevant business offices of the Economic and Information Commission came to the peak to conduct special investigations on the current transformation and upgrading of the building materials industry and how to give full play to the work of the Entrepreneur Association, and to have in-depth exchanges with the management team of the group company. Chairman Jiang Xiaomeng introduced in detail the adjustment of the company's industrial layout in recent years, the current operation of various industries and the development ideas in the next few years, which was unanimously affirmed by Jin Wensheng and his party. Jinhua City is currently striving to build the fourth largest metropolitan area in Zhejiang, and the development of industrial economy is one of the key factors to achieve this goal. Jin Wensheng introduced the industrial economic development plan of Jinhua City, hoping that the peak management will fully understand the situation, grasp the opportunity of "Belt and Road Initiative" and building the fourth metropolitan area, give full play to the management advantages, talent advantages, and capital advantages of established listed companies, make greater achievements in scientific and technological innovation and green manufacturing, and strive to become the Zhejiang model of "Belt and Road Initiative". So as to promote the common development of Jinhua industrial enterprises. The two sides also exchanged views on how to promote the transformation of Jinhua building materials industry, how to better play the role of organizations such as the Federation of Industry and Commerce, the Chamber of Commerce and the Entrepreneur Association, and how to do a good job in summer production safety. (Reporter Fu Yiwu)
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Teachers and Students of Zhejiang Gongshang University Visit Peak Health
News from our newspaper On the morning of June 9, a group of 18 teachers and students from Zhejiang Gongshang University came to Jianfeng Health for a visit and discussion, and conducted research on the establishment of Zhejiang Gongshang University Food Industrialization Research Institute in Jinhua. The leader of this visit is Professor Song Guanglei from the School of Food and Biological Engineering, Zhejiang Gongshang University. The teachers and students are mainly from the School of Food and Engineering, specializing in food science, food safety, biochemical and biotechnology, focusing on extraction and separation, functional activity and The research of functional food, in addition to the professor of the Department of E-commerce of the School of Management Engineering and E-commerce. Chen Daiyou, general manager of Jianfeng Health, Li Wende, deputy general manager, and relevant personnel from R & D, quality management, administrative personnel and other departments attended the forum. Li Wende introduced the basic situation, technical production level, scientific and technological research and development characteristics of Jianfeng Health Company in the form of PPT, as well as the relevant policies of Jinhua Municipal Government on talent introduction. Chen Daiyou focused on the development vision of Jianfeng Health Technology and the construction of scientific and technological talents, and welcomed graduate students from the Industrial and Commercial University to join the team of Jianfeng Health after graduation. Professor Song Guanglei fully affirmed the software and hardware facilities and humanistic management of Jianfeng Health Company. He said that most of the teachers and students who came to visit this time were professional in line with the industry of Jianfeng Health Company. The two sides could carry out in-depth cooperation in product development, technology upgrading and talent reserve. Fourteen graduate students also introduced their respective situations and study and research directions. After the symposium, the teachers and students visited the health company's testing center, R & D laboratory and plant extraction workshop with great interest.
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On June 27, an investigation team led by Pan Weiliang, President of Zhejiang Academy of human resources and social security sciences, and composed of relevant responsible persons of provincial and municipal human resources and social security departments, came to peak to evaluate the harmonious index of labor relations. The index of harmonious labor relations is an important basis for reflecting the degree of harmonious labor relations in a region. Every year, Zhejiang Province collects data from 30 sample enterprises of different sizes and types in terms of employee labor contract signing, social insurance participation, collective contract signing, collective wage negotiation, trade union establishment, labor disputes and labor safety, etc., to evaluate the labor relations in the province. During the peak period, the investigation team exchanged views with Xiang Chongping, deputy general manager of the group company, Qin Xuping, chairman of the trade union, Tang Zhengren, manager of the human resources department, etc. on the status of peak labor relations, checked relevant documents and materials within the enterprise, and conducted relevant questionnaire surveys on some cadres and employees. (this newspaper reporter)
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Teachers and Students of Zhejiang Gongshang University Visit Peak Health
News from our newspaper On the morning of June 9, a group of 18 teachers and students from Zhejiang Gongshang University came to Jianfeng Health for a visit and discussion, and conducted research on the establishment of Zhejiang Gongshang University Food Industrialization Research Institute in Jinhua. The leader of this visit is Professor Song Guanglei from the School of Food and Biological Engineering, Zhejiang Gongshang University. The teachers and students are mainly from the School of Food and Engineering, specializing in food science, food safety, biochemical and biotechnology, focusing on extraction and separation, functional activity and The research of functional food, in addition to the professor of the Department of E-commerce of the School of Management Engineering and E-commerce. Chen Daiyou, general manager of Jianfeng Health, Li Wende, deputy general manager, and relevant personnel from R & D, quality management, administrative personnel and other departments attended the forum. Li Wende introduced the basic situation, technical production level, scientific and technological research and development characteristics of Jianfeng Health Company in the form of PPT, as well as the relevant policies of Jinhua Municipal Government on talent introduction. Chen Daiyou focused on the development vision of Jianfeng Health Technology and the construction of scientific and technological talents, and welcomed graduate students from the Industrial and Commercial University to join the team of Jianfeng Health after graduation. Professor Song Guanglei fully affirmed the software and hardware facilities and humanistic management of Jianfeng Health Company. He said that most of the teachers and students who came to visit this time were professional in line with the industry of Jianfeng Health Company. The two sides could carry out in-depth cooperation in product development, technology upgrading and talent reserve. Fourteen graduate students also introduced their respective situations and study and research directions. After the symposium, the teachers and students visited the health company's testing center, R & D laboratory and plant extraction workshop with great interest.
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