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
Since the implementation of the large-scale inspection in early November 2016, Daye Jianfeng Cement Company has embarked on a comprehensive institutional adjustment and optimization, which has been carried out for more than five months. In just a few months, the internal management of Daye Peak has achieved a preliminary transformation, the process has been further straightened out, and the work efficiency has also been significantly improved. Reduce the hierarchy and further flatten the management. In the past, in order to avoid responsibilities, there were often repeated and overlapping settings in the setting of enterprise posts, and even there were cases where no one handled the accident and no one took responsibility. In order to truly realize flat management, daye peak merged the original production department, technology department, manufacturing workshop and finished product workshop to form a manufacturing department in early January this year after the implementation of large-scale inspection. Merging the former Environmental Security Department and the Comprehensive Management and Security Department to form the Environmental Security Department; The purchasing functions of the original departments were merged into the purchasing department. The functions of the infrastructure section of the former comprehensive management department were merged into the waste heat power generation department. After the adjustment of the organization, the members of the management team in charge of production also served as department managers, realizing the "sinking" of management ". Adjust and formulate the responsibility system to ensure that tasks are on duty and responsibilities are on duty. In response to changes in institutions and job settings, Daye Peak has carried out a comprehensive revision of the job responsibility system, making requirements around the key indicators of various departments and positions, and implementing "personalization" of responsibilities ". For example, the relevant indicators of mechanics focus on the consumption of machinery and materials, the operation rate of the equipment under their jurisdiction, and the failure time, and the hook for cement and clinker production has been canceled. Responsibility assessment is carried out according to post responsibilities and relevant management systems, and the assessment has been strengthened. In order to understand the actual effect of daye peak institutional reform, on March 30, the group company
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End of 2016 Qualification Review
According to our newspaper, the 2016 employee qualification evaluation work ended a few days ago, and 380 employees obtained new qualifications. Since the implementation of the employee qualification evaluation system in 2010, it has produced certain results in promoting employees to strengthen self-learning and improve and establish a multi-channel career development system for employees. Since the company's cement sector was included in the scope of qualification management for the first time, in accordance with the relevant regulations of the company's employee qualification management, the written examination for this review was conducted in Jinhua, Daye, and Pu'er on December 25, 2016. After professional knowledge examination, performance evaluation and comprehensive evaluation, the qualification of the corresponding grade and grade is finally determined. A total of 380 employees participated in the review, including 40 in management, 59 in technology and 281 in technicians. According to the unit, there are 2 people in the group department, 186 in daye peak, 89 in Yunnan peak, 56 in pharmaceutical company, 6 in international trade company and 41 in peak health. For employees who apply for qualifications above level 3, Group Barton organized a unified review. According to the final results, more than 6 per cent of the total number of persons rated as three or more qualified. (this newspaper reporter)
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The party Committee of the group company has determined its work ideas and work plan for 2017 a few days ago, and relevant work has been arranged below. In view of the current new political and economic situation and the task of enterprise transformation and development, the general requirements of the Party Committee of the Group Company for 2017 are: to thoroughly study and implement the spirit of the Sixth Plenary Session of the 18th CPC Central Committee and the series of important speeches by General Secretary Xi Jinping, the spirit of the Seventh Party Congress of Jinhua City, to closely revolve around the center of enterprise production, operation and reform and development, and to adhere to scientific development and cross-regional development as the first priority, in order to continue to carry out the study and education of "five stars striving for innovation" and "two learning and one doing", we should highlight the main line of comprehensively and strictly administering the party according to the rules, firmly establish the political awareness, overall situation awareness, core awareness and alignment consciousness of the majority of Party members and cadres, strengthen and improve the party building work in enterprises in the spirit of reform, and strive to improve the scientific, standardized and institutionalized level of Party building work in enterprises, in order to promote the scientific development of the group company, leapfrog development and harmonious development, it provides a strong political, ideological and organizational guarantee. The working idea of the Party Committee of the Group Company in 2017 is to focus on "one center", adhere to "one concept", highlight "three key points" and do a good job in "three constructions". That is: centering on the "one center" of enterprise production, operation and reform and development, we should strive to strengthen the "one concept" of "the organic unity of the party's leadership and the improvement of corporate governance"; to "thoroughly implement the main responsibility of the party committee; continue to carry out the study and education of" two learning and one doing "; and improve the system of party building work" as the "three key points", and focus on "team building and team building
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Yunnan peak through the safety standard secondary acceptance
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2020
07-31
Yunnan peak through the safety standard secondary acceptance
On March 21, Yunnan Jianfeng Cement Company successfully passed the evaluation and acceptance of secondary enterprises for safety production standardization. On the same day, a review team composed of leaders of the Yunnan Provincial Work Safety Supervision Bureau and relevant experts reviewed the implementation of the establishment of Yunnan Jianfeng safety production standardization secondary enterprises. According to the 13 elements involved in the "Standard for Assessment and Rating of Safety Production Standardization in Cement Enterprises", the review team conducted strict assessment and scoring item by item through grouping to check the site and review the data, and finally determined that Yunnan Peak passed the standard acceptance of safety standardization secondary enterprises. Yunnan Jianfeng has always attached great importance to safety production. After passing the three-level safety standard enterprise review in 2015, in order to raise the level of enterprise safety management to a new level, in 2016, it began to create secondary safety standardization. Over the past year, Yunnan Jianfeng has insisted on taking the creation of secondary safety standards as the top priority of production and operation management, and has formulated an implementation plan for production safety standardization in accordance with the requirements of national standardization norms. the content covers production safety responsibility system, education and training, safety inspection, safety facilities management and other safety production management standards, systems and post safety operation procedures, while further strengthening daily safety inspection and regularly organizing emergency plan drills, strengthen the investigation and rectification of potential safety hazards and the supervision of important hazard sources, and further consolidate the foundation of enterprise safety production management. After the review, Zhou Jiping, general manager of Yunnan Jianfeng, said that Yunnan Jianfeng will take this standard as a new starting point. On the basis of consolidating the accident-free achievements in production safety for two consecutive years, it will conscientiously implement the main responsibility of production safety and cultivate
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