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
Editor's note: During the National Day, the "Jinhua New Observation" column of Jinhua TV Station launched a series of reports on "National Day New Observation: New Development of Old Enterprises" to understand the new developments of those old enterprises that have grown up with New China in the new era. October 3 broadcast of the "peak of the 'centennial 'ideal", about the development of the peak group and the future direction of development. The "century" ideal of the peak Jinhua TV reporter Wang Dujuan Jiang Qian host: speaking of Zhejiang Jianfeng Group Co., Ltd., Jinhua people are no stranger. The older generation of Jinhua people are more familiar with, may be the predecessor of Jianfeng Group-Jinhua Cement Factory. Open the first old photo 58 years ago, surrounded by mountains and a rice field in the middle. Old Jinhua can see at a glance that this is the Wise Temple, 8 kilometers north of Jinhua City and east of the former Zhuangtou of Luodian Town. In August 1958, the first group of pioneers came here and built Jinhua's first cement factory on a desolate hillside of 16.94 mu with a pair of hands and warm blood. From the earliest cattle-drawn ball forming machine to the electric ball forming machine, from pure manual labor to machine substitution, it took 26 years of hard work. By 1983, the annual output of peak cement reached 120000 tons, the output value was 6.75 million yuan, and the profit was 2.4 million yuan. In these 26 years, the cement plant has experienced a difficult period of the country, and the ten-year catastrophe of the "Cultural Revolution" has finally ushered in a good time of reform and opening up with tenacious vitality, laying the foundation for steady development in the future. Looking at these old pictures,
2020
07-31
Peak Cement Successfully Enters Lancang Airport Project
News from our newspaper On September 26, the first batch of airport runway cement produced by Yunnan Jianfeng Cement Company was successfully delivered to the Lancang Airport site, which marked another important step in the expansion of Jianfeng Cement in the southwest Yunnan market. Lancang Airport is located in Donghi Town, Lancang Lahu Autonomous County, Pu'er City. It is the center of the "three counties" and "Pu'er Green Triangle" tourist areas of Lancang, Menglian and Ximeng, with a wide range of radiation and obvious location advantages. The project is a national "Twelfth Five-Year Plan" construction project and a key construction project in Yunnan Province. It was approved by the State Council and the Central Military Commission in January 2013. It started construction at the end of November 2014 and is expected to be completed in April 2017. The current project of Lancang Airport is designed to meet the target of 250000 passenger throughput and 750 tons of cargo throughput by 2020, including the construction of a 2600-meter-long and 45-meter-wide runway, the construction of a new 3000-square-meter terminal building and 4 apron parking spaces, including communication, navigation, lighting, meteorology and other supporting projects. The total investment of the project is 1.533 billion yuan. Upon completion, it can be used for Boeing 737 series, Airbus A319 and A320 series, MA-60 and other passenger aircraft take off and land. Since the start of the Lancang Airport project, Yunnan Peak has listed it as an important goal to strive. Compared with ordinary cement, special cement for airport runways has the characteristics of small shrinkage, strong wear resistance, good frost resistance and low alkali content in addition to the requirements of ordinary 42.5 Portland cement. To this end, Yunnan peak in the project to strive for at the same time, the collection of technical forces to tackle the problem, in the clinker composition to determine, cooked.
2020
07-31
Jianfeng won the Zhejiang Industrial Award
A few days ago, we learned from the relevant departments of Zhejiang Province that the company won the 2016 "Zhejiang Industrial Award Silver Award". Zhejiang Industrial Award was established in 2014 and is selected every two years. The purpose of carrying out the selection and commendation of the Zhejiang Industrial Awards is to thoroughly implement the "August 8 Strategy", comprehensively implement the innovation-driven development strategy, speed up the industrial transformation and upgrading with the "four for three" as the starting point, and commend the adherence to the scientific concept of development. adhere to industry, conscientiously fulfill social responsibilities, establish a modern enterprise system, and take a new road of industrialization with characteristics. The evaluation work is jointly organized and implemented by Zhejiang Industrial Economic Federation, Enterprise Federation, Entrepreneur Association, relevant provincial industry associations, municipal industrial economic federations, enterprise federations, entrepreneur associations, and relevant units. The award review committee is composed of relevant government departments, provincial "three committees", relevant provincial industry associations, and experts in industrial economy, management, finance, taxation, quality, environmental protection, safety, technology, and law, the participating enterprises are comprehensively evaluated from the aspects of industry demonstration role, scientific and technological innovation, economic benefits, resource utilization, environmental protection, brand strategy, product quality, production safety, social responsibility, enterprise management, human resources and so on. "The enterprises that have won the Zhejiang Industrial Award this time are all outstanding enterprises that have made significant contributions to the promotion of Zhejiang's economic development; they are all leading enterprises, backbone enterprises, and high-growth enterprises from different industries, representing the scale of Zhejiang's industrial development. The direction and leading spirit represent the highest level of Zhejiang's industrial development." According to the organizers related negative
2020
07-31
Peak Cement Successfully Enters Lancang Airport Project
News from our newspaper On September 26, the first batch of airport runway cement produced by Yunnan Jianfeng Cement Company was successfully delivered to the Lancang Airport site, which marked another important step in the expansion of Jianfeng Cement in the southwest Yunnan market. Lancang Airport is located in Donghi Town, Lancang Lahu Autonomous County, Pu'er City. It is the center of the "three counties" and "Pu'er Green Triangle" tourist areas of Lancang, Menglian and Ximeng, with a wide range of radiation and obvious location advantages. The project is a national "Twelfth Five-Year Plan" construction project and a key construction project in Yunnan Province. It was approved by the State Council and the Central Military Commission in January 2013. It started construction at the end of November 2014 and is expected to be completed in April 2017. The current project of Lancang Airport is designed to meet the target of 250000 passenger throughput and 750 tons of cargo throughput by 2020, including the construction of a 2600-meter-long and 45-meter-wide runway, the construction of a new 3000-square-meter terminal building and 4 apron parking spaces, including communication, navigation, lighting, meteorology and other supporting projects. The total investment of the project is 1.533 billion yuan. Upon completion, it can be used for Boeing 737 series, Airbus A319 and A320 series, MA-60 and other passenger aircraft take off and land. Since the start of the Lancang Airport project, Yunnan Peak has listed it as an important goal to strive. Compared with ordinary cement, special cement for airport runways has the characteristics of small shrinkage, strong wear resistance, good frost resistance and low alkali content in addition to the requirements of ordinary 42.5 Portland cement. To this end, Yunnan peak in the project to strive for at the same time, the collection of technical forces to tackle the problem, in the clinker composition to determine, cooked.
2020
07-31
Peak Cement Successfully Enters Lancang Airport Project
News from our newspaper On September 26, the first batch of airport runway cement produced by Yunnan Jianfeng Cement Company was successfully delivered to the Lancang Airport site, which marked another important step in the expansion of Jianfeng Cement in the southwest Yunnan market. Lancang Airport is located in Donghi Town, Lancang Lahu Autonomous County, Pu'er City. It is the center of the "three counties" and "Pu'er Green Triangle" tourist areas of Lancang, Menglian and Ximeng, with a wide range of radiation and obvious location advantages. The project is a national "Twelfth Five-Year Plan" construction project and a key construction project in Yunnan Province. It was approved by the State Council and the Central Military Commission in January 2013. It started construction at the end of November 2014 and is expected to be completed in April 2017. The current project of Lancang Airport is designed to meet the target of 250000 passenger throughput and 750 tons of cargo throughput by 2020, including the construction of a 2600-meter-long and 45-meter-wide runway, the construction of a new 3000-square-meter terminal building and 4 apron parking spaces, including communication, navigation, lighting, meteorology and other supporting projects. The total investment of the project is 1.533 billion yuan. Upon completion, it can be used for Boeing 737 series, Airbus A319 and A320 series, MA-60 and other passenger aircraft take off and land. Since the start of the Lancang Airport project, Yunnan Peak has listed it as an important goal to strive. Compared with ordinary cement, special cement for airport runways has the characteristics of small shrinkage, strong wear resistance, good frost resistance and low alkali content in addition to the requirements of ordinary 42.5 Portland cement. To this end, Yunnan peak in the project to strive for at the same time, the collection of technical forces to tackle the problem, in the clinker composition to determine, cooked.
2020
07-30
Peak two enterprises were commended
On September 23, the launching ceremony of the 2016 Jinhua Zhejiang Shopping Festival and the 2015 Jinhua Honest Enterprise Commendation Conference were held in the urban people's square. Jianfeng Group's Jinhua Jianfeng Pharmacy Chain Co., Ltd. and Zhejiang Jianfeng International Trade Co., Ltd. were commended.
2020
07-31
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