Jianfeng Group Lin2016 -010 (Announcement on Related Party Transactions of Tianshili Capital Increase)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviations: Jianfeng Group No.: Pro 2016-010
Bond Abbreviations: 13 Peak 01 Bond Code: 122227
Bond Abbreviations: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Announcement on Related Party Transactions of Capital Increase to Tianshili Group
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 .
Important Content Reminder:
l Related Party Transactions with the Same Related Person: Approved by the Company's 9th 2 Board of Directors, the company's subsidiary Jinhua Pharmaceutical Co., Ltd. purchased drugs from Tianjin Tianshili Pharmaceutical Marketing Group Co., Ltd., a subsidiary of Tianshili Holding Group Co., Ltd. (hereinafter referred to as "Tianshili Group"). The daily related transaction amount in 2015 was 9.4958 million yuan.
l The related party transaction concerning capital increase shall also be submitted to the general meeting of shareholders of the Company for deliberation. And it needs to be reviewed by the shareholders' meeting of Tianshili Group.
Basic Information on 1. Related Party Transactions
(I) March 27, 2016 , the board of directors of Tianshili Group made a resolution to use the audited consolidated statement of Tianshili Group at the end of 2015 attributable to the owner's equity of the parent company of 3,486,285,707.01 yuan as the basis for monetary capital increase, with the total amount of capital increase being RMB 1.55 billion yuan. The Company holds 20.76 of the shares of Tianshili Group, and the amount of capital increase enjoyed by the Company is 321,823,126 yuan.
(II) Mr. Jiang Xiaomeng, chairman of the company, and Mr. Du Zihong, director of the company, concurrently served as vice chairman and director of the board of directors of Tianshili Group. According to the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules, Tianshili Group is a related legal person of the company. This capital increase constitutes a related party transaction.
(III) The amount of this related party transaction is 321,823,126 yuan, more than 30 million yuan, and accounts for more than 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.
Introduction of 2. Related Parties and Related Relations
Basic Information of (I) Related Parties
1 , Name: Tianshili Holding Group Co., Ltd.
2 , Nature of Enterprise: Limited Liability Company
3 , Place of Registration: tianjin Beichen Science and Technology Park
4 , main office location: No. 82 5
, No. 2, Puji River Dongdao, Beichen District, Tianjin, legal representative: Yan Xijun
6, registered capital: RMB 237,843,846 yuan
7, scope of business: foreign investment and holding; natural plant medicine cultivation and related processing and separation; organize affiliated enterprises to carry out product production, scientific research, sales, import and export business, etc.
8, Current shareholding structure:
| Shareholder Name |
Proportion of Registered Capital (% ) |
| Tianjin Dishili Investment Holding Group |
61.68 |
| Zhejiang Jianfeng Group Co., Ltd. |
20.76 |
| Tianjin Central Pharmaceutical Co., Ltd. |
17.56 |
audited by Tianjian Certified Public Accountants, as of December 31, 2015
, the total assets of Tianshili Group in the consolidated statement were 25.837 billion yuan, the total owner's equity was 8.941 billion yuan, and the owner's equity attributable to the parent company was 3.486 billion yuan. In 2015, the total operating income was 14.243 billion yuan, the net profit was 1.093 billion yuan, and the net profit attributable to the owners of the parent company was 0.255 billion yuan.
Tianshili Group is the controlling shareholder of listed company Tianshili Pharmaceutical Group Co., Ltd. (600535). Tianshili Group holds 45.18 of Tianshili's shares.
3.Main Contents of Related Party Transactions
1. In recent years, the industrial scale of Tianshili Group has been continuously expanding, the number of investment projects has increased, and the demand for funds has increased. 2016# On March 27, 176, the board of directors of Tianshili Group made a resolution. plans to make a monetary capital increase based on the audited consolidated statement of 2015 at the end of the year attributable to the owner's equity of the parent company of 3,486,285,707.01 yuan. The total amount of capital increase is 1.55 billion yuan, of which: 105,745,195 yuan increases the registered capital, 1,444,254,805 yuan is included in the capital reserve, and the registered capital of the company is increased from 237,843,846 yuan to 343,589,041 yuan after the capital increase. 2
and Tianshili Group issued a "Capital Increase Subscription Letter" to each shareholder to confirm the amount of capital increase subscribed by each shareholder. If the relevant shareholder gives up the subscription or undersubscribed part, the fully subscribed shareholder may oversubscribe according to the shareholding ratio. The subscribed capital increase shall be remitted to the account of Tianshili Holding Group Co., Ltd. before December 15, 2016. 3
and Tianshili Group will determine the final capital increase plan according to the subscription of relevant shareholders and submit it to the shareholders' meeting of Tianshili Group for deliberation. The articles of association of the company shall be amended accordingly after being examined and approved by the shareholders' meeting.4
and Tianshili Group's Capital Increase Subscription Notice require all shareholders to complete the subscription form before May 10, 2016and deliver it to Tianshili Group. According to the Capital Increase Subscription Notice, the Company has the right to subscribe for a capital increase of $321,823,126. If the Company subscribes in full, it has the right to subscribe for the amount waived by other shareholders in proportion to their shareholdings. 4. Related Party Transaction
Purpose and Impact on Listed CompaniesTianshili Group is an important joint venture of the Company. Through nearly 20
years of development, Tianshili Group has developed into a leading enterprise in the modernization of traditional Chinese medicine, and the Company has obtained good investment returns through this investment. According to the company's development strategy, it will adhere to the two main businesses of cement and medicine, focus on cultivating the health products business segment, and continuously strengthen the company's main business. If Tianshili Group completes this capital increase plan, the registered capital will be increased to 343,589,041 yuan, and the Company still holds 20.76 percent of the shares of Tianshili Group.5. Review Procedure
On April 8, 2016
, the company held the 6th meeting of the 9th board of directors. All eight directors of the company attended the meeting in person. The related directors Mr. Jiang Xiaomeng and Mr. Du Zihong avoided voting on the proposal, which complied with the relevant provisions of the Company Law and the Articles of Association of the company, and the resolution made was legal and valid. After deliberation and voting, the board of directors deliberated and passed the "related party transaction proposal on capital increase of Tianshili group" with 6 votes in favor, 0 against and 0 abstention. It is agreed that the company will contribute 321,823,126 yuan to increase the capital of Tianshili Group and will not participate in the oversubscription.According to the company's "Articles of Association", this related party transaction must be approved by the general meeting of shareholders after being reviewed by the board of directors. Related parties interested in the related party transaction will waive the exercise of the proposal at the general meeting of shareholders. Voting rights. Before
the 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 215 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.
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) Tianshili Group
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of DirectorsApril 12, 2016
More information
News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
2020
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News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
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On August 3, Shanghai Beika Pharmaceutical Technology Co., Ltd., a holding subsidiary of Jianfeng Pharmaceutical Co., Ltd., signed an equity transfer agreement with the shareholders of Anhui Zhongwang Pharmaceutical Co., Ltd. to invest 20.62 million yuan to acquire all 100 shares of the company. This is another important move by Jianfeng Pharmaceutical to build a production base for raw materials after the acquisition of shares in Shanghai North Carolina at the beginning of the year. Anhui Zhongwang is located in Xiangyu Chemical Park, Dongzhi County, Chizhou City, Anhui Province. It is a pharmaceutical intermediate manufacturing enterprise integrating R & D, production and sales, focusing on the R & D, production and sales of fine chemicals such as characteristic medicine, intermediates and new materials. The main business activities are the production and sales of 92% potassium hydrogen fluoride and 8% potassium fluoride mixture, ethyl acetate, aqueous DMF, aqueous triethylamine, toluene, methanol, acetic acid, DMF, triethylamine, industrial sodium chloride, chemical products (except hazardous chemicals and explosives) production and sales; research and development of biopharmaceuticals, chemical raw materials, pharmaceutical intermediates and fine chemicals. The company has built two ofloxacin carboxylic acid production lines with a total production capacity of 1200 tons/year, and its supporting safety, environmental protection, storage, and management systems, and has passed ISO9001: 2015 quality management system certification, ISO14001: 2015 environmental management system certification, OHSAS18001: 2015 occupational health and safety management system certification and safety three-level standardization construction; the main products of oxyfluorocarbons, oxyfluorocarbons, levooxyfluorocarbons, levooxyfluorocarbons have passed the on-site audit of well-known domestic pharmaceutical companies, and levofluorocarbons have passed the on-site audit of Indian pharmaceutical companies, 2
2020
07-31
"Active Dendrobium superfine powder" technology patented
The technical achievement of Jianfeng Health Technology Company "a preparation method of active Dendrobium officinale superfine powder" has recently obtained an invention patent, with the patent number ZL 201510242263.8 and the validity period of 20 years. Compared with the traditional method, the Dendrobium officinale powder prepared by this technology fully retains the original drug activity, and the bioavailability is doubled. Dendrobium officinale is known as "plant gold". It has the effects of nourishing the stomach, nourishing yin and clearing heat, moistening the lung and kidney, and strengthening the waist. The common traditional Chinese medicine on the market is made of fresh Dendrobium officinale while heating. It is twisted into a spiral or spring shape and dried and processed. People usually smash the iron maple bucket into fine powder and take it together with American ginseng fine powder. However, conventional drying will cause the active ingredients and effective ingredients of Dendrobium officinale to be damaged, and the taste, color and appearance will change. In addition, the crushing time is relatively long, and some materials are heated relatively high during crushing, which further leads to the decrease of its efficacy, and the rehydration of the processed fine powder is also relatively poor, thus affecting the effect. The patent achievement of "a preparation method of active Dendrobium officinale superfine powder" effectively solves the above-mentioned drawbacks. This method pulverizes Dendrobium officinale after vacuum freeze-drying by a low-temperature ultra-high-speed airflow pulverization process, and controls the pulverization temperature to 20 ℃ and below, thus avoiding quality deterioration reactions such as oxidation of active ingredients, destruction of volatile oil and other heat-sensitive substances during the pulverization process of Dendrobium officinale. Its fineness can reach more than 95% and its particle size is less than 20μm, which improves the fineness of traditional Dendrobium officinale powder.
2020
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News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
2020
07-31
News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
2020
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