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
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)
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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)
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"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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