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
"Spike" Cement Becomes Yunnan Famous Brand Product
News from our newspaper At the beginning of the new year, good news came from Yunnan Jianfeng Cement Company. The "Jianfeng" brand cement successfully passed the examination and approval and won the title of "Yunnan Famous Brand Product. Since it was put into production in 2013, the "Jianfeng" brand cement produced by Yunnan Jianfeng has won good sales performance and reputation in the southwest Yunnan market, and its popularity and brand influence have been continuously improved. Therefore, Yunnan Jianfeng started to declare "famous brand products" in 2016. After preliminary data preparation, preliminary examination by Pu'er Municipal Bureau of Quality and Technical Supervision, expert review by Yunnan Provincial Bureau of Quality and Technical Supervision and on-site verification, Yunnan Provincial Bureau of Quality and Technical Supervision finally passed the examination and approval of "Yunnan Famous Brand Products" organized by Yunnan Provincial Strategic Leading Group for Implementing Brand and Strong Quality Province in 2017. The acquisition of this honorary title will further enhance the market competitiveness of Jianfeng Cement in southwestern Yunnan, and also increase the popularity of Yunnan Jianfeng, laying a more solid foundation for further market development in the future. (Li Chun)
2020
07-31
Chairman Jiang Xiaomeng proposed: "Four Focuses, Four Precautions" in 2017"
At the 2016 annual summary commendation conference held on January 20, Jiang Xiaomeng, secretary of the party Committee and chairman of the group company, made a concluding speech, fully affirming the company's work in 2016 and putting forward the requirements of "four focuses and four precautions" for the enterprise management in 2017. In his concluding speech entitled "Continuously Improve Organizational Competitiveness and Make persistent Efforts to Do All the Work in 2017", Jiang Xiaomeng said that in 2016, the group company won the silver medal of Zhejiang Industrial Award, the trademark of "Peak" was recognized as a well-known trademark in China, Yunnan Peak and Tianjin Natural Products Company achieved the best results in history, Daye Peak had the lowest production cost and best benefits in the region, and Peak Pharmaceutical had a good start in cooperation and upgrading, at the same time, Yunnan Jianfeng, Daye Jianfeng, pharmaceutical companies, natural products companies and other diligent and continuous development teams have emerged. A large number of individuals and collectives who work hard and hard are worthy of praise and affirmation. The ancients said that "good players seek momentum", "potential" is the situation, trend, situation, and development trend related to the overall situation; only those who seek momentum can stand high and see far. Only by being good at seeking the situation and then being good at taking advantage of the situation can we seize the first opportunity, find a new situation and create a new realm. New policies and new demands are forcing us to continue to reform and innovate. Managers at all levels must grasp the trend of industry and national policies in a timely manner, actively respond, follow the trend, and move in order to achieve better performance. In combination with the arrangements for 2017 in the general manager's report, Jiang Xiaomeng asked cadres and employees at all levels of the company to make great efforts to do so."
2020
07-31
"Spike" Cement Becomes Yunnan Famous Brand Product
News from our newspaper At the beginning of the new year, good news came from Yunnan Jianfeng Cement Company. The "Jianfeng" brand cement successfully passed the examination and approval and won the title of "Yunnan Famous Brand Product. Since it was put into production in 2013, the "Jianfeng" brand cement produced by Yunnan Jianfeng has won good sales performance and reputation in the southwest Yunnan market, and its popularity and brand influence have been continuously improved. Therefore, Yunnan Jianfeng started to declare "famous brand products" in 2016. After preliminary data preparation, preliminary examination by Pu'er Municipal Bureau of Quality and Technical Supervision, expert review by Yunnan Provincial Bureau of Quality and Technical Supervision and on-site verification, Yunnan Provincial Bureau of Quality and Technical Supervision finally passed the examination and approval of "Yunnan Famous Brand Products" organized by Yunnan Provincial Strategic Leading Group for Implementing Brand and Strong Quality Province in 2017. The acquisition of this honorary title will further enhance the market competitiveness of Jianfeng Cement in southwestern Yunnan, and also increase the popularity of Yunnan Jianfeng, laying a more solid foundation for further market development in the future. (Li Chun)
2020
07-30
On January 4, the Jinhua Federation of Industry and Commerce held the sixth member congress. Jiang Xiaomeng, chairman of the group company, was elected as the chairman of the Jinhua Federation of Industry and Commerce at the meeting, and served as 20 "2016 Xinyi Good Wu Merchants" One of the commendations from relevant departments. Jinhua city leaders Zhao Guangjun, and military and civilian, Huang Jinchao, Chen Xiao, Shao Guoqiang, Xu Zhangcai attended the opening ceremony of the conference. Zhao Guangjun, Secretary of the municipal Party committee, congratulated the convening of the conference on behalf of the four groups of the city. He hoped that the Federation of industry and Commerce at all levels and the majority of non-public economic personages would unify their thoughts and actions to the deployment requirements of the plenary session of the municipal Party committee, further strengthen their confidence, grasp the general trend, forge ahead, always maintain the correct political direction, firmly promote the development of non-public economy, and make greater contributions to the rise of Zhejiang. At this meeting, Jiang Xiaomeng, chairman of the group company, was elected as the new chairman of the Jinhua City Federation of Industry and Commerce. Jiang Xiaomeng said in his speech that the Federation of Industry and Commerce is a bridge and link between the party and the government to connect with people in the non-public economy, an assistant to the government in managing and serving the non-public economy, and an important window for the interests of the broad non-public economy. it represents the fundamental interests of the broad non-public economy. In the next five years, the new Federation of Industry and Commerce will continue to enhance cohesion and influence based on service; give full play to the role of "guidance" and "bridge", and always maintain sensitivity to the new situation with advanced awareness and long-term vision, and pay close attention to domestic and foreign Industrial development trends and economic development trends, timely discover new situations, study new problems, and act as a bridge between the government and enterprises
2020
07-31
On January 4, the Jinhua Federation of Industry and Commerce held the sixth member congress. Jiang Xiaomeng, chairman of the group company, was elected as the chairman of the Jinhua Federation of Industry and Commerce at the meeting, and served as 20 "2016 Xinyi Good Wu Merchants" One of the commendations from relevant departments. Jinhua city leaders Zhao Guangjun, and military and civilian, Huang Jinchao, Chen Xiao, Shao Guoqiang, Xu Zhangcai attended the opening ceremony of the conference. Zhao Guangjun, Secretary of the municipal Party committee, congratulated the convening of the conference on behalf of the four groups of the city. He hoped that the Federation of industry and Commerce at all levels and the majority of non-public economic personages would unify their thoughts and actions to the deployment requirements of the plenary session of the municipal Party committee, further strengthen their confidence, grasp the general trend, forge ahead, always maintain the correct political direction, firmly promote the development of non-public economy, and make greater contributions to the rise of Zhejiang. At this meeting, Jiang Xiaomeng, chairman of the group company, was elected as the new chairman of the Jinhua City Federation of Industry and Commerce. Jiang Xiaomeng said in his speech that the Federation of Industry and Commerce is a bridge and link between the party and the government to connect with people in the non-public economy, an assistant to the government in managing and serving the non-public economy, and an important window for the interests of the broad non-public economy. it represents the fundamental interests of the broad non-public economy. In the next five years, the new Federation of Industry and Commerce will continue to enhance cohesion and influence based on service; give full play to the role of "guidance" and "bridge", and always maintain sensitivity to the new situation with advanced awareness and long-term vision, and pay close attention to domestic and foreign Industrial development trends and economic development trends, timely discover new situations, study new problems, and act as a bridge between the government and enterprises
2020
07-30
"Peak" cement again won the title of "Zhejiang famous brand products"
On December 30, 2016, Zhejiang Famous Brand Strategy Promotion Committee issued an announcement that 258 products, including "Peak" brand cement, were rated as Zhejiang Famous Brand Products in 2016. Zhejiang famous brand products are based on the provisions of the "Zhejiang Famous Brand Product Identification and Management Measures" and the "Zhejiang Regional Famous Brand Evaluation Management Measures (Trial)", on the basis of voluntary declaration by enterprises, review and recommendation by the district and municipal quality and technical supervision departments, the provincial quality and technical supervision The department organizes preliminary review and evaluation, departmental verification, industry review, and is determined after deliberation by the plenary meeting of the Zhejiang Famous Brand Strategy Promotion Committee and social publicity. The validity period of Zhejiang famous brand products in 2016 is until December 31, 2019. Jianfeng brand cement has maintained this honor for 17 consecutive years since it first won the title of "Zhejiang Famous Brand Product" in 2000. Since the establishment of Jinhua Cement Factory in 1958, several generations of peak people have gone through ups and downs and made continuous efforts to create the "peak" cement brand, which enjoys a high reputation in Zhejiang region, especially in the central and southwest regions of Zhejiang. Peak cement is also based on this, out of Zhejiang, to the central and western regions of development. At present, in Zhejiang region, the "peak" cement trademark is still in the south peak, Fuyang Shanya, Tiger Eagle and other enterprises to maintain licensing use, in the past three years there are still more than 1100 million tons of "peak" brand cement supply Zhejiang market, peak brand effect has been greater play. (Cement Company)
2020
07-31