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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

, registered capital: RMB 237,843,846 yuan

, 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.

, 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

(II) Tianshili Group's Main Financial Indicators in Recent Year

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.

Main Contents of Related Party Transactions

. 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.

and Tianshili Group's Capital Increase Subscription Notice require all shareholders to complete the subscription form before May 10, 2016

and 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 Companies

Tianshili 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 Directors

April 12, 2016

More information

The Party committee of the company organized and studied the spirit of the Sixth Plenary Session of the 18th CPC Central Committee

The Sixth Plenary Session of the 18th Central Committee of the Communist Party of China was held in Beijing from October 24 to 27. It reviewed and approved the "Several Guidelines on Political Life within the Party under the New Situation" and the "Regulations on Inner-Party Supervision of the Communist Party of China. On November 22, the party committee of the group company successively held party committee and branch secretary meetings to learn the spirit of the sixth Plenary session of the 18th CPC Central Committee and put forward requirements for organizational construction and party member management. At the branch secretary meeting, Jiang Xiaomeng, secretary of the party committee of the group company, preached the main contents of "some guidelines on Inner-Party political Life under the New situation" and "regulations on Inner-Party Supervision of the Communist Party of China. He pointed out that seeking truth from facts, integrating theory with practice, keeping close ties with the masses, criticizing and self-criticism, democratic centralism, and strict party discipline are the basic norms and working principles of inner-party political life accumulated by the Communist Party of China for several generations. In the new social environment, some party members and cadres have bred some unhealthy atmosphere, which has damaged the image and interests of the party, the Sixth Plenary Session of the 18th Central Committee of the Communist Party of China proposed to strengthen and standardize the political life within the party, take the party constitution as the foundation, adhere to the party's political line, ideological line, organizational line and mass line, strive to enhance the political, contemporary, principled and fighting nature of the party's political life, and strive to enhance the party's ability of self purification, self improvement, self innovation and self improvement, Efforts should be made to improve the party's leadership and governance level, efforts should be made to safeguard the authority of the Party Central Committee, ensure the unity and unity of the party, maintain the advanced nature and purity of the party, and strive to form a centralized, democratic and disciplined party in the whole party

2020

07-31

Jinxi plant environmental protection facilities through the completion of acceptance

On November 1, Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory successfully obtained the approval from Zhejiang Environmental Protection Department that the environmental protection facilities of the project passed the completion acceptance, and a key work of Jianfeng Pharmaceutical in 2016 came to an end. Jianfeng Pharmaceutical's annual output of 35 tons of cephalosporins, anti-tumor drugs and other raw material production lines and various preparation production lines technological transformation projects started construction in Jinxi Development Zone in October 2012 and were almost completed in September 2015. The construction of the project strictly abided by the "three simultaneous" system of environmental protection, conscientiously implemented the requirements in the environmental impact assessment report and its approval documents, and invested 19.34 million yuan in environmental protection facilities. The plant has basically realized the separation of clean and sewage. A new wastewater treatment system with a daily treatment capacity of 700 cubic meters and a "physical, chemical and biochemical" treatment process has been built, and an online monitoring device networked with the environmental protection department has been installed. All kinds of production wastewater, public works wastewater and domestic sewage are treated by the wastewater station and sent to Jinxi Sewage Treatment Plant for centralized treatment; there is an RTO regenerative incineration device of 10000 cubic meters per hour and a centralized treatment device of 4000 cubic meters per hour for chlorine-containing organic waste gas. All kinds of waste gas are discharged after collection and treatment. In October 2015, with the approval of Jinhua Economic and Technological Development Zone Branch of Jinhua Environmental Protection Bureau, the trial production of Jinxi project was carried out. After more than half a year of operation, in early July 2016, Zhejiang Environmental Monitoring Center Station carried out completion acceptance monitoring of environmental protection treatment facilities such as waste water and waste gas of Jinxi Pharmaceutical Factory, and issued a completion acceptance monitoring report of environmental protection facilities at the end of August.

2020

07-31

Jinxi plant environmental protection facilities through the completion of acceptance

2020

07-31

Jinxi plant environmental protection facilities through the completion of acceptance

2020

07-30

Daye Jianfeng Safety Standard was awarded as the only award-winning enterprise in daye city in 2015.

Due to the achievements made in the establishment of secondary safety production standardization, daye peak cement company recently received a special award of 200000 yuan from daye municipal government. In order to encourage industrial and commercial enterprises in the region to improve their production safety, daye municipal government set up a special fund in 2015, stipulating that 200000 yuan will be awarded to those who pass the secondary safety standardization review before December 31, 2015. It is understood that among the industrial and commercial enterprises in daye city, there were 4 enterprises that applied for and passed the examination in 2015, but only daye peak passed the examination before December. Therefore, Daye Peak has become the only enterprise that has won the special award for the establishment of the safety standard in Daye City in 2015. (Ye Meifang)

2020

07-31

Two Cement Enterprises Start to Implement "Big Patrol Inspection"

With the change of the competition situation in the industry, the profit space of cement production enterprises has been greatly squeezed. Reducing costs and increasing efficiency and job optimization have become the inevitable choice to improve the enterprise's own development ability and enhance the core competitiveness. In accordance with the requirements of the group company to realize the transformation from extensive management to lean management, combined with the advanced experience of peer enterprises, recently, Yunnan peak, daye peak two enterprises have implemented "big inspection" to promote the overall optimization of posts. On November 1, daye peak post inspection officially started full operation, starting from the limestone storage yard at the source of the production line to the cement storage. the original 15 posts were merged, and the best experienced mechanics, electricians and post workers were transferred to form a large inspection class, which was mainly responsible for on-site emergency disposal and post routine maintenance to ensure the normal production of the whole production line. In order to ensure the smooth implementation of the large-scale inspection, daye peak management team has repeatedly communicated and discussed with the heads of relevant workshops and departments, and held a special workshop post optimization promotion meeting in September to clarify objectives and responsibilities, formulate implementation steps, and do a lot of preparatory work. At the kick-off meeting for the implementation of the large-scale inspection on October 31, Zhang Fengliang asked daye peak employees to recognize the current situation of serious cement overcapacity and cruel market competition, understand the necessity of implementing the large-scale inspection, and asked the workshop leaders to do a good job in training and guiding the employees, shorten the transition period, normalize the operation of the large-scale inspection as soon as possible, and at the same time, managers should also change their working ideas and concepts and do a good job in full-time, strengthen the inspection, overhaul and maintenance of the regular day shift, and find and solve the problems existing in the equipment and process in time.

2020

07-30

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