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
Daye Jianfeng Jinshan limestone mine is included in the national green mine list.
On January 11, the Ministry of Natural Resources issued an announcement announcing the list of mines that were included in the national list of green mines in 2020, with the Jinshan limestone mine of Daye Peak Cement Company among them. The final result of the green mine selection is in accordance with the requirements of the notice of the general office of the Ministry of natural resources on doing a good job in the selection of green mines in 2020 (natural resources office letter [2020] No. 839), on the basis of enterprise self-evaluation, third-party evaluation, provincial verification and recommendation, after examination and social publicity. In 2020, a total of 301 mines were selected and included in the national green mine list, subject to social supervision. Green mine refers to the implementation of scientific and orderly mining in the whole process of mineral resources development, the control of the disturbance of the mining area and the surrounding ecological environment within a controllable range, and the realization of environmental ecology, scientific mining methods, efficient resource utilization, and management Information digitization and mining area community harmony of the mine. In order to meet the selection criteria of national green mines, we must carry out the work from two categories and nine aspects, namely, the comprehensive utilization of resources, technological innovation, energy conservation and emission reduction led by the technical strength of mining enterprises, and the operation of mines according to law, standardized management, environmental protection, land reclamation, community harmony, corporate culture and so on. These requirements fully reflect the development concepts advocated by the current state, such as people-oriented, harmonious development of society and environment, and sustainable development. Jinshan limestone mine is a limestone raw material mine supporting Daye peak production line, about 1km away from the plant. Since it was put into operation, Jinshan limestone mine has been carrying out ore mining according to law. With the deepening of the establishment of green mines, Daye Peak, based on the principle of "mining while managing", has made orderly progress in the work of mine greening, dust control and information-based intelligent mine construction. It has successively built a centralized management and control platform for mine automation, integrating automatic control system, remote monitoring system, reserve management system and various monitoring systems, basically realizing the automation of fixed facilities and unattended operation. Harden the roads in mining areas; tens of millions of yuan have been invested in the restoration and management of the geological environment, planting more than 20000 camphor trees, Luan Shu and other seedlings, more than 2000 square meters of Parthenocissus creeper, laying more than 26000 square meters of lawns, and spraying more than 60000 square meters of guest soil. The forest land in some areas that will not be mined within 5 years has been restored, and the overall look of the mining area is new, which fully embodies the green mine development concept of "innovation, green, green. (this newspaper reporter)
2021
01-21
A few days ago, daye peak cement company donated 100000 yuan to daye city charity association as a poverty alleviation fund. A group of agents in Hubei province of peak cement visited left-behind children and families of poor students in Gulin town, where Huang ping peak cement company is located, and formed a helping pair with 8 poor students. Spike poverty alleviation and aid to write a new page. Jianfeng has always had a tradition of helping the poor and helping students. In addition to donating eight hope primary schools in Jinhua, Tibet, Xinjiang, Gansu, Yunnan and other places, individual or collective employees also subsidize poor students to complete their studies through fixed-point pairing and participation in the hope project. From the beginning of its establishment, Daye Jianfeng's employees have spontaneously contributed personal funds to pair with local poor students to provide help to students in need; in recent years, they have also helped children from poor employees' families complete their studies through "Golden Autumn Aid" and other channels. At the simple donation ceremony of the student aid fund held by Daye Peak, Zhang Fengliang, deputy general manager of the group company and general manager of Daye Peak, said that helping poor students realize their dreams of studying and dedicating a love to Daye's education is Daye The unshirkable responsibility of the peak people is the responsibility of the enterprise. As a key enterprise in Daye City, Daye Peak has been fulfilling its social responsibilities with practical actions while developing, and will continue to support and participate in this meaningful work that benefits the country and the people in the future. Ke Lingxiao, deputy secretary-general of the Daye Chu Chamber of Commerce and director of the Party Committee Office, attended the donation ceremony. Yang Jianxiong, the relevant person in charge of the Daye Charity Federation, accepted donations on behalf of the Charity Federation. In mid-December 2020, a group of agents from Peak Cement Hubei went to Gulin Town, Huangping County, Guizhou Province, to have a discussion with the leaders in charge of education in Gulin Town and the principals of some schools in the area to learn about the local education work. In order to have a closer understanding of the life and study of poor students, they also went deep into the local mountainous areas to visit left-behind children and poor students. An agent said: "The peak has given us this platform, our career development today is closely related to the peak, in a way, we are also 'peak man'. It is a very meaningful thing to go to Guizhou to experience the new factory style of Huangping Peak, to send warmth to the local poor children and to show the love of Peak agents." After on-the-spot visits, eight children were finally identified as the objects of assistance, some of which were orphans, some were single-parent families, and some of the parents suffered from major diseases that led to family poverty. In the future, peak agents will help these children in their lives and studies, so that they can complete their studies in peace of mind. (Zhu Yong and Lu Meiyan)
2021
01-11
Peak Metro Special Communication Cable Patented
On December 11, the cable company's subway special communication cable utility model patent authorization announcement, this is the cable company's fourth new utility model patent this year. Metro special communication cable is a kind of special cable which is optimized and improved on the basis of traditional urban communication cable. In order to meet the requirements of the subway environment and users, the cable company studies the longitudinal waterproof, radial waterproof and high flame retardant performance of the cable. In terms of longitudinal waterproofing, the traditional use of hot oil paste is changed to cold oil paste, and an automatic oil filling device is made, which not only simplifies the structure of the filling equipment, reduces the investment cost and floor area of the equipment, but also has simple filling process, easy operation and control, stable product quality, energy consumption saving, production cost reduction, no paste dripping during filling, and clean and pollution-free production site. The ointment filling process is not affected by temperature changes, and there is no insulation layer scald, paste dripping and cracking. Radial waterproofing adopts special hot melt adhesive technology that can bond metals, so that the joints of aluminum strips are tightly bonded and the radial waterproofing is more thorough, thus solving the problems of unround appearance of sheath, depression or flounces, poor sealing performance, affecting the waterproof performance of cables, etc. caused by the original heating technology of hot air gun. At the same time, in terms of high flame retardancy, the material of the outer sheath is improved, and the environmentally friendly flame retardant low-smoke halogen-free material is adopted, so that the product meets the environmental protection and fire safety requirements of the current key projects. With the increase of domestic subway projects, the use of subway special communication cables is also increasing. The acquisition of this patent has a certain effect on cable companies to expand their market influence and increase sales. (lu chao-fang)
2021
01-04
Huang Ping Peak "Try" to "Quasi"
On December 23, Guizhou Huangping Jianfeng Cement Company obtained the national industrial product production license. According to the relevant policies and regulations, the products produced by the enterprise meet the national standards, have applied for the national industrial product production license procedures, and have been accepted and filed by the relevant competent departments. During the period of waiting for the license to be issued, the trial production products can be sold, but the words "trial products" must be printed on the packaging bag. Due to the outbreak of the new coronary pneumonia epidemic at the beginning of the year, the construction of the Huangping peak project and the handling of production licenses and other related work have been affected to some extent. After the initial relief of the epidemic in May, Huang Ping peak in the intensified construction at the same time, but also began to carry out the production license processing. Due to the differences in the understanding of the relevant requirements and standards by the local competent departments, the relevant departments of Huang Ping Jianfeng worked together to deeply understand the local policy requirements and actively communicate with the administrative departments, and finally completed the work. Although trial products and formal products are subject to the same quality management standards, in actual marketing, user acceptance is often "discounted". The relevant person in charge of Huang Ping Jianfeng said that with this "birth permit", it means that the product has been officially affirmed and licensed by the state. As a new force in Southeast Guizhou, Jianfeng cement can truly participate in the market competition at the same level as the original local similar products, which will play a positive role in promoting the follow-up production and sales work. (Zhu Yong)
2021
01-04
On the afternoon of December 19, Wu Jin, deputy secretary of Huangshi municipal Party committee and mayor, Wang Gang, Secretary of Daye municipal Party committee, and Wang Ding, mayor of Daye City, visited Daye Jianfeng cement company for investigation. Wu Jin proposed that Daye Peak, as a key industrial enterprise in Daye City, should strengthen its advantages and make up for its shortcomings under the leadership of the Daye City Government, and strive to be the main engine and pioneer demonstration of the city's transformation and upgrading and high-quality development. Accompanied by Yuan Xianming, executive deputy general manager of Daye Peak, and Tao Yesheng, deputy general manager, Wu Jin and his entourage visited the production site of Daye Peak, spoke highly of the site management level of Daye Peak, and carefully inquired about the production and operation situation in 2020 and the future medium-and long-term development plan. Prior to this, the Huangshi Municipal CPC Committee held the second Plenary session of the 13th CPC Central Committee, planning to formulate the 14th five-year Plan and build a regional development layout system of "one heart, two belts, multi-point support, and global development." Wu Jin stressed in his investigation that he hoped Daye would seize the favorable opportunity of the "14th five-year Plan" building materials industry, actively respond to the government's industrial construction transformation plan, and make positive contributions to the reconstruction of Huangshi industry. (Xu Ying, Wang Yiyan)
2021
01-04
Another batch of old employees retired
On the morning of December 25, the group company held a farewell party for retired employees in 2020. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, Qin Xuping, chairman of the trade union of the group company, and more than 20 retired old employees gathered together to share their work feelings and talk about their future life. Qin Xuping briefly reviewed the development history of Jianfeng Group over the past 60 years, thanked the retired employees and wished them good health and a happy life. He said that Jianfeng Group's achievements embody the wisdom, strength and painstaking efforts of the old comrades, and Jianfeng Group will not forget their contributions. I also hope that the old employees will not retreat and continue to pay attention to supporting peak development. Old employees are also actively speaking, talk about life planning after retirement. Jiang Xiaomeng introduced to the retired employees the company's current overall operation, the latest progress of the cement and pharmaceutical sector, and the industrial layout in various places. I hope the trade union will strengthen the service awareness of retired employees and do a good job in logistics services. I hope that the old employees will keep in touch with the company, communicate more, make more suggestions and suggestions, and thank the retired employees for their hard work over the years and their dedication and support to Jianfeng Group. (Reporter Chen Shengmu)
2021
01-04