Jianfeng Group Pro 2015-007 (Jianfeng Group Daily Related Party Transaction Announcement)
Release time:
2020-08-05
Securities Abbreviations: Jianfeng Group Securities Code: 600668 No.: Pro 2015-007
Bond Abbreviations: 13 Peak 01 Bond Code: 122227
Bond Abbreviations: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Regular Related Party Transaction Announcement
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 shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents .
Basic Information of 1. Daily Related Party Transactions
Review Procedures for Implementation of (I) Daily Related Party Transactions
Jinhua Pharmaceutical Co., Ltd. (hereinafter referred to as "Jinhua Pharmaceutical Company") purchases drugs from related party Tianjin Tianshili Pharmaceutical Marketing Group Co., Ltd. (hereinafter referred to as "Tianshili Marketing Group"). It is estimated that the purchase amount in 2015 will be between 0.5 and 5% of the company's audited net assets at the end of 2014 (no more than 103.0351 million yuan). Therefore, this related party transaction needs to be submitted to the board of directors for deliberation, but does not need to be submitted to the general meeting of shareholders for deliberation.
On April 17, 2015, the company held the second meeting of the ninth board of directors. All nine 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", and the resolutions made were legal and effective. After deliberation and voting, the board of directors deliberated and passed the daily related party transaction proposal with 7 votes in favor, 0 votes against and 0 abstention.
The independent directors of the company reviewed the matter in advance and agreed to submit the proposal to the second meeting of the ninth board of directors of the company for deliberation. The independent directors of the company expressed their independent opinions on the adoption of the proposal by the board of directors, and believed that the formation of the resolution complied with the "Company Law", the company's "Articles of Association" and other relevant provisions, and did not harm the interests of small and medium shareholders.
Forecast and Implementation of (II)'s Last Daily Related Party Transaction
The Company issued a public announcement on April 15, 2014. It is estimated that the amount of drugs purchased by Jinhua Pharmaceutical Company from Tianshili Marketing Group in 2014 will be between 0.5 and 5% (between 8.685 million yuan and 86.8499 million yuan) of the Company's audited net assets at the end of 2013. The actual amount incurred in 2014 was 14.6314 million yuan, accounting for 2.13 percent of the amount of similar transactions, which did not exceed the expected range.
2. Related Party Introduction and Association Relationship
(I) the basic situation of related parties.
1. Jinhua Pharmaceutical Company: Established in January 1994, its domicile is located at 1180 Huancheng East Road, Jinhua City, its legal representative is Jin Xuecai, and its registered capital is 22 million yuan, of which: the company accounts for 10%, Zhejiang Jianfeng Pharmaceutical Co., Ltd., its holding subsidiary, accounts for 90%, and its main business is drug management. Wholesale and retail of prepackaged food; dangerous chemicals and medical devices; chemical reagents (except dangerous goods); glass and products; textiles, clothing and household daily necessities (except dangerous goods); fitness equipment supplies; computers, software and auxiliary equipment; wholesale and retail of teaching molds; exhibition services; medical information services; branches operate with valid certificates: purchase and processing of traditional Chinese medicine. The drug business license mainly includes: sales of proprietary Chinese medicines, Chinese medicinal materials, Chinese medicinal tablets, chemical preparations, chemical raw materials, antibiotics, biochemical drugs, biological products, narcotic drugs, psychotropic drugs, etc. The audited net profit for 2014 was 6.5056 million yuan, the net assets at the end of 2014 was 73.169 million yuan, and the liabilities were 237.9614 million yuan.
2, Tianshili Marketing Group: The company was established in 1999 February. The company's domicile is Tianshili Modern Chinese Medicine City, Xinyibai Avenue, Beichen Science and Technology Park, Tianjin, with its legal representative Yan Kaijing and registered capital of 25900 yuan, the business scope is the wholesale of Chinese herbal pieces, Chinese medicinal materials, Chinese patent medicines, chemical raw materials and their preparations, antibiotics, biochemical drugs, biological products, and diagnostic drugs; chemical raw materials ( except hazardous chemicals and precursor drugs ) , Wholesale and retail of cosmetics, daily chemical products, packaging materials and containers, plastic products, molds, and plastic raw materials; health food (hard capsules, soft capsules, granules, tablets, oral liquids, tea bags, health wine) wholesale and retail; disposable sterile syringes (needles), infusion sets (needles), corneal contact lenses and nursing solutions, medical polymer materials and products, physical therapy and rehabilitation equipment, medical hygiene materials and dressings, Chinese medicine equipment, general diagnosis equipment, Ward care equipment and appliances, household blood glucose meters and test strips, pregnancy diagnosis test strips, condoms wholesale; self-employed and agent of all kinds of goods and technology import and export business, but the state restricts the company to operate or prohibits the import and export of goods and technology, operating feed processing and "three to one supplement " business, operating trade and re-export trade, pre-packaged food wholesale and retail. The net profit attributable to the parent company in 2014 was 16,080.14 yuan, The net assets attributable to the parent company at the end of 2014 were 9,234.05 yuan, and the liabilities were 482,239.84 yuan.
The relationship between the (II) and the listed company
Because Tianshili Marketing Group is the holding subsidiary of Tianshili Pharmaceutical Group Co., Ltd., and Tianshili Pharmaceutical Group Co., Ltd. is the holding subsidiary of Tianshili Holding Group Co., Ltd. (hereinafter referred to as "Tianshili Group"), tasly Group is an associate of the Company and the Company has two directors who are also directors of Tasly Group, so Jinhua Pharmaceutical Company is related to Tasly Marketing Group.
(III) The amount of related party transactions in 2014 was 14.6314 million yuan, accounting for 2.13 percent of the amount of similar transactions. The implementation was good and there were no disputes.
Main Contents and Pricing Policy of 3. Related Party Transaction
Jinhua Pharmaceutical Company plans to continue to purchase drugs from Tianshili Marketing Group for sale this year. The main contents of this related party transaction are as follows:
(1) Transaction Target: Compound Danshen Dripping Pills, Yangxue Qingnao Granules, etc.
(2) Transaction Price: Agreement Price.
(3) settlement method: full payment according to the sales amount of last month.
(4) Agreement Validity Period: The validity period of the agreement signed by the above-mentioned related parties is 1 year from the date of signature by the legal representatives or authorized representatives of both parties.
(5) Other matters: If there is a major change in the content of this related party transaction during the implementation of the agreement, the company will disclose it in accordance with relevant regulations, and investors are requested to pay attention.
Purpose of 4. Related Party Transaction and Impact on Listed Companies
This related party transaction is to use Jinhua Pharmaceutical Company's existing sales network in Zhejiang Province to purchase drugs from Tianshili Marketing Group for distribution and sales, thus expanding Jinhua Pharmaceutical Company's business scope, further enhancing the Company's market influence and enhancing the Company's marketing capability. At the same time, Tasly Marketing Group is an indirect holding subsidiary of the Company's associates, and the expansion of its sales channels has increased the scale of corporate sales. The connected transaction will not harm the interests of the Company or the minority shareholders.
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
April 21, 2015
More information
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
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Natural products companies through Europe and the United States two organic certification
On April 30, Tianjin Jianfeng Natural Products Company's apple and ginseng series extract products obtained EU organic certification (EC) and US organic certification (NOP) certificates respectively. EU Organic Certification (EC) is the European inspection and certification body for organic products, with the qualification of identifying whether organic products meet the standards of Europe, Japan and the United States. The EC certificate mark is one of the most authoritative organic certification certificates in the world today. It is trusted by consumers and the organic industry. It has great credibility in the international market and is the guarantee for Chinese organic products to enter almost all organic markets in the world. American Organic Certification (NOP) is the most authoritative organic certification in the United States. Any manufacturer and distributor who intends to sell organic products in the United States market must pass the certification of American organic NOP, and the certification of NOP is signed by the American Bureau of Agriculture. Qualified, organic ingredient suppliers must also be certified by NOP. In the European and American markets, products with EC and NOP certification marks mean that they have the guarantee of high quality and high credibility. They are safe and assured organic products, and they are easier to gain the trust of consumers. Since its establishment, the natural products company has been facing the international market, and with the improvement of domestic and foreign consumers' demand and standards for organic products, it has continuously strengthened quality management, continuously introduced new organic products, and won the trust of consumers. Prior to this, natural products company's plant extracts, plant pigment products have entered the European and American markets, won the trust of many customers, the apple, ginseng two series of products obtained the European Union and the United States organic certification, to the peak of natural products.
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