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
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Recently, Jinhua Science and Technology Bureau issued a public notice to identify four enterprises, including Zhejiang Jianfeng Health Technology Co., Ltd., as agricultural science and technology enterprises in Zhejiang Province. According to relevant requirements, agricultural science and technology enterprises in Zhejiang Province must take agricultural products as their main business, and have sound production and operation places, facilities and management systems. Scientific and technological personnel account for more than 15% of the total number of employees of the enterprise, and the annual sales income of the enterprise is more than 5 million yuan (of which the sales income of agricultural science and technology products and technical income account for more than 50% of the total income of the enterprise), presided over the county (city, district) or above science and technology projects, environmental protection to meet the national standards. Since its establishment, Jianfeng Health has attached great importance to the construction of innovation platform and the training of scientific and technological personnel. As of the end of 2016, scientific and technological personnel accounted for 17% of the total number of employees in the enterprise, and 76% of the technical personnel had bachelor's degree or above; the sales revenue of scientific and technological products accounted for about 90%; R & D expenses accounted for 8.9 of the total sales revenue; and undertook 3 scientific and technological projects above counties (cities, districts). After obtaining the honorary title of Jinhua agricultural science and technology enterprise in 2016, peak health applied for the recognition of the provincial agricultural science and technology enterprise. On the basis of the recommendation of the science and technology department of Wucheng District, through the evaluation links such as formal examination, on-the-spot investigation and expert evaluation and defense, Jianfeng Health will finally be awarded the accreditation. It is reported that the Jinhua Municipal Government and the Wucheng District Government will also give certain supporting funds to the enterprises that have obtained the honorary title. (Yang Hao)
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Zhejiang Jianfeng Group Co., Ltd. is a veteran enterprise in Jinhua. It has a history of 59 years since the first generation of Jianfeng people founded Jinhua cement Plant in 1958. From the initial small cement plant to the current cement, medicine, health products, warehousing and logistics as a supplement, cross-industry, cross-regional comprehensive enterprise group, the peak has embarked on its own development path. In the past two years, affected by the downward pressure on the economy, some companies have fallen into trouble, but the spikes have bucked the trend, and good news has spread frequently. In the past five years, the average annual profit of the peak has exceeded 0.25 billion yuan, and the total profit and tax paid has been 0.827 billion yuan. In the past 2016, operating income 2.379 billion and net profit 0.285 billion, creating the best result in peak history. The net profit in the first quarter report of 2017 was 0.112 billion yuan, setting a new quarterly record. Under the background of "walking in the forefront and jointly building Jinhua", this year, the Jinhua Municipal Party Committee and the Municipal Government proposed to vigorously promote the "three corridor construction" strategic deployment of comprehensive transportation corridors, Jinyichuang corridors, and Zhejiang ecological corridors. It has drawn a new blueprint for Jinhua's future economic and social development. In the face of new opportunities, Jiang Xiaomeng, chairman of Jianfeng Group, said that as the fourth largest metropolitan area in the province, the construction of Jinhua's "three corridors" will certainly have a positive and far-reaching impact on the trend of related industries and the positioning of enterprises in central Zhejiang. The majority of business operators and businessmen should actively participate in the new wave of reform and development, and seriously think about how to combine the construction needs of the "three corridors", give play to play to the enterprise itself, so as to catch the "big car" of Jinhua's economic development, in promoting the local
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News from our newspaper On July 13, the first council of the "Plant Waste Reuse Industry Technology Innovation Strategic Alliance" with Tianjin Jianfeng Natural Products Company as the chairman unit was grandly held in Tianjin, marking the formal establishment of the alliance. In order to cope with the new challenges brought about by economic transformation and upgrading, in recent years, Tianjin Economic and Technological Development Zone has continuously adjusted its industrial structure, actively introduced innovation carriers and resources, cultivated new growth points, and paid close attention to the support of scientific and technological enterprises. with the goal of cultivating a number of high-growth enterprises with innovative characteristics of the new era, making them the backbone of the economic development of the development zone and even Binhai New area and the main force of innovation and development. In November 2016, the development zone selected 20 science and technology enterprises in the zone as demonstration enterprises for the first time. Tianjin Jianfeng is one of them. With the support of relevant policies of Tianjin Municipal Party Committee and Municipal Government, Tianjin University of Science and Technology, Tianjin Agricultural College, Portuguese Mr. (Tianjin) Technology Co., Ltd., Tianjin Minsheng Biological Engineering Co., Ltd., Tianjin Yibei Red Biotechnology Co., Ltd. and other enterprises and institutions, start to establish the "Plant Waste Reuse Industry Technology Innovation Strategic Alliance" (hereinafter referred to as the "Alliance"), and carry out key technical cooperation research and development of "Plant Waste Reuse" for key health industries, and formulate, revise and promote industrial technology Standards, through the establishment of an open sharing of scientific and technological resources and industrial technology information exchange platform, to promote another new field of green health industry. The convening of the first council of the alliance has received extensive attention from relevant government departments, the media and the industry. Tianjin Science and Technology Commission, Binhai New Area Science and Technology Commission, Tianjin
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