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
Create a safe environment to meet the G20
The G20 summit will be held in Hangzhou from September 4 to 5. On August 8, the safety committee of the group company will hold a meeting to make arrangements and put forward requirements for the key work of safety and environmental protection from now to the summit. At the meeting, Chen Tianci, director of the safety management office of the group company, conveyed the requirements of the provincial, municipal and district governments during the G20 summit. Combined with the specific situation and work characteristics of each enterprise, he put forward requirements for environmental protection, safety, public security and other work. In terms of environmental protection management, we must strictly implement the company's environmental protection system, focusing on the management and disposal of solid waste, and the emission control of sewage and dust; at present, in the high temperature season, we must focus on strengthening fire safety management, especially warehousing and hazardous chemical business units., We must strictly do a good job in daily safety inspections; all enterprises must promptly convey the relevant spirit of their superiors to each employee, strengthen ideological and political work, and create a good and harmonious corporate atmosphere. Xiang Chongping, deputy general manager of the group company, supplemented the territorial management of related matters of various enterprises, properly handling internal contradictions, and strengthening network security management. Yu Jianhong, general manager of the group company, stressed at the meeting that safety and environmental protection work should be talked about and grasped every day, and should not be relaxed at any time. Safety accidents seem to be accidental, but in fact they are inevitable, and their roots lie in the usual violations and carelessness. Therefore, all enterprises should seriously organize their employees to carry out self-examination and self-correction, effectively improve their safety awareness, and find out and rectify the small problems and hidden dangers that have been ignored in their work in the past. At the same time, it is necessary to do a good job in the safety zone of operation and the protection of related facilities, through advanced control systems, safe facilities and equipment, standardized
2020
07-31
Create a safe environment to meet the G20
The G20 summit will be held in Hangzhou from September 4 to 5. On August 8, the safety committee of the group company will hold a meeting to make arrangements and put forward requirements for the key work of safety and environmental protection from now to the summit. At the meeting, Chen Tianci, director of the safety management office of the group company, conveyed the requirements of the provincial, municipal and district governments during the G20 summit. Combined with the specific situation and work characteristics of each enterprise, he put forward requirements for environmental protection, safety, public security and other work. In terms of environmental protection management, we must strictly implement the company's environmental protection system, focusing on the management and disposal of solid waste, and the emission control of sewage and dust; at present, in the high temperature season, we must focus on strengthening fire safety management, especially warehousing and hazardous chemical business units., We must strictly do a good job in daily safety inspections; all enterprises must promptly convey the relevant spirit of their superiors to each employee, strengthen ideological and political work, and create a good and harmonious corporate atmosphere. Xiang Chongping, deputy general manager of the group company, supplemented the territorial management of related matters of various enterprises, properly handling internal contradictions, and strengthening network security management. Yu Jianhong, general manager of the group company, stressed at the meeting that safety and environmental protection work should be talked about and grasped every day, and should not be relaxed at any time. Safety accidents seem to be accidental, but in fact they are inevitable, and their roots lie in the usual violations and carelessness. Therefore, all enterprises should seriously organize their employees to carry out self-examination and self-correction, effectively improve their safety awareness, and find out and rectify the small problems and hidden dangers that have been ignored in their work in the past. At the same time, it is necessary to do a good job in the safety zone of operation and the protection of related facilities, through advanced control systems, safe facilities and equipment, standardized
2020
07-30
Technological Innovation Brings Enterprises to the International Stage
Editor's note: As a 17-year-old senior enterprise in the extract industry, Tianjin Jianfeng Natural Products Research and Development Company has devoted more time, energy and funds to R & D and innovation while doing a good job in business operations. It has always been an important direction for them to achieve self breakthrough by turning waste into treasure and technological innovation. Therefore, it has achieved the improvement of market popularity at home and abroad and the rapid growth of sales volume, and has become a key science and technology enterprise in Tianjin Binhai New Area. On July 9, the "Bohai Morning Post" "TEDA Technology Little Giant Tour" column published an exclusive interview, describing the growth experience and a series of achievements of Tianjin Jianfeng Natural Products Company. This article will be reproduced in this newspaper for readers. "Little grape seed" grows into a little giant of science and technology to solve the problem of pesticide residues in plant extracts. Technological innovation has enabled the enterprise to step onto the international stage based on independent innovation and development. Starting from the initial grape seed extraction process, it has gradually grown into the largest professional fruit extract manufacturer in China with dozens of plant extract products conforming to international strict standards and an annual productivity of 2000 tons, tianjin Jianfeng Natural Products Research and Development Co., Ltd. (hereinafter referred to as "Tianjin Jianfeng") has gone through a decade of rapid development. As a supplier of raw materials in health food, beverages, cosmetics, baked goods and many other fields, the concept of "truth and safety" advocated by Tianjin Jianfeng has run through all aspects of R & D and production. Its products are not only well-known in China, but also exported to Europe and the United States. Become a new business card of TEDA. Technological innovation is in line with international standards. "In people's lives, the beverages they drink, the health foods they eat, and the cosmetics they use will contain plant extracts.
2020
07-31
Create a safe environment to meet the G20
The G20 summit will be held in Hangzhou from September 4 to 5. On August 8, the safety committee of the group company will hold a meeting to make arrangements and put forward requirements for the key work of safety and environmental protection from now to the summit. At the meeting, Chen Tianci, director of the safety management office of the group company, conveyed the requirements of the provincial, municipal and district governments during the G20 summit. Combined with the specific situation and work characteristics of each enterprise, he put forward requirements for environmental protection, safety, public security and other work. In terms of environmental protection management, we must strictly implement the company's environmental protection system, focusing on the management and disposal of solid waste, and the emission control of sewage and dust; at present, in the high temperature season, we must focus on strengthening fire safety management, especially warehousing and hazardous chemical business units., We must strictly do a good job in daily safety inspections; all enterprises must promptly convey the relevant spirit of their superiors to each employee, strengthen ideological and political work, and create a good and harmonious corporate atmosphere. Xiang Chongping, deputy general manager of the group company, supplemented the territorial management of related matters of various enterprises, properly handling internal contradictions, and strengthening network security management. Yu Jianhong, general manager of the group company, stressed at the meeting that safety and environmental protection work should be talked about and grasped every day, and should not be relaxed at any time. Safety accidents seem to be accidental, but in fact they are inevitable, and their roots lie in the usual violations and carelessness. Therefore, all enterprises should seriously organize their employees to carry out self-examination and self-correction, effectively improve their safety awareness, and find out and rectify the small problems and hidden dangers that have been ignored in their work in the past. At the same time, it is necessary to do a good job in the safety zone of operation and the protection of related facilities, through advanced control systems, safe facilities and equipment, standardized
2020
07-31
The company requires each business segment to formulate medium-and long-term business plans.
According to our newspaper, "if an enterprise wants to develop in the long run, first of all, managers should have a long-term vision." On July 24, when general manager Yu Jianhong deployed the work for the second half of the year at the semi-annual meeting of the group company, he specifically asked all enterprises to formulate specific medium-and long-term business development plans for the next three to five years according to the industrial development trend and the group development strategy. Before making arrangements for the specific key work in the second half of the year, Yu Jianhong emphatically put forward the requirements for each business sector to formulate a business strategy plan for 2016-2018 according to the industry development trend and the group's development strategy. Yu Jianhong pointed out that the current group company's strategic decision-making and strategic development capabilities and efficiency still need to be improved. The publicity, understanding and implementation of the group's development strategy by various companies are not in place. The lack of medium and long-term business planning in each business sector restricts the business of the company. Development, cultivation of core products and profitability, construction of product brands, improvement of business scale and comprehensive strength. Last year, the group company asked the international trading company to formulate three-year work objectives and sign a three-year economic responsibility system with the company's management team. The actual effect shows that this has made the management team's management ideas clearer and more scientific and rational in terms of target setting, work arrangement and business development. For this reason, the group company put forward the requirements for the formulation of medium and long-term development plans for each business sector at this meeting. According to the industry characteristics of each business segment, market environment and other specific circumstances, the company makes requirements for the key content of the development plan of each business segment. For example, the pharmaceutical sector focuses on sales growth targets for key profitable products, product development and
2020
07-31
The company requires each business segment to formulate medium-and long-term business plans.
According to our newspaper, "if an enterprise wants to develop in the long run, first of all, managers should have a long-term vision." On July 24, when general manager Yu Jianhong deployed the work for the second half of the year at the semi-annual meeting of the group company, he specifically asked all enterprises to formulate specific medium-and long-term business development plans for the next three to five years according to the industrial development trend and the group development strategy. Before making arrangements for the specific key work in the second half of the year, Yu Jianhong emphatically put forward the requirements for each business sector to formulate a business strategy plan for 2016-2018 according to the industry development trend and the group's development strategy. Yu Jianhong pointed out that the current group company's strategic decision-making and strategic development capabilities and efficiency still need to be improved. The publicity, understanding and implementation of the group's development strategy by various companies are not in place. The lack of medium and long-term business planning in each business sector restricts the business of the company. Development, cultivation of core products and profitability, construction of product brands, improvement of business scale and comprehensive strength. Last year, the group company asked the international trading company to formulate three-year work objectives and sign a three-year economic responsibility system with the company's management team. The actual effect shows that this has made the management team's management ideas clearer and more scientific and rational in terms of target setting, work arrangement and business development. For this reason, the group company put forward the requirements for the formulation of medium and long-term development plans for each business sector at this meeting. According to the industry characteristics of each business segment, market environment and other specific circumstances, the company makes requirements for the key content of the development plan of each business segment. For example, the pharmaceutical sector focuses on sales growth targets for key profitable products, product development and
2020
07-31