Pro 2014-003 (Announcement of Jianfeng Group's Guarantee to Holding Subsidiary)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2014-003
Announcement of Zhejiang Jianfeng Group Co., Ltd.
Providing Guarantee to Holding Subsidiaries
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 Tips
● Names of Guarantees: Daye Jianfeng Cement Co., Ltd., Zhejiang Jianfeng Pharmaceutical Co., Ltd., Jinhua Pharmaceutical Co., Ltd., Zhejiang Jianfeng International Trading Co., Ltd., Yunnan Jianfeng Cement Co., Ltd.
● Proposed guarantee amount: set guarantee amount of 0.5 billion yuan.
● Is there any counter-guarantee for this guarantee: No
● Cumulative number of overdue external guarantees: No
Overview of 1. guarantees
On April 11, 2014, Zhejiang Jianfeng Group Co., Ltd. held the 14th meeting of the 8th Board of Directors. Nine directors should be present at the meeting. Independent director Deng Mingran entrusted independent director Liu Jiajian to attend the meeting due to a business trip, and the remaining eight directors attended the meeting in person; they complied with the relevant provisions of the "Company Law" and the "Articles of Association", and the resolutions made were legal and valid. The meeting was presided over by Chairman Jiang Xiaomeng. After deliberation and voting, the "Proposal on Providing Guarantees for Holding Subsidiaries" was reviewed and passed with 9 votes in favor, 0 votes against, and 0 abstentions. Basic information of
2. guarantor
, Zhejiang Jianfeng Pharmaceutical Co., Ltd., with a registered capital of 149.07 million yuan, of which: the company accounts for 99.16, and its registered address is in Jinhua Industrial Park, Zhejiang Province. Its main business is the manufacture, sale and export of eye drops, ear drops, large volume injection, small volume injection and bulk drugs (azithromycin sulfate, L-aspartate amlodipine, paroxidine hydrochloride), freeze-dried powder injection, powder injection (cephalosporins), tablet, hard capsule, granule, ointment, dropping pill, bulk drug , etc. .
2. daye peak cement co., ltd. has a registered capital of 0.25 billion yuan, of which the company accounts for 6% and the company's holding subsidiary Zhejiang peak cement co., ltd. (the company holds 95.25) accounts for 70%. registered address: daye city hubei province security town; main business: cement, cement clinker, cement mechanical and electrical equipment manufacturing and sales; building materials products such as sales.
. Yunnan Jianfeng Cement Co., Ltd. has a registered capital of 0.15 billion yuan, of which: the company accounts for 75%, the holding subsidiary Jianfeng Cement (the company holds 95.25) accounts for 25%, and its registered address is 43 kilometers from Silan Highway, Liushun Township, Simao District, Pu 'er City, Yunnan Province. Its main business is cement production; sales of cement and cement products, building materials, gravel, woven bags, cement grinding; cement export trade.
. Jinhua pharmaceutical co., ltd. has a registered capital of 22 million yuan, of which: Zhejiang Jianfeng pharmaceutical co., ltd., the controlling subsidiary of the company, accounts for 90% and the company accounts for 10%. its registered address is 1180 huancheng east road, Jinhua city. Main business: drug business. Prepackaged food, hazardous chemicals, medical devices, etc. The drug business license mainly includes: sales of Chinese patent medicines, Chinese medicinal materials, Chinese medicinal tablets, chemical preparations, chemical raw materials, antibiotics, biochemical drugs, biological products, narcotic drugs, psychotropic drugs, etc. .
5, Zhejiang Jianfeng International Trade Co., Ltd., with a registered capital of 30 million yuan, of which: 93.33 of our company and 6.67 of Jianfeng Pharmaceutical Co., Ltd., registered address: 88 changchun West Road, Jindong Economic Development Zone, Zhejiang Province, mainly engaged in: licensed business items: freight transportation: general cargo transportation; Station yard: freight station (yard) operation (freight loading, storage and tally) (road transport operation license is valid until 2015 9 July 5 ). General business items: import and export of goods and technologies, sales of pharmaceutical intermediates, pharmaceutical equipment, daily chemicals, textiles, etc. that are permitted by national laws and regulations and do not require pre-approval; public bonded warehouse operation; business permitted by national laws and policies Consulting service activities (except futures, securities, and financial business consulting); carry out international transportation agency business for import and export goods.
Key audited 2013 financial data of the above subsidiaries (in: ten thousand yuan)
company name |
total assets |
asset-liability ratio% |
total operating income |
net profit attributable to owner of parent company |
Zhejiang Jianfeng Pharmaceutical Co., Ltd. |
83321.11 |
62.80 |
92418.02 |
3190.88 |
Daye Jianfeng Cement Co., Ltd. |
68282.37 |
33.71 |
62850.24 |
10531.00 |
Yunnan Jianfeng Cement Co., Ltd. |
55484.50 |
74.68 |
30852.77 |
1057.59 |
Jinhua Pharmaceutical Co., Ltd. |
32640.47 |
78.60 |
65684.78 | 290.07
|
The main contents of the guarantee provided by the 3.
1. Guarantee the loans of the holding subsidiary to financial institutions, set the following limits:
The guarantee within the above amount authorizes the chairman to execute it in batches.
above matters shall be submitted to the shareholders' meeting for deliberation.
4. the opinion of the board of directors
The above guaranteed companies are all controlling subsidiaries of the company. The company can effectively control the guarantee risks, and the board of directors agrees to the above guarantees. The three independent directors of the company issued an independent opinion that was expressly agreed.
5. Cumulative Number of External Guarantees and Number of Overdue Guarantees
As of the disclosure date of this announcement, the total amount of external guarantees approved by the company and its controlling subsidiaries is 650 million yuan, accounting for 37.42 of the total owner's equity attributable to the parent company in 2013 audited consolidated caliber. The total amount of guarantee approved by the company to the holding subsidiary is 400 million yuan, accounting for 23.03 of the total owner's equity attributable to the parent company in 2013.
As of the disclosure date of this announcement, the actual balance of external guarantees of the company and its controlling subsidiaries was 350 million yuan, accounting for 20.15 of the total owner's equity attributable to the parent company by the audited consolidated caliber in 2013; The actual balance of the company's guarantee to the holding subsidiary is 80 million yuan, accounting for 4.61 of the total owner's equity attributable to the parent company by the audited consolidated caliber in 2013.
As of the disclosure date of this announcement, the company has no overdue guarantee.
6. Reference Document Catalogue
1
, Resolution of the 14th Meeting of the 8th Board of Directors of the Company;2
, copy of the business license of the guarantor;hereby announces
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
April 15, 2014
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