Pro 2013-014 (Announcement on Daily Related Party Transactions of Jianfeng Group)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2013-014
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 assumes individual and joint responsibility for the truthfulness, accuracy and completeness of its contents .
Basic Information on 1. Daily Related Party Transactions
Jinhua Pharmaceutical Co., Ltd. (hereinafter referred to as "Jinhua Pharmaceutical Company"), a subsidiary indirectly controlled by the Company, purchases drugs from Tianjin Tianshili Pharmaceutical Marketing Group Co., Ltd. (hereinafter referred to as "Tianshili Marketing Group"). It is estimated that the purchase amount in 2013 will be between 0.5 and 5% of the company's audited net assets at the end of 2012. 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 19, 2013, the company held the tenth meeting of its eighth board of directors. Nine directors should be present at the meeting. Deng Mingran, an independent director, entrusted Liu Jiajian, an independent director, to attend the meeting on official business, and the remaining eight directors attended the meeting in person. Mr. Jiang Xiaomeng and Mr. du Zihong, the affiliated directors, avoided voting on the motion, which is in line with the relevant provisions of the Company Law and the articles of Association, and the resolution made is 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.
2. Related Party Introduction and Association Relationship
(I) the basic situation of related parties.
. 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: licensed business items: pharmaceutical business (for details, please refer to the period of validity of the pharmaceutical business license until December 1, 2014). Prepackaged food (the license is valid until March 9, 2014), hazardous chemicals (see the license for the specific business scope, and the license is valid until January 16, 2014), medical devices (see the license for the specific business scope, and the license is valid until September 14, 2015), etc. The drug business license mainly includes: sales of Chinese patent medicines, Chinese medicinal materials, Chinese medicinal tablets, chemical pharmaceutical preparations, chemical raw materials, antibiotics, biochemical drugs, biological products, narcotic drugs, psychotropic drugs, etc. The net profit in 2012 was 3.7103 million yuan, the net assets at the end of 2012 was 63.7628 million yuan, and the liabilities were 183.2489 million yuan.
2. Tasly Marketing Group: The company was established in June 1999 and is a holding subsidiary of Tasly Pharmaceutical Group Co., Ltd. The company's domicile is Tianshili Modern Chinese Medicine City, Xinyibai Avenue, Beichen Science and Technology Park, Tianjin. Its legal representative is Wu Naifeng, and its registered capital is 79 million yuan. Its business scope covers the wholesale of Chinese herbal pieces, Chinese herbal medicines, Chinese patent medicines, chemical raw materials and their preparations, antibiotics, biochemical drugs, biological products and diagnostic drugs; wholesale and retail of chemical raw materials (except dangerous chemicals and easy-to-make drugs), cosmetics, daily chemical products, packaging materials and containers, plastic products, molds, plastic raw materials; wholesale and retail of health food (hard capsules, soft capsules, granules, tablets, oral liquids, tea bags, health wine); 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 limited the company to operate or prohibit the import and export of goods and technology, operating feed processing and "three to one supplement" business, operating counter-trade and re-export trade, pre-packaged food wholesale and retail. The net profit in 2012 was 95.0254 million yuan, the net assets at the end of 2012 were 316.2426 million yuan, and the liabilities were 2,701.8497 million yuan.
Relationship between (II) and listed companies
Because Tianshili Marketing Group is the controlling subsidiary of Tianshili Pharmaceutical Group Co., Ltd., and Tianshili Pharmaceutical Group Co., Ltd. is the controlling subsidiary of Tianjin Tianshili 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 2012 was 14.5036 million yuan, accounting for 2.57 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 Dropping Pills, Yangxueinao Granules, Yangxueinao Pills, Shuilinjia, etc.
(2) Transaction price: Agreement price.
(3) Settlement method: advance payment.
(4) Sales Area: Zhejiang Region
(5) 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.
(6) Other matters: If there is a significant change in the content of this connected transaction during the implementation of the agreement, the company will disclose it in accordance with relevant regulations.
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.
5. Independent Director Opinion
Three independent directors of the company issued a clearly agreed independent opinion , that the formation of the resolution conforms to the Company Law, the company's Articles of Association and other relevant regulations, and does not harm the interests of small and medium shareholders.
6. Reference Document Catalog
1 , Resolution of the 10th Meeting of the 8th Board of Directors of the Company;
2 , Independent Director Opinion .
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
April 23, 2013
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