Announcement of the 14th resolution of the 10th board of directors
Release time:
2021-05-20
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2020-003
Zhejiang Jianfeng Group Co., Ltd.
14th Board Resolution 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 .
1. Board Meeting
(I) The convening and convening of this board meeting complies with relevant laws, regulations and the relevant provisions of the Articles of Association.
(II) 2020 4 September 13 , the company issued the notice of the board meeting by fax, e-mail and personal delivery.
(III) 2020 4 24 , the board meeting was held in the conference room on the third floor of Jianfeng Building, Jinhua City, Zhejiang Province by means of on-site voting and communication voting.
(IV) company currently has eight directors, all of whom attended the meeting and voted.
(V) The board of directors was presided over by Chairman Jiang Xiaomeng, and the company's supervisors and senior management attended the meeting.
2. Board Meeting Review
1 , Adopted "2019 Annual General Manager Business Report"
The Board of Directors reviewed and adopted the report .
Voting Results: 8 votes in favor, 0 votes against, 0 votes abstention.
2 , 2019 Annual Financial Statement Report
The Board of Directors reviewed and approved the report .
Voting Results: 8 votes in favor, 0 votes against, 0 votes abstention.
This report will be submitted to the general meeting of shareholders for consideration.
3 , passed the "2019 Annual Profit Distribution Plan"
The Board of Directors reviewed and approved the plan .
Voting Result: Agree 8 , Oppose 0 , Abstain 0 .
The plan will be submitted to the general meeting of shareholders for consideration.
Independent directors of the company expressed independent opinions on the proposal:
(1 ) We agree that the company will pay a cash dividend of 3.0 yuan (including tax) for every 10 shares based on 2019 year-end share capital ,344,083, 828 shares, the total amount of cash dividends distributed to all shareholders registered on the date of record is ,103,225, 148.40 yuan (including tax), 2019 year will not be converted into share capital.
(2 ) The profit distribution plan is based on the actual operating results and financial situation of the company 2019 , combined with the actual needs of the company's future business development. Retained undistributed profits are mainly used to meet the capital needs of the company's development, which is conducive to the sustainable and healthy development of the company, and there is no harm to the rights and interests of shareholders, especially small and medium shareholders. We believe that the profit distribution plan is in line with the relevant provisions of the Articles of Association for profit distribution and the actual operating conditions of the Company.
(3 ) The board of directors of the company considered and approved the above profit distribution plan. We believe that the convening, convening and deliberation and voting procedures of this meeting are in compliance with relevant laws, regulations and the Articles of Association of the Company, and are legal and effective; we agree to submit the proposal to the Company's 2019 Annual General Meeting for consideration.
See "Announcement on 2019 Annual Profit Distribution Plan" (Pro 2020-005 ).
4 and passed the "Proposal on Hiring Companies to 2020 Annual Audit Institutions"
The board of directors reviewed and passed the proposal. Agree to continue to engage Tianjian Certified Public Accountants (Special General Partnership) as the company's 2020 annual financial and internal control audit agency.
voting results: 8 votes in favor, 0 votes against , and 0 votes abstaining from .
The motion will be submitted to the shareholders' meeting for consideration.
For details, please refer to the Bill on Hiring Companies to 2020 Annual Audit Institutions (Pro 2020-011 ).
5 and passed the "Proposal on Providing Guarantees for Holding Subsidiaries"
The board of directors reviewed and passed the proposal.
voting results: 8 votes in favor, 0 votes against , and 0 votes abstaining from .
For details, please refer to the Announcement on Providing Guarantees for Holding Subsidiaries (P.2020 -006 ).
This motion shall be submitted to the general meeting of shareholders for deliberation.
6 and passed the "Proposal on the Company's 2020 of Daily Related Party Transactions in "
The board of directors reviewed and passed the proposal.
voting results: 6 votes in favor, 0 votes against , and 0 votes abstaining from . Related directors Jiang Xiaomeng and Yu Jianhong avoided voting on the bill. For details of
, please refer to the Announcement on Daily Related Transactions of the Company 2020 (Pro 2020-007 ).
7 and adopted the "2019 Annual Report and its Summary"
The Board of Directors considered and adopted the report.
voting results: 8 votes in favor, 0 votes against , and 0 votes abstaining from . The full text and summary of the annual report of
2019 can be found on the website of Shanghai Stock Exchange (www.sse.com.cn ).
The report shall be submitted to the general meeting of shareholders for consideration.
8 and passed the "2020 First Quarter Report"
The board of directors reviewed and approved the report.
voting results: 8 votes in favor, 0 votes against , and 0 votes abstaining from .
"2020 First Quarter Report" can be found on the website of Shanghai Stock Exchange (www.sse.com.cn ).
9 and passed the "Proposal on Convening 2019 Annual General Meeting of Shareholders"
The board of directors reviewed and passed the proposal. The board of directors decided to hold the 2019 annual shareholders' meeting on 2020 , May , May , 226 in Jianfeng Building, No. 88 , 228, Wujiang East Road, Jinhua City, Zhejiang Province, and provide online voting methods.
voting results: 8votes in favor, 0 votes against , 0 votes abstention
see "Notice on Convening 2019Annual General Meeting" (Pro 2020-008 ).
10and adopted the "2019 Annual Internal Control Evaluation Report"
The board of directors reviewed and approved the report.voting results: 8
votes in favor, 0 votes against , and 0 votes abstaining from .
"2019Annual Internal Control Evaluation Report" can be found on the website of Shanghai Stock Exchange (www.sse.com.cn ).
11and passed the 2019 "Medium and Long-term Incentive Fund Withdrawal Plan"
The board of directors reviewed and passed the proposal. According to the provisions of the Measures for the Administration of Medium-and Long-term Incentives, 2019years to withdraw medium-and long-term incentive fund 3693.93 .7 million yuan.
voting results: 8votes in favor, 0 votes against , and 0 votes abstaining from .
12and adopted the "Annual Performance Report of the Audit Committee of the Board of Directors 2019 "
the Board of Directors reviewed and adopted the report.voting results: 8
votes in favor, 0 votes against , 0 votes abstention
"Board Audit Committee 2019Annual Performance Report" can be found on the website of Shanghai Stock Exchange (www.sse.com.cn ).
13and passed the "Annual Report on the Work of Independent Directors 2019 "
the Board of Directors reviewed and approved the report.voting results: 8
votes in favor, 0 votes against , 0 votes abstention
"Independent Director 2019Annual Debriefing Report" can be found on the website of Shanghai Stock Exchange (www.sse.com.cn ).
independent directors will report to the general meeting of shareholders.14
and adopted the "2019 Annual Board Report"
The board of directors considered and adopted the report.voting results: 8
votes in favor, 0 votes against , and 0 votes abstaining from .
The report will be submitted to the general meeting of shareholders for consideration.Other independent opinions of independent directors of the company:
In addition, the independent directors of the company expressed their opinions on the above 4
(the proposal on hiring the company 2020 audit institution), 5 (the proposal on providing guarantee for the holding subsidiary), 6 (the proposal on the company 2020 daily related party transactions), 11 (the proposal on 2019 "medium and long-term incentive fund accrual" programme ") all four resolutions issued independent opinions in agreement, it is believed that the formation of the above-mentioned resolutions of the board of directors complies with the" Company Law ", the" Articles of Association "and other relevant provisions, and does not harm the interests of small and medium shareholders.
3. Relevant Annex
1
, Resolution 2
of the 14thMeeting of the 10th Board of Directors of the Company, Independent Director Opinion
of the Company on the above related matters hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
april 28, 2002
More information
Pharmaceutical Company Established New Drug R & D Promotion Committee
Recently, the new drug research and development promotion committee of Jianfeng pharmaceutical company was formally established, which will be responsible for promoting the new drug research and development progress of pharmaceutical companies and subordinate enterprises, and coordinating the new drug research and development work of various departments and subordinate enterprises. The New Drug Promotion Committee is headed by Huang Jinlong, deputy general manager of the group and general manager of the pharmaceutical company, and Jiang Hong, deputy general manager of the pharmaceutical company, is headed by Pang Xiong, Shi Cunyuan, Xu Lizhen, Yu Jingjing, Zheng Kunwu, Feng Lixiang, Kang Litao, Li Qian, Wu Chonggui, Zhai Tsunami, Huang Fang and Tong Xiaojun. The committee has an office, and Shi Cunyuan is also the director of the office, responsible for the supervision, communication, and coordination of the company's new drug research and development projects. The main responsibilities of the new drug promotion committee include: organizing the establishment and improvement of the R & D project management system and relevant regulations of the pharmaceutical company; organizing the formulation of the development plan of the new drug R & D project of the pharmaceutical company and supervising the implementation; making decisions on project initiation and participating in project evaluation; supervising the management of new drug R & D of the pharmaceutical company and providing guidance; Responsible for the process management of new drug R & D projects and the promotion and coordination of new drug R & D; carry out the assessment of new drug research and development projects; issue the responsibility system assessment and task statement of new drug research and development projects; be responsible for solving major technical problems in the process of new drug research and development; be responsible for the research and improvement of the management mode of research and development projects of pharmaceutical companies; be responsible for the future trend analysis of new drug research and development projects; review the major scientific research achievements of pharmaceutical companies and put forward reward suggestions. Huang Jinlong said that the research and development of new drugs is an important foundation for the healthy development of the pharmaceutical industry and is a systematic project. Jianfeng Pharmaceutical has always attached great importance to the research and development of new drugs, but there is still a certain gap between the progress of research and development and the development process of the enterprise, and the lack of coordination in the research and development process also affects the progress and quality of new drug research and development to a certain extent. The purpose of the establishment of the New Drug Research and Development Promotion Committee is to solve the progress of new drug research and development, to find and solve problems in time, to implement more targeted, and to effectively integrate enterprise resources, improve the speed and quality of new drug research and development, and make good product reserves for the healthy development of pharmaceutical companies. (Reporter Ni Yingzhen)
2020
09-11
Jianfeng Pharmaceutical ranks among the top 100 Chinese pharmaceutical industries in 2019
On August 25, the "2019 Top 100 Series List of China's Pharmaceutical Industry" was released in Kunming. Zhejiang Jianfeng Pharmaceutical Company was shortlisted as one of the top 100 enterprises in China's pharmaceutical industry. The product Berunning (Olopatadine Hydrochloride Eye Drops) was selected as the "Most Growing Product Brand" of China's pharmaceutical industry ". The "Top 100 Pharmaceutical Industry Series List" was evaluated and released by Guangzhou Punctuation Pharmaceutical Information Co., Ltd., a subsidiary of the Southern Institute of Pharmaceutical Economics of the State Drug Administration, and is known as the "Oscar in Chinese Pharmaceutical Industry. Southern Institute is the earliest institution in China that specializes in pharmaceutical industry policy and market economy research, pharmaceutical market research, pharmaceutical economic data analysis and research, and pharmaceutical professional media publishing. It is in the field of market information value-added services and media communication and marketing services in China's pharmaceutical and health industry., The field of professional quality improvement has extremely extensive influence. The "Top 100 Pharmaceutical Industry" is comprehensively evaluated by the company's annual pharmaceutical industry sales revenue, total profit and R & D investment results. On the same day, the "most growing product brand" of Chinese medicine selected by the Southern Institute's media "Pharmaceutical Economic News" was released simultaneously. Spike Pharmaceuticals product Beirunning (Olopatadine Hydrochloride Eye Drops) was selected. (Xu Yuting)
2020
09-01
Company Disclosure 2020 Semi-Annual Report
On August 28, the Group held the 16th meeting of the 10th Board of Directors of the Company by means of communication, and considered and adopted the "2020 Semi-Annual Report of Jianfeng Group" and the "Proposal on Changes in the Company's Accounting Policy". On August 29, the Company's 2020 semi-annual report was publicly disclosed on the Shanghai Stock Exchange and the Shanghai Securities News and China Securities News. In the first half of the year, the Group focused on the general policy of "grasping projects, making up for shortcomings, improving quality and efficiency, and constantly improving the core competitive advantage", and on the basis of doing a good job in epidemic prevention and control, the Group seized the resumption of work and production, accelerated project construction, and enhanced the core competitiveness of enterprises. In the first half of 2020, the company achieved total operating income of 1.44 billion yuan, net profit attributable to shareholders of 0.368 billion yuan, net profit per share of 1.07 yuan. As of the end of June 2020, the Company's total assets were $5.892 billion, net assets were $4.068 billion, and net assets per share were $11.82. From February to April, affected by the epidemic, the national project construction progress slowed down, cement market demand decreased; after May, the epidemic was effectively controlled, infrastructure investment continued to recover, the real estate industry continued to pick up, cement sales steadily rebounded. During the outbreak, Daye Peak completed the technical transformation projects such as the cold machine, cement mill, into the desulfurization tower anti-corrosion transformation, to ensure the efficient operation of the production equipment after the resumption of work. Yunnan peak rotary kiln production, cement production and other major technical and economic indicators of steady rise; comply with market trends, timely adjustment of marketing policies. Guizhou Jianfeng has promoted the project infrastructure construction, equipment installation and commissioning, raw material bidding and other work in an orderly manner, and through preliminary publicity to enhance the popularity of the Jianfeng brand in the local area, and make a series of preparations for the transformation from project construction to production and operation. In the first half of 2020, the reform of China's medical and health system continued to deepen, and new policies were introduced intensively. Peak Pharmaceuticals and its subsidiaries in the epidemic prevention work at the same time in the first time to achieve the resumption of production, and actively organize donations to support the fight against the epidemic, was named the annual "war epidemic star" the most socially responsible pharmaceutical enterprises. In the first half of the year, Jianfeng Pharmaceutical continued to increase the introduction and development of varieties, and JFAN-1001 applied for clinical application of new anti-tumor drugs. At present, it has obtained the notice of approval for clinical trials. Optimize the production process of API workshop and further shorten the production cycle of raw materials. Continue to improve product sales policies and strengthen market channel control. Shanghai North Carolina further straightened out the internal management structure, production and marketing convergence more smoothly, continue to promote the construction of Anhui North Carolina and Anhui Zhongwang Phase II technical transformation project, promote the peak pharmaceutical raw materials, preparations integration of industrial upgrading strategy. Other business segments of the company actively responded to the challenge of the new crown epidemic and carried out production and operation activities in a standardized and orderly manner. Tianjin natural products company vigorously explore the international and domestic markets, sales revenue to achieve steady growth. Peak Health focuses on the basic idea of "sales orientation, burden reduction and efficiency improvement, fine-grained savings, cost reduction and efficiency enhancement" to effectively improve the operational efficiency of enterprises. Jianfeng International Trade has actively developed new storage business varieties and achieved practical results, and has become the first enterprise in Jinhua to formally obtain the qualification of "network freight. Peak cable seizes the special needs of communication cables such as subways, vigorously promotes large logarithmic cables for subways, and strives to achieve the long tail effect. On the same day, the company also held the 10th meeting of the Ninth Board of Supervisors and reviewed and approved relevant reports. (residual fruit)
2020
09-01
The company organizes new employee induction training
From August 12 to 14, in order to strengthen the training of talents in the group and improve the comprehensive quality of new employees, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, Yu Jianhong, general manager, and other leaders and heads of relevant enterprises and departments conducted a three-day induction training for new employees. New employees from foreign enterprises such as Guizhou Huangping Peak, Daye Peak and Shanghai North Carolina participated simultaneously through online methods. In the course of corporate culture, General Manager Yu Jianhong started from the history of the development and struggle of the peak, divided into five stages: hard work, determined reform, diversified development, strategic adjustment, and strategic development, and introduced in detail the development process of the group company and the current industrial layout., The results achieved; from the aspects of enterprise spirit, vision, development philosophy, values, business philosophy, etc, this paper introduces the peak corporate culture rooted in 62 years of history and inherited in the blood; from the perspective of an enterprise manager and old employees, he speaks a lot of truth to the new employees and puts forward a lot of hopes and suggestions. Chairman Jiang Xiaomeng took "How New Employees Achieve Win-Win with Enterprises" as the topic, and proposed that the key to the success of an enterprise lies in how to select, retain, educate and employ people. Peak and employees complement each other. Peak can achieve today's achievements and the struggle of generations of peak people are inseparable. He also taught new employees the basic concepts that need to be understood, the basic qualities that need to be possessed and the sense of hardship in entering the new environment through 16 key words, and combined with his own experience and quoting from others, he analyzed the core elements of success, the signs of a successful career, the personal qualities that need to be possessed for success, and the importance of establishing a personal knowledge management system, it expresses the ardent hope of new employees to adjust their mentality, keep learning, clear goals, clear dreams, cultivate win-win thinking, and grow up together with the peak. The heads of the human resources department of the group company, the safety management office of the group company, and the comprehensive department of the pharmaceutical company also taught the new employees the corporate rules and regulations and the "Employee Handbook", safety knowledge and professional ethics. The new employees also visited the group exhibition hall and had a deeper understanding of the development history and enterprise achievements of the peak. After the training, the human resources department also organized an examination to test the training effect. (Reporter Chen Shengmu)
2020
08-21
According to this newspaper, through the interconnection monitoring of the transportation department in Zhejiang province, the network freight platform of peak international trading company passed the online service capability audit, interface access audit, eight capability identification and other audit procedures, and successfully obtained the road transportation business license with the qualification of "network freight" on July 2. It is understood that Jianfeng International Trade is currently the first enterprise in Jinhua and Quzhou to obtain this qualification.
2020
08-05
News from our newspaper On July 21, Xi Jinping, General Secretary of the Central Committee of the Communist Party of China, President of the State, and Chairman of the Central Military Commission hosted a symposium for entrepreneurs in Beijing and delivered an important speech. Over the past few days, the General Secretary's speech has aroused strong repercussions in all walks of life. On July 23, Jiang Xiaomeng, chairman of the group company, said in an interview with Jinhua TV that the general secretary's speech was calm and inspiring, and pointed out the direction of future work for entrepreneurs.
2020
08-05