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
Recently, it was learned from the competent department that the "ERP/MES full-process informatization" project of Jianfeng Pharmaceutical Company has been included in the list of key projects of "integration of industrialization and industrialization" in Jinhua City, and has now entered the publicity period. In order to speed up the in-depth integration of informatization and industrialization, according to the evaluation criteria in Jinhua City's "Several Opinions on Accelerating Informatization Construction" and "Jinhua City Informatization and Industrialization Integration Key Project Management Measures", 148 projects were included in 2017 Jinhua City's "Integration of Industrialization and Industrialization" key projects. The "ERP/MES Full Process Informatization" project of Jianfeng Pharmaceutical Co., Ltd. was finally included in the list after being recommended, material reviewed and expert reviewed by Jinhua Economic and Information Committee. The ERP-level subsystems of ERP/MES full-process informatization project include sales system, procurement system, MRP system, GMPQbD system, connecting UFIDA financial software and HR system. MES-level subsystems include industrial data acquisition and monitoring system, GAMP/MES system, eBPR (electronic batch production record system), cGMP quality assurance system, QC/eBTR(QC process and electronic batch inspection record system), LIMS system, etc. After the construction is completed, the visualization of drug production process and the collection and integration of industrial data will be realized. Realize the electronization of drug production process parameters, electronic batch production and inspection records; the realization of big data integration of industrial data and information will also be in line with the regulatory concept of GMP data integrity and quality traceability to the greatest extent. The establishment of a unified enterprise information platform will eliminate information islands and realize data one.
2020
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The company's first-half profit record high
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2020
07-31
General Manager Yu Jianhong to Yunnan Peak to Guide Work
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2020
07-30
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
07-31
Spike Pharmaceuticals set out to explore a new sales model
Agency and Terminal Link Production and Chain Cooperation Spike Pharmaceuticals to Explore New Sales Models From August 16 to 21, the 2017 China Pharmaceutical Retail Industry Information Conference (hereinafter referred to as "Xipu Conference") with the theme of "Building a Blueprint-Market Awakening Focusing on Demand" was held in Boao, Hainan. Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and relevant leaders of Spike Health, pharmaceutical sales company and Spike Pharma pharmacy were invited to attend the event, to create a new sales model "road". This year coincides with the 10th anniversary of the Western Conference. More than 1200 mainstream chain pharmacies, more than 800 brand pharmaceutical industries, more than 100 cross-border affiliated institutions, more than 130 top domestic and foreign capital institutions, more than 60 representatives of authoritative media, and authoritative experts in the industry, with nearly 4000 people gathered in Boao. The meeting combed the context of the pharmaceutical retail industry in the past ten years, discussed the development of the industry in the new decade, and built a new blueprint for the industry. During the meeting, Huang Jinlong led the peak participants to have in-depth exchanges with the organizers of the conference and industry experts on issues such as the impact of national policies such as the brand strategy of enterprises, the role of brand enterprises in the industry, medical reform, prescription outflow, etc. on the original sales mode of pharmaceutical enterprises. He also had extensive contact with pharmaceutical counterparts and terminal chains, listened to front-line sales experience, collected relevant information on terminal chains, and collected market trends of the top 100 chains. In the past ten years, the scale of drug retail sales in China has increased from 143 billion yuan to 337.7 billion yuan, and the chain rate has increased from 35.3 percent to 49.4 percent.
2020
07-31
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
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