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
Since the implementation of the large-scale inspection in early November 2016, Daye Jianfeng Cement Company has embarked on a comprehensive institutional adjustment and optimization, which has been carried out for more than five months. In just a few months, the internal management of Daye Peak has achieved a preliminary transformation, the process has been further straightened out, and the work efficiency has also been significantly improved. Reduce the hierarchy and further flatten the management. In the past, in order to avoid responsibilities, there were often repeated and overlapping settings in the setting of enterprise posts, and even there were cases where no one handled the accident and no one took responsibility. In order to truly realize flat management, daye peak merged the original production department, technology department, manufacturing workshop and finished product workshop to form a manufacturing department in early January this year after the implementation of large-scale inspection. Merging the former Environmental Security Department and the Comprehensive Management and Security Department to form the Environmental Security Department; The purchasing functions of the original departments were merged into the purchasing department. The functions of the infrastructure section of the former comprehensive management department were merged into the waste heat power generation department. After the adjustment of the organization, the members of the management team in charge of production also served as department managers, realizing the "sinking" of management ". Adjust and formulate the responsibility system to ensure that tasks are on duty and responsibilities are on duty. In response to changes in institutions and job settings, Daye Peak has carried out a comprehensive revision of the job responsibility system, making requirements around the key indicators of various departments and positions, and implementing "personalization" of responsibilities ". For example, the relevant indicators of mechanics focus on the consumption of machinery and materials, the operation rate of the equipment under their jurisdiction, and the failure time, and the hook for cement and clinker production has been canceled. Responsibility assessment is carried out according to post responsibilities and relevant management systems, and the assessment has been strengthened. In order to understand the actual effect of daye peak institutional reform, on March 30, the group company
2020
07-31
Group Party Committee to determine the annual work plan
The party Committee of the group company has determined its work ideas and work plan for 2017 a few days ago, and relevant work has been arranged below. In view of the current new political and economic situation and the task of enterprise transformation and development, the general requirements of the Party Committee of the Group Company for 2017 are: to thoroughly study and implement the spirit of the Sixth Plenary Session of the 18th CPC Central Committee and the series of important speeches by General Secretary Xi Jinping, the spirit of the Seventh Party Congress of Jinhua City, to closely revolve around the center of enterprise production, operation and reform and development, and to adhere to scientific development and cross-regional development as the first priority, in order to continue to carry out the study and education of "five stars striving for innovation" and "two learning and one doing", we should highlight the main line of comprehensively and strictly administering the party according to the rules, firmly establish the political awareness, overall situation awareness, core awareness and alignment consciousness of the majority of Party members and cadres, strengthen and improve the party building work in enterprises in the spirit of reform, and strive to improve the scientific, standardized and institutionalized level of Party building work in enterprises, in order to promote the scientific development of the group company, leapfrog development and harmonious development, it provides a strong political, ideological and organizational guarantee. The working idea of the Party Committee of the Group Company in 2017 is to focus on "one center", adhere to "one concept", highlight "three key points" and do a good job in "three constructions". That is: centering on the "one center" of enterprise production, operation and reform and development, we should strive to strengthen the "one concept" of "the organic unity of the party's leadership and the improvement of corporate governance"; to "thoroughly implement the main responsibility of the party committee; continue to carry out the study and education of" two learning and one doing "; and improve the system of party building work" as the "three key points", and focus on "team building and team building
2020
07-30
End of 2016 Qualification Review
According to our newspaper, the 2016 employee qualification evaluation work ended a few days ago, and 380 employees obtained new qualifications. Since the implementation of the employee qualification evaluation system in 2010, it has produced certain results in promoting employees to strengthen self-learning and improve and establish a multi-channel career development system for employees. Since the company's cement sector was included in the scope of qualification management for the first time, in accordance with the relevant regulations of the company's employee qualification management, the written examination for this review was conducted in Jinhua, Daye, and Pu'er on December 25, 2016. After professional knowledge examination, performance evaluation and comprehensive evaluation, the qualification of the corresponding grade and grade is finally determined. A total of 380 employees participated in the review, including 40 in management, 59 in technology and 281 in technicians. According to the unit, there are 2 people in the group department, 186 in daye peak, 89 in Yunnan peak, 56 in pharmaceutical company, 6 in international trade company and 41 in peak health. For employees who apply for qualifications above level 3, Group Barton organized a unified review. According to the final results, more than 6 per cent of the total number of persons rated as three or more qualified. (this newspaper reporter)
2020
07-31
Group Party Committee to determine the annual work plan
The party Committee of the group company has determined its work ideas and work plan for 2017 a few days ago, and relevant work has been arranged below. In view of the current new political and economic situation and the task of enterprise transformation and development, the general requirements of the Party Committee of the Group Company for 2017 are: to thoroughly study and implement the spirit of the Sixth Plenary Session of the 18th CPC Central Committee and the series of important speeches by General Secretary Xi Jinping, the spirit of the Seventh Party Congress of Jinhua City, to closely revolve around the center of enterprise production, operation and reform and development, and to adhere to scientific development and cross-regional development as the first priority, in order to continue to carry out the study and education of "five stars striving for innovation" and "two learning and one doing", we should highlight the main line of comprehensively and strictly administering the party according to the rules, firmly establish the political awareness, overall situation awareness, core awareness and alignment consciousness of the majority of Party members and cadres, strengthen and improve the party building work in enterprises in the spirit of reform, and strive to improve the scientific, standardized and institutionalized level of Party building work in enterprises, in order to promote the scientific development of the group company, leapfrog development and harmonious development, it provides a strong political, ideological and organizational guarantee. The working idea of the Party Committee of the Group Company in 2017 is to focus on "one center", adhere to "one concept", highlight "three key points" and do a good job in "three constructions". That is: centering on the "one center" of enterprise production, operation and reform and development, we should strive to strengthen the "one concept" of "the organic unity of the party's leadership and the improvement of corporate governance"; to "thoroughly implement the main responsibility of the party committee; continue to carry out the study and education of" two learning and one doing "; and improve the system of party building work" as the "three key points", and focus on "team building and team building
2020
07-31
Yunnan peak through the safety standard secondary acceptance
On March 21, Yunnan Jianfeng Cement Company successfully passed the evaluation and acceptance of secondary enterprises for safety production standardization. On the same day, a review team composed of leaders of the Yunnan Provincial Work Safety Supervision Bureau and relevant experts reviewed the implementation of the establishment of Yunnan Jianfeng safety production standardization secondary enterprises. According to the 13 elements involved in the "Standard for Assessment and Rating of Safety Production Standardization in Cement Enterprises", the review team conducted strict assessment and scoring item by item through grouping to check the site and review the data, and finally determined that Yunnan Peak passed the standard acceptance of safety standardization secondary enterprises. Yunnan Jianfeng has always attached great importance to safety production. After passing the three-level safety standard enterprise review in 2015, in order to raise the level of enterprise safety management to a new level, in 2016, it began to create secondary safety standardization. Over the past year, Yunnan Jianfeng has insisted on taking the creation of secondary safety standards as the top priority of production and operation management, and has formulated an implementation plan for production safety standardization in accordance with the requirements of national standardization norms. the content covers production safety responsibility system, education and training, safety inspection, safety facilities management and other safety production management standards, systems and post safety operation procedures, while further strengthening daily safety inspection and regularly organizing emergency plan drills, strengthen the investigation and rectification of potential safety hazards and the supervision of important hazard sources, and further consolidate the foundation of enterprise safety production management. After the review, Zhou Jiping, general manager of Yunnan Jianfeng, said that Yunnan Jianfeng will take this standard as a new starting point. On the basis of consolidating the accident-free achievements in production safety for two consecutive years, it will conscientiously implement the main responsibility of production safety and cultivate
2020
07-31
Yunnan peak through the safety standard secondary acceptance
On March 21, Yunnan Jianfeng Cement Company successfully passed the evaluation and acceptance of secondary enterprises for safety production standardization. On the same day, a review team composed of leaders of the Yunnan Provincial Work Safety Supervision Bureau and relevant experts reviewed the implementation of the establishment of Yunnan Jianfeng safety production standardization secondary enterprises. According to the 13 elements involved in the "Standard for Assessment and Rating of Safety Production Standardization in Cement Enterprises", the review team conducted strict assessment and scoring item by item through grouping to check the site and review the data, and finally determined that Yunnan Peak passed the standard acceptance of safety standardization secondary enterprises. Yunnan Jianfeng has always attached great importance to safety production. After passing the three-level safety standard enterprise review in 2015, in order to raise the level of enterprise safety management to a new level, in 2016, it began to create secondary safety standardization. Over the past year, Yunnan Jianfeng has insisted on taking the creation of secondary safety standards as the top priority of production and operation management, and has formulated an implementation plan for production safety standardization in accordance with the requirements of national standardization norms. the content covers production safety responsibility system, education and training, safety inspection, safety facilities management and other safety production management standards, systems and post safety operation procedures, while further strengthening daily safety inspection and regularly organizing emergency plan drills, strengthen the investigation and rectification of potential safety hazards and the supervision of important hazard sources, and further consolidate the foundation of enterprise safety production management. After the review, Zhou Jiping, general manager of Yunnan Jianfeng, said that Yunnan Jianfeng will take this standard as a new starting point. On the basis of consolidating the accident-free achievements in production safety for two consecutive years, it will conscientiously implement the main responsibility of production safety and cultivate
2020
07-31