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
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2020
07-31
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After many discussions and revisions, the three-year business plan compiled by the group's subordinate enterprises was finalized in early December and compiled into a book. In order to continuously improve the company's core competitiveness and sustainable development capabilities, the group company completed the company's five-year development plan in 2013 after many discussions, and clarified the development concept of "cooperative innovation to strengthen the main business, standardize science and seek development", Put forward the role of cement as a base player and be a cost leader in the regional market; medicine is guided by scientific and technological innovation and a market leader in segmented fields. And on this basis, the specific strategic objectives and development direction are formulated. In the second half of this year, on the basis of the pilot medium-and long-term economic responsibility system of the International Trade Company and Jinhua Pharmaceutical Company, the company requires each industrial sector to prepare its own three-year business plan. This is not only one of the actions to implement the strategic plan of the group company, but also an extension of the development strategy of the group company. After full discussion and revision, the current three-year business plan has been compiled into a book, which will become the work guide for the company's professional companies and directly affiliated enterprises in the future. The preparation of medium and long-term development plans, so that the company's managers at all levels more clear about the future direction of development, to be able to develop work objectives and work plans with a long-term vision, to avoid short-sighted behavior in management, the work of the enterprise to do fine, solid, detailed, and at the same time more fully and effectively mobilize the enthusiasm of personnel at all levels. The company requires subordinate enterprises to do a good job in the publicity and implementation of the "three-year business plan" of the enterprise, and in the annual work objectives
2020
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2020
07-31
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After many discussions and revisions, the three-year business plan compiled by the group's subordinate enterprises was finalized in early December and compiled into a book. In order to continuously improve the company's core competitiveness and sustainable development capabilities, the group company completed the company's five-year development plan in 2013 after many discussions, and clarified the development concept of "cooperative innovation to strengthen the main business, standardize science and seek development", Put forward the role of cement as a base player and be a cost leader in the regional market; medicine is guided by scientific and technological innovation and a market leader in segmented fields. And on this basis, the specific strategic objectives and development direction are formulated. In the second half of this year, on the basis of the pilot medium-and long-term economic responsibility system of the International Trade Company and Jinhua Pharmaceutical Company, the company requires each industrial sector to prepare its own three-year business plan. This is not only one of the actions to implement the strategic plan of the group company, but also an extension of the development strategy of the group company. After full discussion and revision, the current three-year business plan has been compiled into a book, which will become the work guide for the company's professional companies and directly affiliated enterprises in the future. The preparation of medium and long-term development plans, so that the company's managers at all levels more clear about the future direction of development, to be able to develop work objectives and work plans with a long-term vision, to avoid short-sighted behavior in management, the work of the enterprise to do fine, solid, detailed, and at the same time more fully and effectively mobilize the enthusiasm of personnel at all levels. The company requires subordinate enterprises to do a good job in the publicity and implementation of the "three-year business plan" of the enterprise, and in the annual work objectives
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"Peak" was identified as China's well-known trademark
Recently, the Trademark Office of the State Administration for Industry and Commerce issued a document that the "Jianfeng" trademark held by Jianfeng Pharmaceutical Company was recognized as a well-known trademark. The main contents of the "Reply of the Trademark Office of the State Administration for Industry and Commerce on the Identification of" Jianfeng "Trademark as a Well-known Trademark" (Shang Standard Chi Zi [2016] No. 121) are as follows: according to the relevant provisions of the Trademark Law, the regulations for the implementation of the Trademark Law and the provisions on the identification and protection of well-known trademarks, after examination and research, it is recognized that the registered trademark of "Jianfeng" used by Zhejiang Jianfeng Pharmaceutical Co., Ltd. in category 5 of the International Classification of Goods and Services for Trademark Registration is a well-known trademark. The identification of the well-known trademark has effectively enhanced the brand value of the company, helped to improve the popularity of the company's products, and further strengthened the protection of the "peak" trademark. (Zhou Hengbin) News link: "well-known trademark" (Well-knownTradeMark), also known as well-known trademark, first appeared in the Paris Convention for the Protection of Industrial property signed in 1883. According to international and domestic intellectual property laws and regulations, the well-known trademark system is created to fully protect the legitimate rights and interests of well-known trademark owners. Its purpose is to reasonably protect the relevant trademark ownership, maintain fair competition, and stop infringement of others' trademark exclusive rights. behavior. China joined the Convention in 1984, according to the provisions of the Convention to give special legal protection to well-known trademarks, has become an important part of China's trademark legal work. Well-known trademarks in China (ChinaFam
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