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
Editor's note: During the National Day, the "Jinhua New Observation" column of Jinhua TV Station launched a series of reports on "National Day New Observation: New Development of Old Enterprises" to understand the new developments of those old enterprises that have grown up with New China in the new era. October 3 broadcast of the "peak of the 'centennial 'ideal", about the development of the peak group and the future direction of development. The "century" ideal of the peak Jinhua TV reporter Wang Dujuan Jiang Qian host: speaking of Zhejiang Jianfeng Group Co., Ltd., Jinhua people are no stranger. The older generation of Jinhua people are more familiar with, may be the predecessor of Jianfeng Group-Jinhua Cement Factory. Open the first old photo 58 years ago, surrounded by mountains and a rice field in the middle. Old Jinhua can see at a glance that this is the Wise Temple, 8 kilometers north of Jinhua City and east of the former Zhuangtou of Luodian Town. In August 1958, the first group of pioneers came here and built Jinhua's first cement factory on a desolate hillside of 16.94 mu with a pair of hands and warm blood. From the earliest cattle-drawn ball forming machine to the electric ball forming machine, from pure manual labor to machine substitution, it took 26 years of hard work. By 1983, the annual output of peak cement reached 120000 tons, the output value was 6.75 million yuan, and the profit was 2.4 million yuan. In these 26 years, the cement plant has experienced a difficult period of the country, and the ten-year catastrophe of the "Cultural Revolution" has finally ushered in a good time of reform and opening up with tenacious vitality, laying the foundation for steady development in the future. Looking at these old pictures,
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Jianfeng won the Zhejiang Industrial Award
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2020
07-31
Peak Cement Successfully Enters Lancang Airport Project
News from our newspaper On September 26, the first batch of airport runway cement produced by Yunnan Jianfeng Cement Company was successfully delivered to the Lancang Airport site, which marked another important step in the expansion of Jianfeng Cement in the southwest Yunnan market. Lancang Airport is located in Donghi Town, Lancang Lahu Autonomous County, Pu'er City. It is the center of the "three counties" and "Pu'er Green Triangle" tourist areas of Lancang, Menglian and Ximeng, with a wide range of radiation and obvious location advantages. The project is a national "Twelfth Five-Year Plan" construction project and a key construction project in Yunnan Province. It was approved by the State Council and the Central Military Commission in January 2013. It started construction at the end of November 2014 and is expected to be completed in April 2017. The current project of Lancang Airport is designed to meet the target of 250000 passenger throughput and 750 tons of cargo throughput by 2020, including the construction of a 2600-meter-long and 45-meter-wide runway, the construction of a new 3000-square-meter terminal building and 4 apron parking spaces, including communication, navigation, lighting, meteorology and other supporting projects. The total investment of the project is 1.533 billion yuan. Upon completion, it can be used for Boeing 737 series, Airbus A319 and A320 series, MA-60 and other passenger aircraft take off and land. Since the start of the Lancang Airport project, Yunnan Peak has listed it as an important goal to strive. Compared with ordinary cement, special cement for airport runways has the characteristics of small shrinkage, strong wear resistance, good frost resistance and low alkali content in addition to the requirements of ordinary 42.5 Portland cement. To this end, Yunnan peak in the project to strive for at the same time, the collection of technical forces to tackle the problem, in the clinker composition to determine, cooked.
2020
07-31
Peak Cement Successfully Enters Lancang Airport Project
News from our newspaper On September 26, the first batch of airport runway cement produced by Yunnan Jianfeng Cement Company was successfully delivered to the Lancang Airport site, which marked another important step in the expansion of Jianfeng Cement in the southwest Yunnan market. Lancang Airport is located in Donghi Town, Lancang Lahu Autonomous County, Pu'er City. It is the center of the "three counties" and "Pu'er Green Triangle" tourist areas of Lancang, Menglian and Ximeng, with a wide range of radiation and obvious location advantages. The project is a national "Twelfth Five-Year Plan" construction project and a key construction project in Yunnan Province. It was approved by the State Council and the Central Military Commission in January 2013. It started construction at the end of November 2014 and is expected to be completed in April 2017. The current project of Lancang Airport is designed to meet the target of 250000 passenger throughput and 750 tons of cargo throughput by 2020, including the construction of a 2600-meter-long and 45-meter-wide runway, the construction of a new 3000-square-meter terminal building and 4 apron parking spaces, including communication, navigation, lighting, meteorology and other supporting projects. The total investment of the project is 1.533 billion yuan. Upon completion, it can be used for Boeing 737 series, Airbus A319 and A320 series, MA-60 and other passenger aircraft take off and land. Since the start of the Lancang Airport project, Yunnan Peak has listed it as an important goal to strive. Compared with ordinary cement, special cement for airport runways has the characteristics of small shrinkage, strong wear resistance, good frost resistance and low alkali content in addition to the requirements of ordinary 42.5 Portland cement. To this end, Yunnan peak in the project to strive for at the same time, the collection of technical forces to tackle the problem, in the clinker composition to determine, cooked.
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