Announcement on Amending the Articles of Association of the Company
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2019-014
债券简称:13尖峰02 债券代码:122344
浙江尖峰集团股份有限公司
关于修订公司《章程》的公告
本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。
根据《中华人民共和国公司法》(2018年修订)、中国证监会《关于修改〈上市公司章程指引〉的决定》(证监会公告[2019]10号)和《上海证券交易所股票上市规则》(2018年修订)等相关规定及公司运行情况,拟对公司《章程》部分条款进行修订。
2019年4月26日,公司召开了第十届董事会第10次会议,经审议与表决,以9票同意、0票反对、0票弃权,审议通过了公司《章程》修订案。
具体修订内容对照如下:
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修改前 |
修改后 |
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第一条 为维护公司、股东和债权人的合法权益,规范公司的组织和行为,根据《中华人民共和国公司法》(以下简称《公司法》)、《中华人民共和国证券法》(以下简称《证券法》)和其他有关规定,制订本章程。 |
第一条 为维护公司、股东和债权人的合法权益,规范公司的组织和行为,根据《中华人民共和国公司法》(以下简称《公司法》)、《中华人民共和国证券法》(以下简称《证券法》)、《中国共产党章程》(以下简称《党章》)和其他有关规定,制订本章程。 |
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第二十三条 公司在下列情况下,可以依照法律、行政法规、部门规章和本章程的规定,收购本公司的股份:
(一)减少公司注册资本;
(二)与持有本公司股票的其他公司合并;
(三)将股份奖励给本公司职工;
(四)股东因对股东大会作出的公司合并、分立决议持异议,要求公司收购其股份的。
除上述情形外,公司不进行买卖本公司股份的活动。 |
第二十三条 公司在下列情况下,可以依照法律、行政法规、部门规章和本章程的规定,收购本公司的股份:
(一)减少公司注册资本;
(二)与持有本公司股份的其他公司合并;
(三)将股份用于员工持股计划或者股权激励;
(四)股东因对股东大会作出的公司合并、分立决议持异议,要求公司收购其股份;
(五)将股份用于转换上市公司发行的可转化为股票的公司债券;
(六)上市公司为维护公司价值及股东权益所必需。
除上述情形外,公司不进行收购本公司股份的活动。 |
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第二十四条 公司收购本公司股份,可以选择下列方式之一进行:
(一)证券交易所集中竞价交易方式;
(二)要约方式;
(三)中国证监会认可的其他方式。 |
第二十四条 公司收购本公司股份,可以选择下列方式之一进行:
(一)证券交易所集中竞价交易方式;
(二)要约方式;
(三)中国证监会认可的其他方式。
公司因本章程第二十三条第一款第(三)项、第(五)项、第(六)项规定的情形收购本公司股份的,应当通过公开的集中交易方式进行。 |
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第二十五条 公司因本章程第二十三条第(一)项至第(三)项的原因收购本公司股份的,应当经股东大会决议。公司依照第二十三条规定收购本公司股份后,属于第(一)项情形的,应当自收购之日起10日内注销;属于第(二)项、第(四)项情形的,应当在6个月内转让或者注销。
公司依照第二十三条第(三)项规定收购的本公司股份,将不超过本公司已发行股份总额的5%;用于收购的资金应当从公司的税后利润中支出;所收购的股份应当1年内转让给职工。 |
第二十五条 公司因本章程第二十三条第一款第(一)项、第(二)项规定的情形收购本公司股份的,应当经股东大会决议;公司因本章程第二十三条第一款第(三)项、第(五)项、第(六)项规定的情形收购本公司股份的,可以依照本章程的规定或者股东大会的授权,经三分之二以上董事出席的董事会会议决议。
公司依照本章程第二十三条第一款规定收购本公司股份后,属于第(一)项情形的,应当自收购之日起 10 日内注销;属于第(二)项、第(四)项情形的,应当在6 个月内转让或者注销;属于第(三)项、第(五)项、第(六)项情形的,公司合计持有的本公司股份数不得超过本公司已发行股份总额的 10%,并应当在 3 年内转让或者注销。 |
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第四十四条 本公司召开股东大会的地点为:公司住所地。
股东大会将设置会场,以现场会议形式召开。公司还将视情况提供网络方式为股东参加股东大会提供便利。股东通过上述方式参加股东大会的,视为出席。 |
第四十四条 本公司召开股东大会的地点为:公司住所地。
股东大会将设置会场,以现场会议形式召开。公司还将提供网络投票的方式为股东参加股东大会提供便利。股东通过上述方式参加股东大会的,视为出席。
发出股东大会通知后,无正当理由,股东大会现场会议召开地点不得变更。确需变更的,召集人应当在现场会议召开日前至少 2 个工作日公告并说明原因。 |
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第七十七条 下列事项由股东大会以特别决议通过:
(一)公司增加或者减少注册资本;
(二)公司的分立、合并、解散和清算;
(三)本章程的修改;
(四)公司在一年内购买、出售重大资产或者担保金额超过公司最近一期经审计总资产30%的;
(五)股权激励计划;
(六)修改公司现金分红政策;
(七)法律、行政法规或本章程规定的,以及股东大会以普通决议认定会对公司产生重大影响的、需要以特别决议通过的其他事项。 |
第七十七条 下列事项由股东大会以特别决议通过:
(一)公司增加或者减少注册资本;
(二)公司的分立、合并、解散和清算;
(三)本章程的修改;
(四)公司在一年内购买、出售重大资产或者担保金额超过公司最近一期经审计总资产 30%的;
(五)股权激励计划;
(六)修改公司现金分红政策;
(七)因本章程第二十三条第(一)、(二)项规定的情形收购本公司股份;
(八)法律、行政法规或本章程规定的,以及股东大会以普通决议认定会对公司产生重大影响的、需要以特别决议通过的其他事项。 |
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第七十八条 股东(包括股东代理人)以其所代表的有表决权的股份数额行使表决权,每一股份享有一票表决权。
公司持有的本公司股份没有表决权,且该部分股份不计入出席股东大会有表决权的股份总数。
董事会、独立董事和符合相关规定条件的股东可以征集股东投票权。 |
第七十八条 股东(包括股东代理人)以其所代表的有表决权的股份数额行使表决权,每一股份享有一票表决权。
股东大会审议影响中小投资者利益的重大事项时,对中小投资者表决应当单独计票。单独计票结果应当及时公开披露。
公司持有的本公司股份没有表决权,且该部分股份不计入出席股东大会有表决权的股份总数。
董事会、独立董事和符合相关规定条件的股东可以征集股东投票权。征集股东投票权应当向被征集人充分披露具体投票意向等信息。禁止以有偿或者变相有偿的方式征集股东投票权。公司不得对征集投票权提出最低持股比例限制。 |
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第八十条 公司应在保证股东大会合法、有效的前提下,通过各种方式和途径,包括提供网络形式的投票平台等现代信息技术手段,为股东参加股东大会提供便利。 |
第八十条 公司应在保证股东大会合法、有效的前提下,通过各种方式和途径,优先提供网络形式的投票平台等现代信息技术手段,为股东参加股东大会提供便利。 |
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新增第五章“党组织”,其后章节顺延。 |
第九十五条 根据《党章》规定,公司设立党的组织,开展党的活动。公司党组织是公司法人治理结构的有机组成部分,发挥领导核心和政治核心作用,把方向、管大局、保落实。
第九十六条 公司根据《公司法》和《章程》的规定,设立公司党委、公司纪委和各基层党组织,公司应当为各级党组织及其纪委的活动提供必要的条件。
第九十七条 公司党组织书记和董事长原则上由一人担任。符合条件的党组织领导班子成员可通过法定程序进入董事会、监事会、经理层,董事会、监事会、经理层成员中符合条件的党员可依照有关规定和程序进入公司党委、纪委。 More information Group Party Committee Held Democratic Life Meeting On February 7, the party Committee of the group company held the 2020 democratic life meeting to listen to the suggestions and opinions of grass-roots organizations and carry out criticism and self-criticism. The party committee members and senior executives of the participating groups reported on the annual evaluation of the company's management cadres, and studied personnel adjustment plans for some subordinate companies; listened to the opinions and suggestions of grassroots organizations and young employees, and scientific and technological personnel seminars, and focused on employees. Research and determine solutions to practical problems such as strengthening the management and distribution of labor protection supplies, increasing the quality control of labor protection supplies, increasing training related to new technologies and new businesses, and optimizing corporate university courses. The party committee members also carried out criticism and self-criticism together, analyzed and investigated their own problems, and put forward opinions and suggestions. (Reporter Ni Yingzhen) 2021 03-01 At the Jinhua City "Four Tackling Four Striving for the First" mobilization meeting held on February 18, Jianfeng Pharmaceutical won the honorary title of "Jinhua City's Top Ten Innovative Enterprises. The meeting mainly summarized the results of the "nine hard battles", studied and deployed the "four tackling and four striving for the first" action, further mobilized the whole city to further improve the style of work, work hard, and strive for the first place, so as to promote the "14th Five-Year Plan" to make a good start and start well. Step, celebrate the 100 anniversary of the founding of the party with outstanding results. In recent years, Jianfeng Pharmaceutical has relied on scientific and technological innovation to actively build a high-end preparation manufacturing platform, layout of high-end varieties in the pharmaceutical industry, and has achieved good results in improving scientific and technological innovation capabilities, promoting the transformation of scientific research results, deepening industry-university-research cooperation, and company talent training. Achievement. For the enterprise sustained, healthy and rapid development to provide strong support. (Zhu Ningyan) 2021 03-01 The first product of Erying Company goes on sale. At the beginning of the new year, good news came from Zhejiang Erying Pharmaceutical Co., Ltd., a subsidiary of Jianfeng Pharmaceutical Co., Ltd., that the first product of the company since its establishment, Erying Baby Butt Care Ointment, successfully passed the examination and approval of Zhejiang Drug Administration and was officially listed. Erying Company is a joint venture formed by Jianfeng Pharmaceutical and German scientific research forces, focusing on the research and development, introduction, production and sales of pediatric drugs and skin care products. The "Baby Baby" series of products introduces German technology. The first product is Baby Baby Baby Butt Care Ointment, which mainly contains black seed oil, castor oil and sesame oil. Among them, black seed oil is rich in riquinone, black seed quinone and thyme quinone, which has the effects of antibacterial, anti-inflammatory, antioxidant and scavenging free radicals. Sesame oil is rich in vitamin C, vitamin E, vitamin A, fatty acids, minerals and various trace elements, which play a role in strong antioxidant activity, increasing skin luster and accelerating skin metabolism. Castor oil is a traditional medicine applied to burns and scabies. A variety of vegetable oil mixture has the effect of moisturizing and locking water, and is a natural skin deep "moisturizer". Compared with similar products on the market, Erying Baby Butt Care Ointment does not contain any hormones, preservatives, alcohol, pigments, flavors, talcum powder and other additives. It has unique vegetable oil fragrance and is mild in nature. It is very suitable for use on delicate skin of newborns to prevent the occurrence of red buttocks of newborns. (Gold Crystal) 2021 03-01 Group Companies Commend 2020 Advanced On the afternoon of February 3, the group company held the 2020 annual summary commendation meeting to review the work of the previous year, make arrangements for the work of 2021, sign the 2021 economic responsibility system with various professional companies and directly affiliated enterprises, and solemnly commend the 2020 advanced collectives and individuals. In the past 2020, the sudden outbreak of new crown pneumonia has brought about tremendous changes in the lifestyle of the public and the business environment of enterprises, and has brought unprecedented challenges to the industrial sectors of the peak. In this context, the company has carried out various operation and management work in an orderly manner around the general policy of "making up for shortcomings, improving quality and efficiency, and creating core competitive advantages", overcoming various difficulties, and basically completing the work established at the beginning of the year. target. At the summary and commendation meeting, Yu Jianhong, general manager of the group company, made a work report entitled "following the law, reforming and innovating, and promoting better and faster development of peaks", which actively responded to the new coronary pneumonia epidemic and ensured the safety and health of all employees. Substantial progress has been made in the construction of key investment projects. Continuously strengthen management integration and effectively improve management level; New achievements have been made in scientific and technological innovation and technological transformation. Overcome the impact of the epidemic situation and strive to expand sales; innovate the forms of personnel training, selection and introduction, optimize the salary system and improve the cohesion of enterprises. New achievements have been made in safety and environmental protection management. Strengthen party building, ideological and political work and corporate culture to enhance the cohesion and centripetal force of enterprises; Nine aspects, including effective promotion of corporate image, influence and reputation, have made a comprehensive summary and review of the work in 2020. 2021 is the first year of the "14th Five-Year Plan" and the 100 anniversary of the founding of the Communist Party of China. It is a year of special importance in the process of China's modernization. However, there are many uncertainties in the development of the epidemic and changes in the external environment, the foundation of China's economic recovery is not yet solid, the world economic situation is still complex and severe, the recovery is unstable and unbalanced, and the various derivative risks caused by the impact of the epidemic cannot be ignored. In combination with the spirit of the 2021 Central Economic Work Conference, after a comprehensive analysis of the current national economic situation, policies and the changing trends of the company's related industries, Yu Jianhong, on behalf of the group company, proposed the 2021 work policy as "following the law, keeping the right and bringing forth the new, reforming and innovating, and continuously improving", and around this policy, proposed the key work for 2021: following the market law and trend, achieving the "five persistence", fundamentally reverse the ideological concepts of management cadres; do a good job in project management, cultivate industrial advantages, and steadily promote development; optimize the management system, strengthen management improvement, and improve management efficiency; further strengthen technological innovation, increase investment in technological transformation, and promote "digital intelligence" Factory "construction; respect market laws, pay attention to user needs, and improve marketing capabilities; do a good job in management team building to further strengthen human resource development; promote safety and environmental protection management to a new level; take party building as a guide, strengthen ideological and political work, enrich the connotation of corporate culture, and create" soft power "for enterprise competition; continue to grasp the normal management of the prevention and control of the new coronary pneumonia epidemic to ensure that all work can be carried out smoothly. Yu Jianhong pointed out that on the road of creating a century-old peak, we will face twists and turns, risks and challenges at any time. In the face of many tests, we will never be able to solve the problem, and hope can only rest on ourselves. In 2021, the peak will also face more severe challenges. With a conscientious style, a spirit of perseverance, and unswerving perseverance, we must unite and forge ahead, innovate the old, and work hard to create a brighter future for the peak cause. At the meeting, Yu Jianhong, on behalf of the group company, signed the 2021 economic responsibility system with Daye Peak, Yunnan Peak, Pharmaceutical Company, Health Technology Company, International Trading Company and Cable Company. Huang Jinlong, deputy general manager of the group company and chairman of Shanghai North Carolina Company, signed a responsibility system with the management team on behalf of the Shanghai North Carolina board of directors. Xiang Chongping, deputy general manager of the group company, read out the list of advanced collectives and advanced individuals of the group company in 2020 at the conference. In 2020, a total of 20 advanced collectives such as advanced enterprises, advanced civilized workshops (departments and offices), advanced party organizations, and 25 outstanding individuals such as outstanding employees, innovative experts, outstanding management workers, and outstanding marketers were selected, and outstanding party workers, 24 advanced individuals such as outstanding party members, outstanding party members, outstanding trade union workers, advanced safety and environmental protection workers, and rookie employees were selected. In the warm atmosphere, the advanced representative of the gold enterprise took the stage to receive the award. Zhou Jiping, former general manager of Yunnan Jianfeng, on behalf of advanced enterprises, was at the meeting site. Dong Li, representative of Anhui New Jianfeng North Card, and Wu Lihua, representative of Guizhou Huang Ping Jianfeng, an innovative expert, spoke via video respectively, reviewing the gains and losses of the past year's work and sharing experiences and experiences. On behalf of the party committee and board of directors of the group, Jiang Xiaomeng, secretary of the party committee and chairman of the group, congratulated the advanced collectives and individuals who were commended, thanked all the peak employees for their hard work and achievements, and made a summary speech entitled "seize the day for development, and improve the ability without delay" in view of the market situation and existing problems faced by the company that year (details are published separately in this edition). (this newspaper reporter) 2021 02-10 New Year Message Zhejiang Jianfeng Group Co., Ltd. Party Secretary, Chairman of Jianfeng Group All colleagues of Jianfeng Group: The law returns to the spring, and Vientiane is renewed. Unconsciously, the unforgettable Year of the Gengzi Rat has become a thing of the past, and the New Year of the Year of the Ox is coming to us in great strides. On behalf of the group company, I would like to express my sincere greetings to all the cadres and employees who have worked hard and dedicated for a year. The past year has been an extraordinary year. The sudden neo-coronary pneumonia epidemic has put the global economy and our country through an unprecedented and complex test. This year, we accurately studied and judged the epidemic situation, formulated and implemented various epidemic prevention and control measures as soon as possible, strengthened the publicity of epidemic prevention and control knowledge, organized and prepared epidemic prevention materials, strengthened the dynamic management of employees' health, and actively organized the resumption of work and production. Effectively curbed the adverse effects of the epidemic on production and operation; while doing a good job in internal epidemic prevention and control, it also donated money and materials to the government, charity, medical institutions, it has made a positive contribution to the joint force "war epidemic. During this period, no one in the whole group was infected, and the most severe period of the epidemic was safe and healthy. This year, we shouldered the extraordinary responsibility during the extraordinary period, made prudent and decisive scientific decisions, gathered the wisdom of all staff to overcome difficulties, and made obvious progress in market expansion, technological transformation, cost control, safety and environmental protection. This year, we paid close attention to the construction of the project. Guizhou Huangping Jianfeng Cement Project was successfully completed and put into production and reached the production standard. The internationalization project of Jianfeng Pharmaceutical, the technological transformation project of Anhui Xinbeika and the new warehouse project of Jianfeng International Trading Company are progressing in an orderly manner. New development projects are also being actively sought and discussed. This year, we strengthened the management and control of business risks, carried out in-depth optimization of institutions and positions, and vigorously promoted standardized and standardized management, and the operational efficiency of enterprises was significantly improved. This year, we innovated the forms of talent training, selection and introduction, optimized the salary system, worked hard to do a good job in corporate culture, and enhanced the cohesion and centripetal force of the enterprise. In this year, we have successively won a series of honors, such as "China's top 100 cement clinker production enterprises", "China's top 100 building materials enterprises", "excellent unit of corporate culture brand construction" in Zhejiang Province, "National May 4th Red Flag Youth League Committee", "China's top 500 enterprise credit", "top 100 pharmaceutical industry enterprises" and "top 50 creative enterprises" in Jinhua City, The corporate image and influence have been greatly improved. This year, we encountered many unprecedented difficulties and made more efforts than in previous years. The staff of pharmaceutical companies and large pharmacies are still organizing epidemic prevention materials on New Year's Eve. The backbone of Daye Peak drove "retrograde" thousands of miles back to their posts to organize epidemic prevention and maintenance. In order to put into production early and seize the market, the cadres and employees are engaged in equipment debugging regardless of day and night during equipment debugging and trial production... There are many flash moments, which are worth remembering forever. All the achievements of this year are the result of the hard work and sweat of the company's employees. They are the result of all the peak people expressing their responsibilities, creating achievements with hard work, hard work, wisdom and hard work. Here, on behalf of the group company, I would like to express my heartfelt thanks to all the cadres and employees of the peak and say to you: everyone is working hard! The new year brings new hope and new challenges. 2021 is the first year to implement the "14th Five-Year Plan" and start a new journey of building a modern socialist country in an all-round way. It is also the 100 anniversary of the founding of the Communist Party of China. At present, China is facing a great change not seen in a century, the world pattern is also undergoing great changes, the global epidemic of new crown pneumonia epidemic to accelerate the evolution of this great change. We should be soberly aware that all the existing glory on our report card has become the past, and the future of the peak will meet all kinds of known and unknown risks and challenges, and the grand blueprint of "creating a century-old peak" also requires every peak person to show greater drive, make more efforts, and show unyielding "bull strength" and conscientious "bull spirit", write a more beautiful chapter together. As the saying goes, a year's plan lies in spring. Spring represents the vitality, represents the hope, but also represents the future. At this peaceful and festive moment, let's wish all peak cadres and employees a happy New Year, good health, happy family and all the best! 2021 02-10 As the Spring Festival is approaching, Cai Yan, secretary of the Wucheng District CPC Committee of Jinhua City, visited Jianfeng on January 19 to express condolences to Jiang Xiaomeng, a top-notch talent in Jinhua City and chairman of the group company, and extended festive wishes and greetings to him. I would also like to express my gratitude to Jianfeng for his contribution to Jinhua's economic and social development. Jiang Xiaomeng and Cai Yan exchanged views on the future construction of the ecological corridor in central Zhejiang, the expansion and extension of the Jin Yi Kechuang corridor, and the development direction of biotechnology and medical device industry. They also introduced the new products of the peak pharmaceutical sector and invited her to visit the company's production line. At present, the domestic new coronary pneumonia epidemic has repeated, Jinhua is also strengthening prevention and control efforts, Cai Yan in particular for the peak in the early 2020 epidemic, Wucheng District epidemic prevention work is the most difficult, the most severe situation in a timely manner to lend a helping hand, donated forehead temperature guns, disinfectant, masks and other epidemic prevention materials, to medical institutions to donate money and materials to express gratitude. Cai Yan fully affirmed the business performance and development trend of Jianfeng Group in recent years, and highly praised Jianfeng people's pragmatic and innovative business attitude. She said that the pro-Qing political and business relations formed by Jianfeng Group and various units of the Wucheng District Government over the years have not come easily. She hopes that the two sides will further strengthen exchanges, and the government and enterprises will work together to create a good business environment. The Spring Festival is approaching. I wish Jianfeng will develop to a higher level in the new year, "just like your name", pursuing to rise to the top and constantly climb the peak. (Reporter Chen Shengmu) 2021 01-21 |