Announcement on the Resolution of the 10th Board of Directors of the 10th Session
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2019-008
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
十届10次董事会决议公告
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。
一、董事会会议召开情况
(一)本次董事会会议的召集、召开符合有关法律、法规及公司《章程》的相关规定。
(二)2019年4月15日,公司以传真、电子邮件及专人送达的方式发出了本次董事会会议通知。
(三)2019年4月26日,本次董事会会议在浙江省金华市尖峰大厦三楼会议室以现场表决的方式召开。
(四)公司现有九名董事,全体董事出席了会议,其中:八名董事亲自参加了会议,杜自弘董事委托董事长蒋晓萌先生代为出席会议并表决。
(五)本次董事会由董事长蒋晓萌主持,公司监事和高级管理人员列席会议。
二、董事会会议审议情况
1、通过了2018年度总经理业务报告
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票。
2、通过了2018年度财务决算报告
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票。
本报告需提交股东大会审议
3、通过了2018年度利润分配预案
董事会审议并通过了该预案。
公司2018年度拟进行现金分配,以2018年末股本344,083,828股为基数,每10股派发现金红利3.0元(含税),向股权登记日登记在册的全体股东派发现金股利总额为103,225,148.40元(含税)。2018年度不进行公积金转增股本。
表决结果:同意9票、反对0票、弃权0票。
本预案将提交股东大会审议。
详见《关于2018年度利润分配预案的公告》(临2019-015)。
4、通过了聘请公司2019年度审计机构的议案
董事会审议并通过了该议案。同意继续聘请天健会计师事务所(特殊普通合伙)为公司2019年度财务及内部控制审计机构。
表决结果:同意9票、反对0票、弃权0票。
该议案将提交股东大会审议。
5、通过了为控股子公司提供担保的议案
董事会审议并通过了该议案。
对控股子公司的融资及担保,设定如下额度:
|
被担保单位 |
额度(万元) |
|
浙江尖峰药业有限公司 |
30000 |
|
上海北卡医药技术有限公司及其全资子公司 |
20000 |
|
贵州黄平谷陇铭川水泥有限公司 |
30000 |
|
浙江尖峰国际贸易有限公司 |
8000 |
|
合计 |
88000 |
同意上海北卡根据实际经营情况与其下属各全资子公司共同使用上述额度。
2、尖峰国贸是大连商品交易所的指定交割仓库,根据大连商品交易所的要求,需要本公司提供保函,对所存放的期货货物提供担保。另外,为了拓展业务,尖峰国贸目前正在申请郑州商品交易所以及上海期货交易所的交割仓库资质,也需要本公司为其提供担保。为了尖峰国贸顺利开展期货交割仓库业务,拟同意为尖峰国贸出具保函,对存放在尖峰国贸的期货货物提供担保。
在设定额度内的金融机构借款及担保事宜均授权本公司董事长决定执行。
表决结果:同意9票、反对0票、弃权0票。
详见《关于为控股子公司提供担保的公告》(临2019-010)。
本议案需提交股东大会审议。
6、通过了公司会计政策变更的议案
董事会审议并通过了该议案。
表决结果:同意9票、反对0票、弃权0票。
详见《关于公司会计政策变更的公告》(临2019-018)。
7、通过了2018年年度报告及其摘要
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票。
2018年度报告全文及摘要详见上海证券交易所网站(www.sse.com.cn)。
该报告需提交股东大会审议。
8、通过了2019年第一季度报告
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票。
2019年第一季度报告详见上海证券交易所网站(www.sse.com.cn)。
9、关于公司2019年度日常关联交易的议案
董事会审议并通过了该议案。
表决结果:同意6票、反对0票、弃权0票。关联董事蒋晓萌、杜自弘、虞建红回避了该议案的表决。
详见《关于公司2019年度日常关联交易的公告》(临2019-011)。
10、通过了授权董事长利用自有资金进行委托理财的议案
董事会审议并通过了该议案。授权董事长行使不超过人民币5亿元的委托理财的决策权,在该额度内资金可以滚动使用,但任一时点存续的委托理财余额合计不得超过5亿元。每笔委托理财的期限不得超过12个月。授权期限自公司本次董事会审议通过之日起3年内有效。
表决结果:同意9票、反对0票、弃权0票。
详见《关于授权公司董事长利用自有资金进行委托理财的公告》(临2019-012)。
11、通过了召开2018年度股东大会的议案
董事会审议并通过了该议案。董事会决定于2019年5月24日在浙江省金华市婺江东路88号尖峰大厦召开2018年度股东大会,并提供网络表决方式。
表决结果:同意9票、反对0票、弃权0票
详见《关于召开2018年度股东大会的通知》(临2019-017)。
12、通过了公司《章程》修订案
董事会审议并通过了该修订案。
表决结果:同意9票、反对0票、弃权0票。
详见关于修订公司《章程》的公告(临2019-014)。
该议案需提交股东大会审议。
13、通过了公司新修订的《股东大会议事规则》
董事会审议并通过了该议案。
表决结果:同意9票、反对0票、弃权0票。
《股东大会议事规则》详见上海证券交易所网站(www.sse.com.cn)。
该议案需提交股东大会审议。
14、通过了公司新修订的《董事会议事规则》
董事会审议并通过了该议案。
表决结果:同意9票、反对0票、弃权0票。
《董事会议事规则》详见上海证券交易所网站(www.sse.com.cn)。
该议案需提交股东大会审议。
15、通过了尖峰药业增资的关联交易议案
董事会审议并通过了该议案。
表决结果:同意7票、反对0票、弃权0票。关联董事蒋晓萌、刘波回避了该议案的表决。
详见《关于尖峰药业增资的关联交易公告》(临2019-013)。
16、通过了安徽众望增资和二期技改项目的议案
董事会审议并通过了该议案。
本公司控股子公司浙江尖峰药业有限公司的控股子公司上海北卡医药技术有限公司(以下简称:上海北卡)拟出资6000万元对其全资子公司安徽众望制药有限公司(以下简称:安徽众望)进行增资。增资完成后,安徽众望注册资本由原来的4000万元增加至10000万元,上海北卡仍持有100%股权。
安徽众望拟实施二期技改项目,项目总投资17500万元。具体建设内容为:生产车间三、生产车间五、生产车间六、办公楼、研发质检楼、综合仓库一、储罐区(含泵区);新增建设用地约82亩,并对现有二车间设备设施进行局部技改。
表决结果:同意9票、反对0票、弃权0票。
17、通过了2018年度内部控制评价报告
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票。
18、通过了战略规划纲要(2019-2023)
董事会审议并通过了该议案。
表决结果:同意9票、反对0票、弃权0票。
《战略规划纲要(2019-2023)》详见上海证券交易所网站(www.sse.com.cn)。
该议案需提交股东大会审议。
19、通过了2018年度《中长期激励基金计提方案》
董事会审议并通过了该议案。根据公司《中长期激励管理办法》的规定,2018年度提取中长期激励基金3475.03万元。
表决结果:同意9票、反对0票、弃权0票。
20、通过了董事会审计委员会2018年度履职报告
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票
21、通过了独立董事2018年度述职报告
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票
独立董事将向股东大会报告。
22、通过了2018年度董事会工作报告
董事会审议并通过了该报告。
表决结果:同意9票、反对0票、弃权0票。
该报告将提交股东大会审议。
公司独立董事的其他独立意见:
此外,公司独立董事对上述4(关于聘请公司2019年度审计机构的议案)、5(关于为控股子公司提供担保的议案)、6(关于公司会计政策变更的议案)、9(关于公司2019年度日常关联交易的议案)、10(关于授权董事长利用自有资金进行委托理财的议案)、15(关于尖峰药业增资的关联交易议案)、19(关于2018年度《中长期激励基金计提方案》)七项决议都发表了同意的独立意见,认为:上述董事会决议的形成符合《公司法》、公司《章程》等有关规定,没有损害中小股东的利益。
三、相关附件
1、公司第十届董事会第10次会议决议
2、公司独立董事对上述相关事项的独立董事意见
特此公告
浙江尖峰集团股份有限公司
董事会
二〇一九年四月三十日
More information
Recently, the People's Government of Wucheng District of Jinhua City released the list of "Advanced Enterprises for Talent Development" and "Outstanding Enterprise Science and Technology Talents" in 2020. The Group Company was once again rated as an advanced enterprise for talent development, and Zhao Chunquan, an employee of Peak Health Technology Company, was rated as an outstanding enterprise science and technology talent. The selection object of advanced enterprises for talent development in Wucheng District is the district-owned enterprise units. The participating units need to pay attention to the introduction of talents, and have a relatively complete talent introduction mechanism. The number of talents introduced is large and can give full play to the role of talents, or the effect of talent introduction is obvious., And can fully transform and give full play to the intellectual achievements. The selection focuses on high-level and high-skilled talents, and sets evaluation criteria from four aspects: talent increment, talent stock, talent platform and additional indicators. In 2020, the group company will continue to do a good job in talent increment and talent platform, actively participate in talent recruitment and technical project docking activities organized by departments at all levels, carry out industry-university-research cooperation with Zhejiang Industrial and Commercial University, Shenyang Pharmaceutical University and other universities, and obtain 7 national invention patents. At present, the company has one national postdoctoral research workstation, one provincial academician expert workstation and one municipal academician expert workstation, two provincial enterprise technology centers and (R & D) institutions, one municipal enterprise technology center and (R & D) institution, and one provincial enterprise research institute, which has built various talent training platforms for enterprise personnel. In recent years, the company has continuously innovated its business philosophy, strengthened internal management, accelerated transformation and development, actively responded to the government's in-depth implementation of the innovation-driven development strategy, strived to create a good environment for gathering, cultivating and using talents, and cultivated a group of outstanding scientific and technological talents. It has been rated as "Advanced Enterprise for Talent Development" in Wucheng District for many years ". Zhao Chunquan is responsible for the production management of the three business sectors of Jianfeng health care products, Chinese medicine decoction pieces and plant extracts, the pilot production of new products, the technical optimization and innovation of old products, and the daily management of Jianfeng health, safety and environmental protection. He has solid experience in pharmaceutical production site management, GMP system establishment and product production process optimization. In 2020, he led the workshop to increase cross extraction pipelines through technological transformation of equipment, which improved the yield of products, reduced the use of extraction solvents and saved production costs. Through process optimization, a grading process was added before extraction, and a cross extraction process was adopted in the extraction process, which increased the yield of Rhodiola extract by more than 10% year on year, reduced alcohol loss by 30%, and reduced the cost of product production, increased market competitiveness. Prior to this, peak health employees Lu Guosheng, Yang Hao and Chen Anping, and peak cable employee Lu Chaofang also won the honor of outstanding enterprise scientific and technological talents in Wucheng District. (Ni Yingzhen, Yao Lili)
2021
04-12
Chen Long, Secretary of Jinhua Municipal Party Committee, went to the peak to investigate.
"Spike is a well-known representative and iconic manufacturing enterprise in Jinhua. In a sense, it can be said that it is a representative of Jinhua's industrial enterprises, and the development of Spike is also a microcosm of Jinhua's industrial development." On March 31, when Chen long, secretary of the Jinhua Municipal CPC Committee, went to Jianfeng to conduct a special investigation, he fully affirmed the business development of the enterprise in recent years. On the morning of the same day, Chen long, secretary of the Jinhua Municipal CPC Committee, and Zhang Xinyu, vice mayor, together with the heads of the Municipal Economic and Information Bureau, the State-owned assets Supervision and Administration Commission and other departments, went to the headquarters of Jianfeng Group to conduct a special investigation, visited the company's exhibition hall, listened to the introduction of Chairman Jiang Xiaomeng's enterprise situation, and discussed and exchanged views with the company's management team on the current difficulties faced by the party committee and government. At the symposium, Jiang Xiaomeng introduced the company's situation from eight aspects including historical evolution, organizational structure, industrial layout, current operating conditions, corporate governance, technological innovation, corporate culture construction, and future development ideas. In recent years, under the guidance of the policy of "cooperative innovation to strengthen the main business, standardize science and seek development", Jianfeng has accelerated the transformation and upgrading of enterprises and technological innovation, scientific layout and orderly expansion, achieved steady development, and created good benefits, which has been unanimously praised by Chen long and other leaders. Jiang Xiaomeng also expressed his views and suggestions on how to realize the effective connection between intelligent manufacturing and traditional manufacturing, and how to further stimulate the enthusiasm of enterprises to invest in innovative product research and development, and exchanged views with visiting leaders of relevant departments. Vice Mayor Zhang Xinyu said in the exchange that Jianfeng is Jinhua's leading enterprise, and its development momentum and brand image are very good, and it also has strong strength. He hopes to further give full play to the advantages of listed companies in the future. to play a greater role in promoting the industrial integration of Jinhua enterprises, speeding up the cultivation of small and medium-sized enterprises, and strengthening the headquarters economy, the government will also increase support for advantageous enterprises such as Jianfeng, for the further development of enterprises to create conditions, do a good job of service. In his research speech, Secretary Chen long pointed out that the municipal party committee fully affirmed the efforts and contributions made by Jianfeng Group to Jinhua's economic development over the years; the municipal party committee and municipal government will certainly attach great importance to the opinions and suggestions put forward by enterprises, seriously study them, and do their best to solve them. Chen Long put forward several hopes for the future development of Jianfeng: strengthen confidence in development, take advantage of the situation, actively adapt to the new requirements of high-quality development, keep your feet on the ground, stick to industry, and contribute an important force to the sustainable development of Jinhua's economy and society; adhere to the leadership of science and technology and innovative development, give full play to the leading role of industry leaders, and take the lead in uniting upstream and downstream, industry-university-research forces to jointly promote Jinhua manufacturing from factor-driven to innovation-driven; adhere to digital empowerment and intelligent development, carry out in-depth digital and intelligent transformation of the whole chain, promote the integrated development of the new generation of information technology and existing industries, and constantly enhance the core competitiveness of enterprises; adhere to low-carbon cycle and green development, further reduce the energy consumption level per unit added value, and lead the demonstration for Jinhua green manufacturing development. In response to Secretary Chen Long's request, Chairman Jiang Xiaomeng said that the development of Jianfeng cannot be separated from the strong support of Jinhua Party committees and governments at all levels. In recent years, while increasing external development, it is also actively looking for opportunities for further development in Jinhua. "Jianfeng is Jinhua's enterprise, and it is our obligation to contribute to Jinhua". (this newspaper reporter)
2021
04-01
2021 is the 100 anniversary of the founding of the Communist Party of China. The Central Committee of the Communist Party of China has decided to carry out party history study and education in the whole party to encourage the whole party not to forget its original intention and keep its mission in mind. On March 17, the group company held a party committee to convey and implement the relevant spirit of the central and higher party committees, and put forward requirements for the study and education of party history. At the Party History Learning and Education Mobilization Conference held in Beijing on February 20, Xi Jinping, General Secretary of the Central Committee of the Communist Party of China, President of the State, and Chairman of the Central Military Commission, emphasized in his speech that the development of party history learning and education throughout the party is based on the party's century history. A new starting point, a major decision made to coordinate the overall strategy of the great rejuvenation of the Chinese nation and the world's unprecedented changes in a century, and to mobilize the whole party to devote confidence to fully building a modern socialist country. All comrades in the party must learn history, increase credibility, learn history, respect morality, learn history, learn history, learn party history, understand ideas, do practical things, open a new situation, and strive to start a new journey of building a modern socialist country in an all-round way with a high-spirited attitude. Greet the 100 anniversary of the founding of the party with outstanding achievements. After that, Zhejiang Province and Jinhua City successively held mobilization and deployment meetings on party history study and education, and put forward requirements for the implementation of this important work. At the party committee of the group company held on the 17th, Jiang Xiaomeng, secretary of the party committee of the group, conveyed the spirit of the central party history learning and education mobilization meeting and the speech made by Chen long, secretary of the Jinhua municipal party committee, at the municipal party history learning and education mobilization meeting. and together with all party committee members, group executives learned the special learning materials of "learning party history, knowing the party situation, and being a qualified party member. Jiang Xiaomeng pointed out that carrying out the study and education of party history is based on the new starting point of the party's century-old history of the Party Central Committee with Comrade Xi Jinping as the core, coordinating the overall strategic situation of the great rejuvenation of the Chinese nation and the great changes unseen in the world in a century, and mobilizing the whole party and the whole country to devote themselves to building a modern socialist country with confidence. Party organizations at all levels of the company must deeply understand and grasp the special significance of carrying out party history study and education, and resolutely implement it in accordance with the deployment requirements of the central, provincial and municipal party committees. According to the key points and work requirements of party history learning and education proposed by the central government, and in combination with the actual situation of the company, the group party committee decided to further strengthen the publicity of party history knowledge, organize all party members to strengthen relevant knowledge learning, and visit and study in the red education base. Organize a special lecture on party history education, and all grassroots party committees and branch secretaries should take the lead in giving party history lessons; use the "Peak News" as the carrier to carry out party history knowledge propaganda, organize the essay solicitation activity of "learning party history and welcoming a hundred years"; Organize and carry out the knowledge contest of party history for party members. The party committee of the group requires that the main responsible comrades of the company's party organizations at all levels should lead by example, set an example, and play a good role in leading learning and promoting learning; it is necessary to innovate methods and methods, and flexibly use various learning platform carriers to make party history learning and education more appealing and effective, To promote the study and education of party history to go deep into the masses, the grassroots, and the hearts of the people. (this newspaper reporter)
2021
03-22
Qiandongnan Prefecture Federation of Trade Unions "Send Warmth"
On the morning of February 25, Liang Ya, Secretary of the Party group of the Federation of trade unions of Qiandongnan Prefecture, and Yuan Shangkai, director of the Bureau of industry and information technology of Qiandongnan Prefecture, went to Huangping Jianfeng cement company to express their sympathy to the employees who stick to their posts during the Spring Festival. In the peak of Huang Ping, Liang Ya and his party had a discussion with employee representatives to understand the working and living conditions of employees. Qian Jiang, secretary of the party branch of Huang Ping Jianfeng and chairman of the trade union, briefly reported on the recent production and operation of the enterprise, the main work and achievements of the trade union organization since its establishment more than half a year ago, and said that Huang Ping Jianfeng trade union will continue to make efforts to continuously improve the capacity building of trade union staff, be a good "mother's family" of employees, earnestly safeguard the rights and interests of employees, and constantly improve their sense of satisfaction and happiness. On behalf of the State Federation of Trade Unions, Secretary Liang Ya fully affirmed the trade union work of the enterprise. She pointed out that as a key project of poverty alleviation through cooperation between the east and the west, Huangping Jianfeng must give full play to the important responsibility of trade union organizations to care for employees while doing a good job in production and operation, do more practical work for employees, solve problems, and build Huangping Jianfeng into a industry. The benchmark for poverty alleviation contributes to the promotion of Huangping's economic development. After the symposium, Liang Ya, Yuan Shangkai and other leaders distributed condolences to the representatives of the participating employees one by one, and expressed condolences to the employees of Huang Ping Jianfeng who stuck to the front line during the Spring Festival. (Pan Yi)
2021
03-12
On March 1, Wan Ding, Mayor of Daye City, Hubei Province, Jiang Longping, Deputy Secretary of the Municipal Party Committee and Secretary of the Political and Legal Committee, Cheng Wei, Minister of the United Front Work Department and Chairman of the Federation of Trade Unions, and the heads of relevant functional departments made a special visit to the peak to further strengthen cooperation, Promote development and communicate with the leaders of the group company. Group Chairman Jiang Xiaomeng, General Manager Yu Jianhong, Deputy General Manager Zhang Fengliang, Xiang Chongping and other leaders received Wanding and his party. On behalf of the peak, Jiang Xiaomeng welcomed the visit of the leaders of Daye City and thanked the local government departments at all levels in Daye for their support and affirmation of the peak. During the exchange, Mayor Wanding spoke highly of Daye Jianfeng's contribution to local economic and social development over the years. He said that Jianfeng has always been a benchmark enterprise and a major taxpayer in Daye City, and its achievements are well-known in Daye. On this good basis, he hopes to further strengthen cooperation. The leaders of Baoan Town, where Daye Peak is located, also stated on the spot during the discussion that they will adopt the attitude of "Peak Cement is no small matter", while serving the enterprise well, and at the same time, they will further strengthen the in-depth cooperation between the two parties to find development opportunities around related industries. The two parties also discussed topics such as strengthening industrial integration in building materials-related fields, further extending the upstream and downstream of the industrial chain, and coordinated green development. (this newspaper reporter)
2021
03-12
On January 16, the "2021 China Enterprise Credit Development Forum and the 12th Integrity Public Welfare Ceremony" sponsored by the China Enterprise Reform and Development Research Association and the China Cooperative Trade Enterprises Association was held in Beijing to release the 2020 China Enterprise Credit Top 500 Series of lists. Jianfeng Group ranks 358 and 355 respectively in the top 500 credit lists of Chinese enterprises and the top 500 credit lists of Chinese listed companies. It is understood that the evaluation and analysis of the top 500 Chinese corporate credit is not based on the company's operating income, profit or the value of a single indicator, but focuses on the trend research of corporate development, focusing on quantitative evaluation and analysis, and quantitative A multi-dimensional evaluation method that combines qualitative and qualitative, and adopts dynamic empowerment according to the different characteristics of different industries, is a comprehensive reflection of the company's operating status and operating capabilities, it is also an objective manifestation of the creditworthiness of the enterprise. In the analysis and research, it refers to the international rules, simulates the enterprise credit evaluation system, adopts dynamic empowerment according to the characteristics of different industries, and establishes the corresponding evaluation mathematical model to make it more scientific, objective, fair and fair. The analytical research and evaluation methods and models have three first-level evaluation elements, with "credit environment" having a weight of 14%, "credit capacity" having a weight of 72%, and "credit behavior" having a weight of 14%. Among them, "credit environment" includes economic environment, industry environment, market environment, policy and legal environment 4 secondary indicators 6 sub-elements, using a combination of quantitative and qualitative analysis of the evaluation method; "credit capacity" includes profitability, liquidity, security and growth 4 secondary indicators 11 sub-elements and 1 reference element, using quantitative analysis and evaluation methods, is the core index in the evaluation system; "Credit behavior" includes three sub-elements of three secondary indicators: social contribution, quality and safety, and social impact, and adopts a combination of quantitative and qualitative analysis. The credit evaluation and analysis of Chinese enterprises is a project supported by the China Social Science Fund. It has been carried out since 2011. Based on the analysis and research results, it has produced the top 500 Chinese enterprise credit, the top 100 Chinese manufacturing enterprise credit, and the top 100 Chinese service enterprise credit. China's top private enterprise credit 100, China's top 500 listed company credit list. According to the above scoring principles, in the list of China's top 500 credit enterprises, peak's comprehensive credit score is 92.988, ranking 358, and ranking 15th among cement enterprises on the list; at the same time, it ranks 355 among the top 500 credit companies of Chinese listed companies released in the same period. (this newspaper reporter)
2021
03-01