Announcement of the resolution of the third session of the 10th board of directors
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2018-004
债券简称:13尖峰01 债券代码:122227
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3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)2018年4月9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)2018年4月20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方式召开。
(四)本次董事会会议应出席的董事9人,实际出席会议的董事9人,会议有效表决票数9票。
(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2017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2017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2017年度利润分配预案
经天健会计师事务所(特殊普通合伙)审计,2017年度公司合并报表归属于母公司股东的净利润为348,494,304.06元;母公司会计报表净利润194,066,681.11元。按母公司的本期净利润194,066,681.11元为基数,提取10%法定公积金19,406,668.11 元,加年初未分配利润570,339,566.43元,减去2016年度现金分红86,020,957.00元,本年度可供分配利润为658,978,622.43元。
公司2017年度拟进行现金分配,以2017年末股本344,083,828股为基数,每10股派发现金红利1.0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34,408,382.8 元(含税)。
2017年度不进行公积金转增股本。
董事会说明:
(1)现金分红政策执行情况
《公司章程》规定:公司最近三年以现金方式累计分配的利润不少于最近三年实现的年均可分配利润的百分之三十。
从2011年以来,公司连续进行了现金分红,已累计实施现金分红38881.47万元,最近三年现金分红情况如下(2017年度暂按上述预案计算,单位:万元):
|
分红年度 |
现金分红数额 |
当年合并归母公司净利润 |
现金分红占当年合并归母公司净利润比例 |
|
2015年 |
6193.51 |
20089.94 |
30.83% |
|
2016年 |
8602.10 |
28522.95 |
30.16% |
|
2017年 |
3440.84 |
34849.43 |
9.87% |
|
|
最近三年以现金方式累计分配 |
最近三年实现的年均可分配利润 |
最近三年以现金方式累计分配的利润占最近三年实现的年均可分配利润的比例 |
|
|
18236.44 |
27820.77 |
65.55% |
公司最近三年以现金方式累计分配的利润占最近三年实现的年均可分配利润的比例为65.55%,符合公司《公司章程》规定的现金分红政策。
(2)公司的发展情况
目前,公司正处于发展的关键阶段,2018年公司将加快推进上海北卡项目,其子公司安徽新北卡化学有限公司需进行技术改造,建设“年产350吨医药中间体及900吨农药原药项目”;尖峰药业“DPT”项目进入一期临床试验,尖峰药业及其子公司浙江尔婴(原金得尔)、尖峰亦恩将进一步加大产品研发和引进力度;2018年度公司还将继续投入并完成尖峰国贸“新建仓库(电商物流园)项目”;上述业务的开展需要较大的资金支持。
(3)考虑到2018年公司在技改、新产品开发等方面的投入较大,为了保持公司的稳健经营,支持公司的长远发展,兼顾股东的短期和长期利益,董事会通过了上述2017年度利润分配预案。
(4)公司将召开2017年度业绩及现金分红说明会,就公司2017年度业绩及现金分红事项与投资者进行沟通和交流,及时答复投资者关心的问题。
(5)公司在召开股东大会审议上述2017年度利润分配预案时,将为投资者提供网络投票便利条件,同时按照参与表决的A股股东的持股比例分段披露表决结果。
独立董事意见:
(1)同意公司以2017年末股本344,083,828股为基数,每10股派发现金红利1.0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34,408,382.8元(含税),2017年度不进行公积金转增股本。
(2)该利润分配预案是根据公司2017年度实际经营成果及财务状况,结合公司未来业务发展的实际需要而制定。留存未分配利润主要用于满足公司公司发展的资金需求,有利于公司的持续健康发展,不存在损害股东特别是中小股东权益的情况。我们认为其符合《公司章程》对于利润分配的相关规定,符合公司的实际经营状况。
(3)公司董事会审议通过了上述利润分配预案。我们认为本次会议的召集、召开及审议表决程序符合相关法律、法规及《公司章程》的规定,合法有效;并同意将该预案提交公司2017年年度股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
该预案将提交股东大会审议。
4、通过了聘请公司2018年度审计机构的议案
董事会审议并通过了该议案,同意聘请天健会计师事务所(特殊普通合伙)为公司2018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。
本议案需提交股东大会审议。
5、通过了2017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。
本议案需提交股东大会审议。2017年度报告全文及摘要详见上海证券交易所网站(www.sse.com.cn)。
6、通过了关于对控股子公司提供担保的议案
经审议与表决,董事会通过了该议案。
表决结果:同意9票、反对0票、弃权0票。
本议案需提交股东大会审议。
详见《对控股子公司提供担保的公告》(临2018-008)。
7、关于授权董事长利用自有资金进行委托理财的议案
经审议与表决,董事会通过了该议案。
表决结果:同意9票、反对0票、弃权0票。
详见《关于授权董事长利用自有资金进行委托理财的公告》(临2018-007)。
8、关于子公司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7票、反对0票、弃权0票。关联董事蒋晓萌、杜自弘回避了该议案的表决。
详见《关于子公司日常关联交易公告》(临2018-006)。
9、通过了关于召开2017年度股东大会的议案
经审议与表决,董事会通过了该议案。
表决结果:同意9票、反对0票、弃权0票。
详见《关于召开2017年度股东大会的通知》(临2018-010)。
10、通过了2017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。
内部控制评价报告详见上海证券交易所网站(www.sse.com.cn)。
11、通过了关于新北卡化学技术改造项目的议案
董事会审议并通过了该议案。同意子公司安徽新北卡化学有限公司投资16274.25万元,其中:固定资产投资为13274.25万元,流动资金3000万元。建设“年产350吨医药中间体及900吨农药原药项目”。
表决结果:同意9票、反对0票、弃权0票。
12、通过了2017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《中长期激励管理办法》的规定,2017年度可提取中长期激励基金为13836266.94元。
表决结果:同意9票、反对0票、弃权0票。
13、通过了董事会审计委员会2017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。
14、通过了独立董事2017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。
15、通过了2017年度董事会工作报告
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。
公司独立董事的独立意见:
公司独立董事对上述4、6、7、8、12五项决议发表了独立意见,认为:该决议的形成符合《公司法》、公司《章程》等有关规定,没有损害中小股东的利益。
三、上网公告附件
公司第十届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
二〇一八年四月二十四日
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