Jianfeng Group Pro 2017-018 (Announcement of Resolution of 14th Session of 9th Board of Directors)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviations: Jianfeng Group No.: Pro 2017-018
Bond Abbreviations: 13 Peak 01 Bond Code: 122227
Bond Abbreviations: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Ninth Session 14 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 shall bear individual and joint liabilities for the authenticity, 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 company's Articles of Association.
(II) 2017# On July 26, 38, the company issued the notice of this board meeting by telephone, fax, e-mail and personal delivery.
(III) 2017# On August 2, 42, the board meeting was held by means of communication voting.
(IV) 9directors who should attend this board meeting and 9 directors who actually attended the meeting.
2. the deliberation of the board meeting1
, and passed the "Proposal on Related Party Transactions for Equity Reorganization in Shanya South"
. The board of directors deliberated and passed the proposal, agreeing to carry out equity restructuring of Hangzhou Shanya South Cement Co., Ltd. (hereinafter referred to as "Shanya South"). Mr. Jiang Xiaomeng, an affiliated director of
, avoided voting on the motion.Voting result: 8
votes in favor, 0 votes against and 0 abstentions.
For details, please refer to the Announcement on Related Party Transactions on the Equity Reorganization of Shanya South (P.2017 -019).
The independent directors of the Company considered the matter in advance and concluded that theconnected transaction was essentially intended to reduce the corporate hierarchy and improve operational efficiency. The relevant information on the related party transaction is complete. The price of the related party transaction is based on the book value of the long-term equity investment of Southern Peak in Shanya South as contained in the audit report of Tianzi International Certified Public Accountants (Tiangong Zi [2017]9406 ), which is qualified to practice securities. The transaction amount is calculated according to the proportion of shares of Southern Peak respectively held by Peak Cement and Jinhua South. The price of the transaction is fair and reasonable. After the completion of the transaction, the overall interest of the transferee will remain unchanged. The related party transactions above
did not harm the interests of the company and its shareholders, and agreed to submit the above proposal to the 14thth meeting of the ninth board of directors of the company for deliberation.
The Audit Committee of the Board of Directors issued an audit opinion on the matter: it is of the opinion that (1) the relevant information on the related transaction is complete and the management of the Company has conducted comprehensive communication with us. The price of the equity transaction is fair and reasonable, and the transaction follows the principle of openness and fairness. (2 ) The equity transfer of this connected transaction is essentially an equity restructuring implemented to reduce the corporate hierarchy and improve operational efficiency, with Peak Cement and Southern Peak, a subsidiary of Golden South China, transferring the equity held by them, and the transferee parties determining the amount of equity transfer based on the same valuation basis and in proportion to the equity of Southern Peak. After the completion of the reorganization, the overall interest of the transferee remains unchanged. (3) This connected transaction was conducted in strict accordance with relevant legal procedures, in compliance with relevant laws and regulations and the relevant provisions of the Articles of Association, and there was no harm to the interests of the Company or shareholders. The Committee agrees to this related transaction.
The independent directors of the Company expressed their independent opinion on the resolution and concluded that:(1) the price of the connected transaction was fair and reasonable and there was no harm to the interests of the Company and its shareholders. It is conducive to optimizing the equity structure of the company's long-term equity investment, reducing the shareholding level and improving the operational efficiency of the enterprise. (2) The amount of this related party transaction is 62,099,765 yuan, which does not exceed 5% of the absolute value of the company's latest audited net assets. It needs to be submitted to the company's board of directors for deliberation, and does not need to be submitted to the general meeting of shareholders for deliberation. The proposal was reviewed and approved at the 14th meeting of the ninth board of directors of the company. The related director Jiang Xiaomeng avoided voting. The review and voting procedures were legal and effective, and met the requirements of the "Articles of Association" and other laws, regulations and regulatory documents.
is hereby announcedZhejiang Jianfeng Group Co., Ltd.
Board of Directors
August 2, 2017
More information
The company's "three" cultivation through the stage of acceptance
Since November 2015 was included in the second batch of "three" cultivation pilot enterprises in Zhejiang Province, the company has carried out a series of related work in depth. On October 19, the implementation of the company's "three" cultivation project from January 2016 to September 2017 passed the phased acceptance organized by Jinhua Economic and Information Commission and Jinhua Finance Bureau. According to the requirements of the "three" cultivation pilot enterprise responsibility letter signed with Zhejiang Province, Jinhua City and Wucheng District, as of the end of September 2017, the company has invested 16.0772 million yuan in related projects, and has achieved remarkable results in improving management, improving automation and informatization level. For example, after the digital system of quality and cost control in the plant extraction workshop of Jianfeng Health Technology Company is put into use, the whole production process can be controlled and traceable, the product quality is more stable, the production safety is effectively guaranteed, the "three wastes" emission is greatly reduced, and the product cost is reduced by 20%. The electronic label system of the pharmaceutical company automatically addresses and accurately locates the drugs in and out of the warehouse, which reduces the error rate of the out and into the warehouse, and the location management can automatically display the information such as the location and quantity of the drugs, which improves the work efficiency of the warehouse logistics and effectively reduces the management cost. The pharmaceutical company's sales management information system integrates sales management, warehouse management, customer management, statistical analysis and other modules, realizes drug sales management and control functions according to the requirements of GMP and GSP specifications, and analyzes drug regions and sales volume through big data, which will judge drug consumption trends faster and more accurately and improve the accuracy of the company's drug sales decisions. Health
2020
07-31
The company's "three" cultivation through the stage of acceptance
Since November 2015 was included in the second batch of "three" cultivation pilot enterprises in Zhejiang Province, the company has carried out a series of related work in depth. On October 19, the implementation of the company's "three" cultivation project from January 2016 to September 2017 passed the phased acceptance organized by Jinhua Economic and Information Commission and Jinhua Finance Bureau. According to the requirements of the "three" cultivation pilot enterprise responsibility letter signed with Zhejiang Province, Jinhua City and Wucheng District, as of the end of September 2017, the company has invested 16.0772 million yuan in related projects, and has achieved remarkable results in improving management, improving automation and informatization level. For example, after the digital system of quality and cost control in the plant extraction workshop of Jianfeng Health Technology Company is put into use, the whole production process can be controlled and traceable, the product quality is more stable, the production safety is effectively guaranteed, the "three wastes" emission is greatly reduced, and the product cost is reduced by 20%. The electronic label system of the pharmaceutical company automatically addresses and accurately locates the drugs in and out of the warehouse, which reduces the error rate of the out and into the warehouse, and the location management can automatically display the information such as the location and quantity of the drugs, which improves the work efficiency of the warehouse logistics and effectively reduces the management cost. The pharmaceutical company's sales management information system integrates sales management, warehouse management, customer management, statistical analysis and other modules, realizes drug sales management and control functions according to the requirements of GMP and GSP specifications, and analyzes drug regions and sales volume through big data, which will judge drug consumption trends faster and more accurately and improve the accuracy of the company's drug sales decisions. Health
2020
07-30
Yunnan Jianfeng supplies cement directly to Wa State of Myanmar
Yunnan Jianfeng Cement Company not only consolidates the original domestic market, but also gives full play to the location advantages of the three counties (Lancang, Menglian and Ximeng) close to the border to continuously expand the foreign market. Recently, the marketing department took the initiative to step out of the country from the Mangxin port in Menglian County and successfully sold "Jianfeng" brand cement to the newly planned Jinhua Xiaozunhe Island Development Zone in the Wa State of Myanmar. With the rapid development of China's economy in recent years, Myanmar has also increased the development of the China-Myanmar border area year by year. In order to attract more Chinese tourists to spend in transit, the Wa State Government of Myanmar has planned the Jinhua Xiaozunhe Island Development Zone near China's Menglian Mangxin Port. After the development zone is completed, it will mainly focus on gambling, business hotels, and border trade. There is an estimated demand for about 80000 tons of cement. When Yunnan Jianfeng marketing personnel learned of the news, they went deep into the development zone many times to understand the situation and had extensive contact with customers. With the good reputation of Jianfeng Cement in southwest Yunnan in recent years, they successfully signed a supply contract with a commercial mixing station in the development zone. At present, Yunnan Jianfeng has directly supplied 1200 tons of cement through Mangxin Port, and is expected to win 80% of the cement supply business of the development project. The initiative of "Belt and Road Initiative" to open up the international channels of South Asia and Southeast Asia has brought new development opportunities to many enterprises. This time, Yunnan Jianfeng Marketing Department went abroad to seize the opportunity, breaking the previous practice that the company mainly relied on agents for cement export, and achieved a new breakthrough in directly connecting users, which not only increased revenue, but also further expanded the radiation scope of its own marketing network, so as to further expand the scope of going abroad in the future.
2020
07-31
The company's "three" cultivation through the stage of acceptance
Since November 2015 was included in the second batch of "three" cultivation pilot enterprises in Zhejiang Province, the company has carried out a series of related work in depth. On October 19, the implementation of the company's "three" cultivation project from January 2016 to September 2017 passed the phased acceptance organized by Jinhua Economic and Information Commission and Jinhua Finance Bureau. According to the requirements of the "three" cultivation pilot enterprise responsibility letter signed with Zhejiang Province, Jinhua City and Wucheng District, as of the end of September 2017, the company has invested 16.0772 million yuan in related projects, and has achieved remarkable results in improving management, improving automation and informatization level. For example, after the digital system of quality and cost control in the plant extraction workshop of Jianfeng Health Technology Company is put into use, the whole production process can be controlled and traceable, the product quality is more stable, the production safety is effectively guaranteed, the "three wastes" emission is greatly reduced, and the product cost is reduced by 20%. The electronic label system of the pharmaceutical company automatically addresses and accurately locates the drugs in and out of the warehouse, which reduces the error rate of the out and into the warehouse, and the location management can automatically display the information such as the location and quantity of the drugs, which improves the work efficiency of the warehouse logistics and effectively reduces the management cost. The pharmaceutical company's sales management information system integrates sales management, warehouse management, customer management, statistical analysis and other modules, realizes drug sales management and control functions according to the requirements of GMP and GSP specifications, and analyzes drug regions and sales volume through big data, which will judge drug consumption trends faster and more accurately and improve the accuracy of the company's drug sales decisions. Health
2020
07-31
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-31
Daye peak again won the national inspection big contrast "all-excellent award"
A few days ago, daye peak cement co., ltd won the "all-excellent award" in the 16th national cement quality index inspection comparison of "hongchao science and technology cup" organized by the national cement quality supervision and inspection center in 2017 ". The national cement quality index inspection is held every two years. It is the highest level competition in the cement industry. It aims to understand the current quality inspection level of China's cement industry through large-scale comparison, promote various cement inspection departments to improve the inspection quality, and provide accurate data for cement production and use. The results truly reflect the overall inspection level of national cement production enterprises and provincial building materials (cement) inspection stations, it represents the highest level of inspection technology in the cement industry. Over the years, Daye Peak has firmly established the concept of "quality is the life of an enterprise", always puts product quality control in the first place, and conducts daily inspections in strict accordance with the testing items and frequency specified by national standards. actively carry out inspection comparison with provincial and municipal cement quality inspection centers, improve the professional level of inspectors through skill training, and spot check the internal passwords of inspectors every month to strictly ensure the accuracy and reliability of data, to ensure that the quality of the factory cement to meet the market and customer demand, and further enhance the core competitiveness of enterprises. Since it was officially put into production in 2008, Daye Peak has participated in the national cement quality index inspection five times, and has achieved good results. Among them, it won the "All-Excellent Award" in 2009 and the "All-Qualified" in 2011, 2013 and 2015. Unit Award ". (Yang Huiping)
2020
07-31