Jianfeng Group Lin2017 -006 11th Session of the 9th Board of Directors Resolution Announcement
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviations: Jianfeng Group No.: Pro 2017-006
Bond Abbreviations: 13 Peak 01 Bond Code: 122227
Bond Abbreviations: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
11th 19th 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 company's Articles of Association.
(II) 2017# On April 1, 40, the company issued the notice of this board meeting by fax, e-mail and personal service.
(III) 2017# On April 15, 44, the board meeting was held by on-site voting in the conference room on the third floor of Jianfeng Building, Jinhua City, Zhejiang Province.(IV) 8
directors who should attend this board meeting, 8 directors who actually attended the meeting, and 8 valid votes for the meeting.(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
, Passed 2016Annual General Manager Business Report After deliberation, the Board unanimously approved the report.
Voting result: 8
votes in favor, 0 votes against and 0 abstentions.2
, passed the 2016annual financial report the board of directors considered and passed the report.
Voting result: 8
votes in favor, 0 votes against, 0 abstentions.This proposal needs to be submitted to the shareholders' meeting for deliberation
3
. The 2016profit distribution proposal has been passed. The net profit attributable to the shareholders of the parent company in the consolidated statement of the company in 2016
is 285,229,526.79 yuan. The net profit of the parent company's accounting statement is 204,361,006.72 yuan. Based on the parent company's net profit of 204,361,006.72 yuan for the current period, 10% of the statutory provident fund is 20,436,100.67 yuan, plus the undistributed profit of 448,349,749.42 yuan at the beginning of the year, minus the 2015 cash dividend of 61,935,089.04 yuan, and the distributable profit for this year is 570,339,566.43 yuan.Company plans to carry out cash distribution in 2016
, based on 344,083,828 shares at the end of 2016, with a cash dividend of 2.5 yuan (including tax) for every 10 shares, and a total cash dividend of 86,020,957.00 yuan (including tax) to all shareholders registered on the date of equity registration.No conversion of provident fund to share capital in 2016
.The plan will be submitted to the general meeting of shareholders for consideration.
voting result: 8
votes in favor, 0 votes against and 0 abstentions.109 and passed the proposal to hire the company's 2017
annual audit agency The board of directors reviewed and passed the proposal and agreed to hire
Tianjian Certified Public Accountantsas the company's 2017 annual financial and internal control audit agency. voting result: 8
votes in favor, 0 votes against and 0 abstentions.This proposal needs to be submitted to the general meeting of shareholders for deliberation.
5
and adopted the 2016annual report and its summary the board of directors considered and adopted the report.
voting result: 8
votes in favor, 0 votes against and 0 abstentions.This proposal needs to be submitted to the general meeting of shareholders for deliberation. The full text and summary of the 2016
Annual Report can be found on the website of the Shanghai Stock Exchange (www.sse.com.cn).6
and passed the proposal on providing guarantee to the holding subsidiarythe board of directors unanimously passed the proposal and agreed to provide the following guarantee for the holding subsidiary.
(1
) guarantees loans from financial institutions by the holding company, setting the following limits:| Set Guarantee Limit (RMB 10,000) | |
| 5000 | |
| 30000 | |
| 8000 | |
| 43000 |
The guarantee within the above amount is authorized to be executed by the chairman of the board of directors.
voting result: 8 votes in favor, 0 votes against and 0 abstentions.
This proposal shall be submitted to the general meeting of shareholders for deliberation. For details of
, please refer to the Announcement on Providing Guarantees to Holding Subsidiaries (P.2017 -008 ).
7 and passed the "Proposal on the New Warehouse (E-commerce Logistics Park) Project of Jianfeng International Trade"
Board of Directors deliberated and passed the proposal. It is agreed that the subsidiary Zhejiang Jianfeng International Trade Co., Ltd. will invest 7500 .33 million yuan to build the project.
voting result: 8 votes in favor, 0 votes against and 0 abstentions.
8 and passed the 2016
"Medium and Long-term Incentive Fund Withdrawal Plan"the board of directors deliberated and passed the proposal. According to the "Measures for the Administration of Medium-and Long-term Incentive", the
2016annual medium-and long-term incentive fund 10,560,320.97 yuan. voting result: 8 votes in favor, 0 votes against and 0 abstentions.
and passed the 2016
annual internal control evaluation report the board of directors reviewed and approved the report.
voting result: 8
votes in favor, 0 votes against and 0 abstentions.internal control evaluation report can be found on the website of Shanghai Stock Exchange (www.sse.com.cn
).10
and passed the proposal on adding directorsthe board of directors deliberated and passed the proposal. The board of directors of the company agreed to nominate Mr. Huang Sujian as a candidate for director of the company, whose term of office is the same as that of the current board of directors, and submit it to the general meeting of shareholders for election. The curriculum vitae is attached.
voting result: 8
votes in favor, 0 votes against and 0 abstentions.11
passed the proposal on convening the 2016annual general meeting of shareholders the board of directors decided to hold the 2016 general meeting of shareholders on may 19, 2017
at peak peak building, 88 Wujiang east road, Jinhua city, Zhejiang province.voting result: 8
votes in favor, 0 votes against and 0 abstentions. For details of, please refer to the Notice on Convening 2016
Annual Shareholders' Meeting (P.2017 -009).12
and passed the annual performance report of the audit committee of the board of directors 2016the board of directors reviewed and passed the report.
voting result: 8
votes in favor, 0 votes against and 0 abstentions.13
and passed the annual report of independent directors of 2016the board of directors reviewed and passed the report.
voting results: 8
votes, 0 votes against, 0 abstentionsindependent directors will report to the shareholders' meeting.
14
, passed the 2016annual board of directors work report voting results: 8
votes in favor, 0 votes against, 0 abstentions.The report will be submitted to the shareholders' meeting for consideration.
Independent opinions of independent directors of the company:
Independent directors of the company expressed independent opinions on the above-mentioned resolutions 3
, 4, 6, 8, and 10. The formation of the resolution complies with the "Company Law", the company's "Articles of Association" and other relevant regulations, and does not harm the interests of small and medium shareholders.Annex to the 3. Online Announcement
Opinions of the 9th Independent Directors of the Company on the above-mentioned related matters.
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of DirectorsApril 18, 2017
Attachment: Resume of Director Candidate
Mr. Huang Sujian, 1955# Born in November 377, Doctor of Economics, Researcher, from February 1988 to April 2016, he worked in the Institute of Industrial Economics of the Chinese Academy of Social Sciences. He was the deputy director of the Institute of Industrial Economics of the Chinese Academy of Social Sciences and a director of the company. He is currently a researcher at the Institute of Industrial Economics of the Chinese Academy of Social Sciences and the president of the China Enterprise Management Research Association. He is also an independent director of Inner Mongolia Yitai Coal Co., Ltd.
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Jiang Xiaomeng was selected as one of the top ten news figures in the building materials industry. "China Building Materials" magazine published an exclusive interview in August. The 8th issue of 2019 "China Building Materials" magazine published a few days ago. In the "Exclusive Perspective" column, it published an exclusive interview with Jiang Xiaomeng, the top ten news figures in the building materials industry in 2018, the party secretary and chairman of the group company. The selection of the top ten news figures in the national building materials industry initiated by "China Building Materials" magazine has established nearly a hundred shining figures in the industry since 1999, which has attracted widespread attention in the industry. The selection of the top ten news figures in the building materials industry in 2018 is described as follows: Jiang Xiaomeng is a scholar and practical outstanding entrepreneur. In 2018, with his strategic thinking of insight into the future, he united and led cadres and employees at all levels of Jianfeng Group to actively adapt to the new economic normal, focusing on deepening supply-side structural reforms, the "Belt and Road" initiative, and vigorously advocating corporate transformation and upgrading and high-quality development. Work, seize opportunities, reform and innovate, and achieve historic new achievements in the development of the peak 60 years. The group's overall economic efficiency and development quality have been significantly improved. In recent years, under the leadership of Jiang Xiaomeng, Jianfeng Group has seized the opportunity to join forces with central enterprises to participate in the establishment of Southern Cement, effectively integrate the cement market in Zhejiang Province, optimize the allocation of cement industry resources, and greatly improve social and economic benefits. It has a positive and far-reaching impact on the supply-side structural reform and healthy development of the cement industry in Zhejiang Province. At the same time, the long-term layout of the peak group, strategically predict the direction of national development.
2020
07-31
Jianfeng Group started from a small cement plant with an annual output of 30000 tons in 1958. Through horizontal alliance with township enterprises, the formation of enterprise groups and the implementation of joint-stock reform, Jianfeng Group took the lead in listing in China's cement industry in 1993 and explored diversified operation. In 2007, Jianfeng joined hands with the central enterprise China Building Materials to participate in the establishment of Southern Cement, which strategically shifted the focus of the cement industry, and at the same time through enterprise mergers and technological innovation, the pharmaceutical industry is growing rapidly ...... Such a long history, in the industry has a good reputation of enterprises, Zhejiang Province, the earliest existing listed companies, its head is Jiang Xiaomeng. Focus on Industry Jiang Xiaomeng has spent nearly 40 years in Jinhua Cement Factory, the predecessor of Jianfeng Group. As a witness and promoter of the development and growth of the peak, Jiang Xiaomeng said that the sustained and steady development of the peak group benefits from the long-term focus on industry, which is the value orientation of the peak and the responsibility of the enterprise. Whether there was only a single cement industry in the early stage or the diversified development after listing, all the investment projects of the peak have not left the industry. With the continuous emergence of new economic formats, many people once suggested that the peak should be transferred to the "fashionable" and rewarding industries such as the Internet, but they were all rejected. Jiang Xiaomeng explained that it is necessary to use professional people to do professional things. Peak's years of experience, talents, and resource accumulation are all in industry. Although the new format is good, it is not necessarily suitable for peak development. Take cement as an example, even in the case of peak pharmaceutical has occupied the group.
2020
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2020
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Jiang Xiaomeng was selected as one of the top ten news figures in the building materials industry. "China Building Materials" magazine published an exclusive interview in August. The 8th issue of 2019 "China Building Materials" magazine published a few days ago. In the "Exclusive Perspective" column, it published an exclusive interview with Jiang Xiaomeng, the top ten news figures in the building materials industry in 2018, the party secretary and chairman of the group company. The selection of the top ten news figures in the national building materials industry initiated by "China Building Materials" magazine has established nearly a hundred shining figures in the industry since 1999, which has attracted widespread attention in the industry. The selection of the top ten news figures in the building materials industry in 2018 is described as follows: Jiang Xiaomeng is a scholar and practical outstanding entrepreneur. In 2018, with his strategic thinking of insight into the future, he united and led cadres and employees at all levels of Jianfeng Group to actively adapt to the new economic normal, focusing on deepening supply-side structural reforms, the "Belt and Road" initiative, and vigorously advocating corporate transformation and upgrading and high-quality development. Work, seize opportunities, reform and innovate, and achieve historic new achievements in the development of the peak 60 years. The group's overall economic efficiency and development quality have been significantly improved. In recent years, under the leadership of Jiang Xiaomeng, Jianfeng Group has seized the opportunity to join forces with central enterprises to participate in the establishment of Southern Cement, effectively integrate the cement market in Zhejiang Province, optimize the allocation of cement industry resources, and greatly improve social and economic benefits. It has a positive and far-reaching impact on the supply-side structural reform and healthy development of the cement industry in Zhejiang Province. At the same time, the long-term layout of the peak group, strategically predict the direction of national development.
2020
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On August 29, the group company held the 11th meeting of the 10th board of directors of the company by means of communication, and deliberated and passed the semi annual report of Jianfeng group in 2019 and the amendment of internal control system of the company. In the first half of the year, the company focused on the general work policy of "innovation and reform, integration and improvement, scientific layout, and steady development", grasping the opportunities brought by economic structure optimization and industrial upgrading externally, continuously integrating resources internally, and improving the internal management system. Improve the efficiency of enterprise operation. In the first half of 2019, the company achieved total operating income of 1.686 billion billion yuan, an increase of 12.17 percent over the same period last year, and the net profit attributable to the owners of the parent company was 0.476 billion billion yuan, an increase of 57.55 percent over the same period last year. At the end of June 2019, the Company's total assets were $5.383 billion, up 9.82 from the beginning of the year, and its net assets were $3.817 billion, up 10.64 from the beginning of the year. In the first half of the year, the company made a new breakthrough in the expansion of cement business. The group company has completed the acquisition of 100 equity of Guizhou huangpinggu longmingchuan cement co., ltd. and continues to invest in the construction of its new dry cement production line with a daily output of 4500 tons of cement clinker (with waste heat power generation). Yunnan Jianfeng invested 5 million yuan to participate in the establishment of Yunnan Jianfeng Da Zhan Cement Co., Ltd., which plans to build a cement clinker production line in lameng county, Xishuangxian Dai autonomous prefecture by capacity replacement according to relevant national policies. The company's cement subsidiaries continue to carry out in-depth "three down three improve" activities, stable.
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