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.
More information
Recently, it was learned from the competent department that the "ERP/MES full-process informatization" project of Jianfeng Pharmaceutical Company has been included in the list of key projects of "integration of industrialization and industrialization" in Jinhua City, and has now entered the publicity period. In order to speed up the in-depth integration of informatization and industrialization, according to the evaluation criteria in Jinhua City's "Several Opinions on Accelerating Informatization Construction" and "Jinhua City Informatization and Industrialization Integration Key Project Management Measures", 148 projects were included in 2017 Jinhua City's "Integration of Industrialization and Industrialization" key projects. The "ERP/MES Full Process Informatization" project of Jianfeng Pharmaceutical Co., Ltd. was finally included in the list after being recommended, material reviewed and expert reviewed by Jinhua Economic and Information Committee. The ERP-level subsystems of ERP/MES full-process informatization project include sales system, procurement system, MRP system, GMPQbD system, connecting UFIDA financial software and HR system. MES-level subsystems include industrial data acquisition and monitoring system, GAMP/MES system, eBPR (electronic batch production record system), cGMP quality assurance system, QC/eBTR(QC process and electronic batch inspection record system), LIMS system, etc. After the construction is completed, the visualization of drug production process and the collection and integration of industrial data will be realized. Realize the electronization of drug production process parameters, electronic batch production and inspection records; the realization of big data integration of industrial data and information will also be in line with the regulatory concept of GMP data integrity and quality traceability to the greatest extent. The establishment of a unified enterprise information platform will eliminate information islands and realize data one.
2020
07-31
The company's first-half profit record high
According to the 15th meeting of the ninth board of directors of the company on August 25, in the first half of 2017, the company achieved a net profit of 240.5357 million yuan, the highest level in half a year's history. In the first half of 2017, the company focused on the general work policy of "grasping trends, precise development, strengthening management, and improving efficiency", grasping the opportunities brought by economic structure optimization and industrial upgrading, strengthening lean production and management improvement internally, and actively exploring externally Develop new opportunities and continue to promote the "three reductions and three improvements" work. Through the joint efforts of all employees of the company, the best semi-annual performance in history has been achieved. As of the end of June 2017, the company's total assets were 4.226 billion yuan and net assets were 2.511 billion yuan; the company achieved total operating income of 1,305.9327 million yuan, an increase of 18.42 percent over the same period last year, and net profit attributable to owners of the parent company was 240.5357 million yuan, an increase of 132.11 percent over the same period last year. Earnings per share are 0.7 yuan. In the second half of the year, the company will continue to focus on the annual business plan, carry out in-depth work of "three reductions and three improvements", further do a good job in internal control, prevent business risks, and further do a good job in safety and environmental protection. we will further develop and improve the complementary relatively diversified main business structure and constantly enhance the company's core competitiveness. The 15th meeting of the 9th board of directors held on August 25 was presided over by Jiang Xiaomeng, chairman of the group company. Four proposals and reports including the 2017 semi annual report and the proposal on the change of the company's accounting policy were deliberated and passed. on the same day, the 12th meeting of the eighth board of supervisors was held,
2020
07-31
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
07-30
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
07-31
Spike Pharmaceuticals set out to explore a new sales model
Agency and Terminal Link Production and Chain Cooperation Spike Pharmaceuticals to Explore New Sales Models From August 16 to 21, the 2017 China Pharmaceutical Retail Industry Information Conference (hereinafter referred to as "Xipu Conference") with the theme of "Building a Blueprint-Market Awakening Focusing on Demand" was held in Boao, Hainan. Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, and relevant leaders of Spike Health, pharmaceutical sales company and Spike Pharma pharmacy were invited to attend the event, to create a new sales model "road". This year coincides with the 10th anniversary of the Western Conference. More than 1200 mainstream chain pharmacies, more than 800 brand pharmaceutical industries, more than 100 cross-border affiliated institutions, more than 130 top domestic and foreign capital institutions, more than 60 representatives of authoritative media, and authoritative experts in the industry, with nearly 4000 people gathered in Boao. The meeting combed the context of the pharmaceutical retail industry in the past ten years, discussed the development of the industry in the new decade, and built a new blueprint for the industry. During the meeting, Huang Jinlong led the peak participants to have in-depth exchanges with the organizers of the conference and industry experts on issues such as the impact of national policies such as the brand strategy of enterprises, the role of brand enterprises in the industry, medical reform, prescription outflow, etc. on the original sales mode of pharmaceutical enterprises. He also had extensive contact with pharmaceutical counterparts and terminal chains, listened to front-line sales experience, collected relevant information on terminal chains, and collected market trends of the top 100 chains. In the past ten years, the scale of drug retail sales in China has increased from 143 billion yuan to 337.7 billion yuan, and the chain rate has increased from 35.3 percent to 49.4 percent.
2020
07-31
General Manager Yu Jianhong to Yunnan Peak to Guide Work
On August 23, Yu Jianhong, general manager of the group company, went to Yunnan Jianfeng cement company for investigation and guidance, and put forward requirements for the key work in the last few months of this year. At the peak of Yunnan Province, Yu Jianhong went deep into the production site to learn more about the current production and operation situation, and convened the middle-level and above management backbones to have in-depth exchanges and discussions with everyone on the problems existing in work efficiency changes, personnel stability, current production and management after the implementation of post optimization and re-organization. Since the beginning of this year, Yunnan's peak production and sales volume, profits and various technological and technical indicators have been relatively ideal. The kiln output in April has also reached the best level since it was put into production. The development and maintenance of the market, the environmental management of the factory area, and the professional quality and mental state of cadres and workers have also been greatly improved. While fully affirming the above achievements, Yu Jianhong pointed out that as the homogenization of the cement market becomes more and more serious, the market changes faster and faster. If we can't recognize the situation and seize the opportunity, enterprises will face more and more problems. In this case, the management backbone should give full play to the role of the backbone, quickly change the management concept, and strive to improve the competitiveness of enterprises. In view of the focus of work in the last four months of this year, Yu Jianhong put forward the following requirements for Yunnan Jianfeng: break the inherent concept of post functions and responsibilities, set up posts and organizational structures around logistics, people flow and capital flow, and cultivate and forge a team that can fight well. To further implement the training of job skills and quality, managers should take the lead in strengthening their own learning and formulate annual, monthly and weekly training plans, through the combination of internal and external training, theory and practice.
2020
07-31