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
The company requires each business segment to formulate medium-and long-term business plans.
According to our newspaper, "if an enterprise wants to develop in the long run, first of all, managers should have a long-term vision." On July 24, when general manager Yu Jianhong deployed the work for the second half of the year at the semi-annual meeting of the group company, he specifically asked all enterprises to formulate specific medium-and long-term business development plans for the next three to five years according to the industrial development trend and the group development strategy. Before making arrangements for the specific key work in the second half of the year, Yu Jianhong emphatically put forward the requirements for each business sector to formulate a business strategy plan for 2016-2018 according to the industry development trend and the group's development strategy. Yu Jianhong pointed out that the current group company's strategic decision-making and strategic development capabilities and efficiency still need to be improved. The publicity, understanding and implementation of the group's development strategy by various companies are not in place. The lack of medium and long-term business planning in each business sector restricts the business of the company. Development, cultivation of core products and profitability, construction of product brands, improvement of business scale and comprehensive strength. Last year, the group company asked the international trading company to formulate three-year work objectives and sign a three-year economic responsibility system with the company's management team. The actual effect shows that this has made the management team's management ideas clearer and more scientific and rational in terms of target setting, work arrangement and business development. For this reason, the group company put forward the requirements for the formulation of medium and long-term development plans for each business sector at this meeting. According to the industry characteristics of each business segment, market environment and other specific circumstances, the company makes requirements for the key content of the development plan of each business segment. For example, the pharmaceutical sector focuses on sales growth targets for key profitable products, product development and
2020
07-30
Condensing the heart and gathering wisdom to seek common development
Compared with the past, a new content has been added in the half year of this year-on the morning of July 24, according to the different industrial sectors of the company, the participating managers were divided into three groups: pharmaceutical industry, cement industry and other industries for special discussion. The theme of the discussion was clear in the meeting notice a week ago: under the current economic situation and industrial environment, how to maintain the improvement of corporate profitability and how to promote better and faster development of enterprises. Jiang Xiaomeng, chairman of the group, and Yu Jianhong, general manager of the group, made guiding speeches in three groups. After the group discussion, the group leaders made a summary report at the conference. Due to the clear theme of the discussion, the management personnel at the meeting were well prepared, and the sparks of ideas collided from time to time during the discussion. Due to the different industrial characteristics and market environment, the communication content of each group also has different emphasis. For example, the pharmaceutical group is most concerned about adjusting marketing strategies, handling the relationship between price and quantity, strengthening technological innovation to improve production efficiency and product quality, and subdividing professional fields to make characteristic markets, etc.; the cement group is more focused on reducing energy consumption, strengthening internal control and management optimization, improving operation efficiency, and extending to upstream and downstream industries; other industry groups have more urgent requirements for clear corporate positioning, strengthening business integration, innovating marketing models, and controlling business risks. But in the final analysis, no matter which aspect the speech focuses on, it finally falls on one point: business operations are facing huge crises and challenges, and they must undergo transformation and upgrading, seek rapid development, and highlight the siege of market competition. Some participants said that due to the correlation between the company's various industries
2020
07-31
The chairman assigned ten "homework questions" to the managers"
News from our newspaper On the afternoon of July 24, Chairman Jiang Xiaomeng put forward ten "homework questions" such as "clear development strategy and self-positioning" for managers at all levels in his concluding speech at the first half of the business analysis meeting ". Before "assigning homework", Jiang Xiaomeng first put forward three "thinking questions": what kind of company are we? What kind of management and what kind of talent team do we need? What kind of difficulties have our products and industries encountered? He pointed out that the peak is a historical, cross-industry, comprehensive joint-stock industrial company, is the product completely full competition, completely rely on their own business judgment, strategic decision-making to operate the company. Only under the framework of various laws and regulations, can we bring more wealth to employees by creating the largest living space and the best benefits. The characteristics of the enterprise, the characteristics of the industry, the historical evolution of the enterprise, and the competitive pattern of the products all directly affect the management mode of the peak. We need to absorb all kinds of talents and use their wisdom to continuously make the peak go on for a long time and achieve the dream of "100-year peak. At present, among the two main businesses of the company, the cement industry has encountered the first negative growth in 25 years, and the price has fallen to the lowest point in nearly 15 years; the increasingly strict management policies of the pharmaceutical industry have brought more challenges and tests to the enterprise. However, the crisis and opportunity always coexist, enterprises to survive and develop, it must keep pace with the times, constantly change. In view of the various changes in the internal status quo and external environment of the enterprise, Chairman Jiang Xiaomeng put forward ten requirements to the management personnel at all levels of the enterprise: the 1. should clarify the development strategy and the enterprise self
2020
07-31
Jiang Xiaomeng Yunnan Jianfeng Lectures on Party Lessons
In order to implement the requirements of the higher-level party committee secretary to give in-depth party lectures in enterprises, on July 4, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, gave a special lecture on "two studies and one doing" for party members at Yunnan Jianfeng Cement Company. In the lecture, Jiang Xiaomeng started from the background, overall requirements, learning and education content, and main measures of the "two studies and one doing" activities. He hoped that all party members and cadres would understand "awe, gratitude, humility, and decent", and put forward "What should the current enterprise do" and "How should the enterprise go in the future" and other issues. Jiang Xiaomeng analyzed the future development trend of cement and pharmaceutical industries in detail, emphasized the importance of seizing opportunities, and pointed out that with the homogenization of cement industry becoming more and more serious, if we want to take the road of differentiated brand development, the core of competition is to strengthen self management and maximize the cost, so as to improve the competitive advantage. As far as Yunnan Jianfeng is concerned, it is necessary to continuously improve the level of process technology management and increase the hourly output by increasing inspection efforts. Starting from strengthening the control of raw material procurement, the quality and price should be controlled. By strengthening sales management, vigorously develop direct agents, and strive to maximize the profit per ton; By strengthening equipment maintenance, reduce equipment accidents and further reduce the consumption of machine materials; Make good use of people, while constantly tapping talents and cultivating new people, we will gradually control the total number of workers and improve labor productivity. According to the current situation and the company's development strategy, what should the party members of the peak do? Jiang Xiaomeng asked all the party members and cadres of Yunnan peak to play a good vanguard and exemplary role and take the lead in learning new knowledge, new technology and new experience.
2020
07-31
Jiang Xiaomeng Yunnan Jianfeng Lectures on Party Lessons
In order to implement the requirements of the higher-level party committee secretary to give in-depth party lectures in enterprises, on July 4, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, gave a special lecture on "two studies and one doing" for party members at Yunnan Jianfeng Cement Company. In the lecture, Jiang Xiaomeng started from the background, overall requirements, learning and education content, and main measures of the "two studies and one doing" activities. He hoped that all party members and cadres would understand "awe, gratitude, humility, and decent", and put forward "What should the current enterprise do" and "How should the enterprise go in the future" and other issues. Jiang Xiaomeng analyzed the future development trend of cement and pharmaceutical industries in detail, emphasized the importance of seizing opportunities, and pointed out that with the homogenization of cement industry becoming more and more serious, if we want to take the road of differentiated brand development, the core of competition is to strengthen self management and maximize the cost, so as to improve the competitive advantage. As far as Yunnan Jianfeng is concerned, it is necessary to continuously improve the level of process technology management and increase the hourly output by increasing inspection efforts. Starting from strengthening the control of raw material procurement, the quality and price should be controlled. By strengthening sales management, vigorously develop direct agents, and strive to maximize the profit per ton; By strengthening equipment maintenance, reduce equipment accidents and further reduce the consumption of machine materials; Make good use of people, while constantly tapping talents and cultivating new people, we will gradually control the total number of workers and improve labor productivity. According to the current situation and the company's development strategy, what should the party members of the peak do? Jiang Xiaomeng asked all the party members and cadres of Yunnan peak to play a good vanguard and exemplary role and take the lead in learning new knowledge, new technology and new experience.
2020
07-31
Cum Military and Civilian Mayor Visits Jinxi Factory
On July 8, Jinhua Mayor and Military and Civilian, Deputy Mayor Sun Rongyan, Municipal Government Secretary-General Zhou Jianmin and other leaders went to Jinxi Development Zone to investigate and visit Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory. The picture shows the army and the people visiting the production workshop accompanied by Shen Quan, director of the Jinxi factory. (Contributor by Zhang Mingyin)
2020
07-31