Jianfeng Group Lin2015 -002 (Announcement of Resolutions of the 9th Session of the Board of Directors of Jianfeng Group)
Release time:
2020-08-05
证券简称:尖峰集团 证券代码:600668 编号:临2015-002
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
九届二次董事会决议公告
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)2015年4月3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)2015年4月17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2014年度总经理业务报告
经审议,董事会一致通过了该报告,认为2014年公司经营班子的工作是卓有成效的,较好完成了各项经营任务,取得了良好的经营业绩;批准了报告中提出的子公司大冶尖峰水泥有限公司的生料粉磨系统节能改造等技改项目和2015年各项工作安排。
表决结果:同意9票、反对0票、弃权0票。
2、通过了2014年度财务决算报告
董事会审议并通过了该报告,本议案需提交股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
3、通过了2014年度利润分配议案
经天健会计师事务所审计,2014年度公司合并报表归属于母公司股东的净利润为283,020,568.26 元;母公司会计报表净利润215,030,619.45元。按母公司的本期净利润215,030,619.45元为基数,提取10%法定公积金21,503,061.95元,加年初未分配利润276,019,455.94 元,减去2013年度现金分红61,935,089.04 元,本年度可供分配利润为407,611,924.40 元。
公司2014年度拟进行现金分配,以2014年末股本344,083,828股为基数,每10股派发现金红利2.5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86,020,957 元(含税)。2014年度不进行公积金转增股本。
本议案需提交股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
4、通过了聘请公司2015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为公司2015年度财务及内部控制审计机构。本议案需提交股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
5、通过了2014年年度报告及其摘要
董事会审议并通过了该报告,本议案需提交股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
2014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
董事会一致通过了该议案,同意为控股子公司提供以下担保事宜。
(1)对控股子公司向金融机构借款提供担保,设定如下额度:
|
被担保单位 |
设定担保额度(万元) |
|
大冶尖峰水泥有限公司 |
10000 |
|
浙江尖峰药业有限公司 |
30000 |
|
金华市医药公司 |
15000 |
|
浙江尖峰国际贸易有限公司 |
5000 |
|
云南尖峰水泥有限公司 |
5000 |
|
合计 |
65000 |
(2)同意为浙江尖峰国际贸易有限公司提供担保函,为浙江尖峰国际贸易有限公司的客户在该公司存放的货物提供相应的担保。
在以上额度内的担保授权董事长分次执行。
本议案需提交股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
详见《对控股子公司提供担保的公告》(临2015-004)。
7、通过了与浙江凯恩特种材料股份有限公司互相担保的议案
董事会审议并通过了该议案,同意与浙江凯恩特种材料股份有限公司进行额度为5000万元、期限为一年的等额互保。
本议案需提交股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
详见《与浙江凯恩特种材料股份有限公司互相担保的公告》(临2015-005)。
8、通过了修改公司《章程》议案
董事会审议并通过了该议案,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《关于修订章程的公告》(临2015-006)。
9、通过了日常关联交易议案
董事会审议并通过了该议案。关联董事蒋晓萌先生、杜自弘先生回避了该项议案的表决。
表决结果:同意7票、反对0票、弃权0票。
公司独立董事事前对该事项进行了审议,认为本次关联交易是利用金华医药公司在浙江省内的现有销售网络向天士力营销集团采购药品后进行配送销售,扩大了金华医药公司的业务范围,进一步提升了本公司的市场影响力,增强了本公司的营销能力。该关联交易没有损害公司及股东的利益,同意将该议案提交给公司第九届董事会第2次会议审议。
详见《日常关联交易公告》(临2015-007)。
10、通过了聘任审计室主任的议案
董事会审议并通过了该议案,聘任刘丽素女士为本公司的审计室主任。简历附后
表决结果:同意9票、反对0票、弃权0票。
11、通过了2014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)。
12、通过了关于授权公司董事长利用闲置自有资金进行委托理财等投资的议案
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。
会议同意,在确保公司日常运营和资金安全的前提下,授权董事长决定在不超过人民币1亿元额度内进行委托贷款、委托理财、证券投资基金等投资业务。授权期限自公司本次董事会审议通过之日起3年内有效,每项委托理财等投资业务的期限均不得超过 12个月。在上述额度内,资金可以滚动使用。
详见《关于授权公司董事长利用闲置自有资金进行委托理财等投资的公告》(临2015-008)。
13、通过了关于召开2014年度股东大会的议案
董事会决定于2015年6月9日召开2014年度股东大会。
表决结果:同意9票、反对0票、弃权0票
详见《关于召开2014年度股东大会的通知》(临2014-009)。
14、通过了2014年度董事会工作报告
董事会审议并通过了该报告,本议案需提交股东大会审议。
表决结果:同意9票、反对0票、弃权0票。
15、通过了2014年独立董事述职报告
董事会审议并通过了该报告,将向股东大会报告。
表决结果:同意9票、反对0票、弃权0票
公司独立董事的独立意见:
公司独立董事对上述3、4、6、7、8、9、12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(如适用)
公司第九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
二〇一五年四月二十一日
刘丽素简历:女,1971年4月出生,大专,会计师职称。1991年12月参加工作,一直在本公司任职,先后在本公司下属浙江尖峰水泥有限公司三分厂财务科、浙江尖峰通信电缆有限公司财务部、浙江尖峰药业有限公司秋滨厂财务科、浙江尖峰药业有限公司销售部、浙江尖峰药业有限公司财务部从事财务工作。现任浙江尖峰药业有限公司秋滨厂财务科长。
More information
News from our newspaper The recently published national periodical "Building Materials Development Orientation" uses the corporate image photo of Yunnan Jianfeng Cement Company on the cover; the "13th China Yunnan Pu'er Tea International Expo and Fair" held on August 26-28 During the period, the local mainstream media "Pu'er Daily" also used a large amount of space to publicize the achievements of Yunnan Jianfeng in many aspects. Since it was put into production, the company has strengthened its image publicity through various channels, and the social influence of the company has been continuously improved. As a relatively late cement enterprise in southwest Yunnan, Yunnan Jianfeng has always attached great importance to the construction of corporate culture and image promotion. "Building Materials Development Orientation" magazine is sponsored by the China Building Materials Industry Economic Research Association and other units. It is the only comprehensive scientific and technological journal of building materials in the country. It takes technological innovation, management innovation, and market innovation as its purpose, and takes the national, orientation, and novelty as its goal. It has a relatively wide influence on the high-level managers and engineering and technical personnel of the building materials industry and enterprises. China Yunnan Pu'er Tea International Expo is an international exhibition co-sponsored by the Ministry of Agriculture and the People's Government of Yunnan Province. During this period, seizing the opportunity to promote enterprises is conducive to breaking through geographical limitations and gaining a wider impact. In the daily publicity work, Yunnan Jianfeng also cooperated with Pu'er TV station to broadcast the corporate image propaganda film in prime time after the news broadcast, and used self-media such as "Pu'er on the Cloud" to promote the spirit of Jianfeng enterprise. Every year during the Spring Festival, the company will expand its reputation through Xishuangbanna TV Station and Pu'er TV Station in the form of New Year greetings. With Yunling High-speed Media, Today's Biography
2020
07-30
The international business standard for apple extract, which was presided over by Tianjin Jianfeng Natural Products Company as the team leader, was finally revised a few days ago and officially released and implemented on July 1. Plant extracts are widely used in food, medicine and chemical industry, and are the main force in the export of traditional Chinese medicine products in China. In recent years, as the United States and other countries have become more and more stringent in the import supervision of plant extracts, my country's plant extract products have ended the rapid growth of exports for many years and entered a period of adjustment. The entire industry urgently needs to improve the quality level and establish and improve industry standards. Otherwise, in the international market generally improve the quality of food and drug regulatory standards of the environment, China's plant extract industry standards are not perfect, compatibility with international standards is not strong, resulting in exports are easily affected. Faced with the dual pressure of strengthening international supervision and weak exports, since 2012, the China Medical Insurance Chamber of Commerce has organized domestic outstanding plant extract companies to jointly develop the "International Business Standards for Plant Extracts. Since the first batch of international business standards for plant extracts were formulated and released in 2013, it has played a good role in promoting the development of the entire extract industry. The formulation and launch of plant extract standards conform to the trend of formulating competitive group standards proposed by the National Standards Committee, and fill the gaps in national standards and industry standards. It is not only conducive to plant extract companies to open up domestic and foreign markets, but also create a good The industry environment plays a huge role. At present, business standards have become one of the considerations for relevant international customers to measure product quality, and even become a reference for inspection and quarantine at some ports.
2020
07-31
The first payment of peak 2013 corporate bonds is completed.
On June 5, Jianfeng Group's payment of principal and interest of corporate bonds (Phase I) in 2013 was successfully completed. On June 5, 2013, with the approval of the China Securities Regulatory Commission, Jianfeng Group's 2013 corporate bonds (Phase I) were publicly issued with an issue amount of RMB 0.3 billion. The issue of corporate bonds is a 5-year fixed-rate bond with a coupon rate increase option and an investor resale option at the end of the third year, with a debt rating of AA + (up to AAA). The coupon rate of the bonds was determined by market bidding and was finally determined at 4.90 per cent, which was 1.55 percentage points lower than the benchmark interest rate of the five-year bank loan at the time, fully reflecting the capital market's affirmation of Jianfeng Group. After the issuance of Jianfeng Group's 2013 corporate bonds (the first phase), it was listed and traded on the Shanghai Stock Exchange on July 2 of that year. As some investors chose to sell back at the end of the third year, the company paid the resale on June 6, 2016, and the bond balance was reduced to 0.277 billion yuan. The total amount of principal and interest to be paid by the time the bonds mature is $0.29 billion (including tax). In order to do a good job in the repayment of principal and interest on the bonds, the group company issued an announcement on May 25 to register the relevant rights and interests, and entrusted the Shanghai branch of China Securities Regulatory Commission to pay and exchange interest on the bonds. On June 5, the maturity date of the bonds, the payment of principal and interest was successfully completed. Corporate bonds are securities issued by companies in the stock exchange market in accordance with legal procedures and agreed to repay the principal and interest within a certain period of time, and the issuance of corporate bonds is one of the main ways of direct financing.
2020
07-31
Natural products companies through Europe and the United States two organic certification
On April 30, Tianjin Jianfeng Natural Products Company's apple and ginseng series extract products obtained EU organic certification (EC) and US organic certification (NOP) certificates respectively. EU Organic Certification (EC) is the European inspection and certification body for organic products, with the qualification of identifying whether organic products meet the standards of Europe, Japan and the United States. The EC certificate mark is one of the most authoritative organic certification certificates in the world today. It is trusted by consumers and the organic industry. It has great credibility in the international market and is the guarantee for Chinese organic products to enter almost all organic markets in the world. American Organic Certification (NOP) is the most authoritative organic certification in the United States. Any manufacturer and distributor who intends to sell organic products in the United States market must pass the certification of American organic NOP, and the certification of NOP is signed by the American Bureau of Agriculture. Qualified, organic ingredient suppliers must also be certified by NOP. In the European and American markets, products with EC and NOP certification marks mean that they have the guarantee of high quality and high credibility. They are safe and assured organic products, and they are easier to gain the trust of consumers. Since its establishment, the natural products company has been facing the international market, and with the improvement of domestic and foreign consumers' demand and standards for organic products, it has continuously strengthened quality management, continuously introduced new organic products, and won the trust of consumers. Prior to this, natural products company's plant extracts, plant pigment products have entered the European and American markets, won the trust of many customers, the apple, ginseng two series of products obtained the European Union and the United States organic certification, to the peak of natural products.
2020
07-30
Natural products companies through Europe and the United States two organic certification
On April 30, Tianjin Jianfeng Natural Products Company's apple and ginseng series extract products obtained EU organic certification (EC) and US organic certification (NOP) certificates respectively. EU Organic Certification (EC) is the European inspection and certification body for organic products, with the qualification of identifying whether organic products meet the standards of Europe, Japan and the United States. The EC certificate mark is one of the most authoritative organic certification certificates in the world today. It is trusted by consumers and the organic industry. It has great credibility in the international market and is the guarantee for Chinese organic products to enter almost all organic markets in the world. American Organic Certification (NOP) is the most authoritative organic certification in the United States. Any manufacturer and distributor who intends to sell organic products in the United States market must pass the certification of American organic NOP, and the certification of NOP is signed by the American Bureau of Agriculture. Qualified, organic ingredient suppliers must also be certified by NOP. In the European and American markets, products with EC and NOP certification marks mean that they have the guarantee of high quality and high credibility. They are safe and assured organic products, and they are easier to gain the trust of consumers. Since its establishment, the natural products company has been facing the international market, and with the improvement of domestic and foreign consumers' demand and standards for organic products, it has continuously strengthened quality management, continuously introduced new organic products, and won the trust of consumers. Prior to this, natural products company's plant extracts, plant pigment products have entered the European and American markets, won the trust of many customers, the apple, ginseng two series of products obtained the European Union and the United States organic certification, to the peak of natural products.
2020
07-31
Natural products companies through Europe and the United States two organic certification
On April 30, Tianjin Jianfeng Natural Products Company's apple and ginseng series extract products obtained EU organic certification (EC) and US organic certification (NOP) certificates respectively. EU Organic Certification (EC) is the European inspection and certification body for organic products, with the qualification of identifying whether organic products meet the standards of Europe, Japan and the United States. The EC certificate mark is one of the most authoritative organic certification certificates in the world today. It is trusted by consumers and the organic industry. It has great credibility in the international market and is the guarantee for Chinese organic products to enter almost all organic markets in the world. American Organic Certification (NOP) is the most authoritative organic certification in the United States. Any manufacturer and distributor who intends to sell organic products in the United States market must pass the certification of American organic NOP, and the certification of NOP is signed by the American Bureau of Agriculture. Qualified, organic ingredient suppliers must also be certified by NOP. In the European and American markets, products with EC and NOP certification marks mean that they have the guarantee of high quality and high credibility. They are safe and assured organic products, and they are easier to gain the trust of consumers. Since its establishment, the natural products company has been facing the international market, and with the improvement of domestic and foreign consumers' demand and standards for organic products, it has continuously strengthened quality management, continuously introduced new organic products, and won the trust of consumers. Prior to this, natural products company's plant extracts, plant pigment products have entered the European and American markets, won the trust of many customers, the apple, ginseng two series of products obtained the European Union and the United States organic certification, to the peak of natural products.
2020
07-31