Pro 2014-007 (Announcement of Jianfeng Group on Amending the Articles of Association)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2014-007
Zhejiang Jianfeng Group Co., Ltd.
Announcement on Amending the Articles of Association
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 .
The 14th meeting of the 8th Board of Directors of the Company was held in the company conference room on , 2014 4 April 11 . The meeting deliberated and passed the amendment proposal of the company's articles of association. In order to improve the corporate governance structure, the relevant contents of the company's articles of association were revised as follows:
Original "Article 154 The company's profit distribution policy is:
(I) the company's profit distribution principle: the company should attach importance to reasonable returns to investors and adhere to the company's sustainable development. The profit distribution policy should maintain continuity and stability.
(II) the decision-making procedure and mechanism of the company's profit distribution: the board of directors shall draw up a profit distribution plan according to the company's operating conditions and submit it to the general meeting of shareholders for consideration and decision. When formulating and deliberating the profit distribution plan, the independent directors shall express their opinions, and the company shall communicate and communicate with shareholders, especially small and medium shareholders, through various channels (including but not limited to telephone, fax and email communication, etc.), and fully listen to the opinions and demands of small and medium shareholders.
Form of (III) profit distribution: The company may distribute profits in cash, stock, a combination of cash and stock, or other forms permitted by laws and regulations.
Specific conditions for (IV) cash dividends:
( 1 ) The company achieves annual profit and the undistributed profit is positive;
( 2 ) The audit institution issues a standard unqualified audit report on the company's annual financial report;
( 3 ) The company has no major investment plans or major cash expenditure plans, and the company's cash flow can meet the company's normal operation and sustainable development.
(V) the conditions for issuing stock dividends: when the company is in good business conditions, and the board of directors believes that the company's stock price does not match the size of the company's share capital, and the issuance of stock dividends is beneficial to the overall interests of all shareholders of the company, it can meet the above-mentioned cash dividends. Under the conditions, propose a stock dividend distribution plan.
(VI) the proportion of cash dividends: the company's cumulative distribution of profits in cash in the last three years is not less than 30% of the average annual distributable profits realized in the last three years.
Time interval for (VII) profit distribution: When the conditions specified in these Articles of Association are met, the Company may make an annual profit distribution, and the Board of Directors of the Company may also propose the Company to make an interim profit distribution based on the Company's profitability and cash flow. The Company does not distribute profits for periods other than annual and interim distributions except for special reasons (e. g., major asset restructuring, etc.).
(VIII) Other
(1) If a shareholder illegally occupies the company's funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds it occupies.
(2) The company's profit distribution shall not exceed the range of undistributed profits and shall not impair the company's ability to continue as a going concern.
(3) After the company's general meeting of shareholders has made a resolution on the profit distribution plan, the company's board of directors must complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders resolution .
(4) If the company's annual profit and undistributed profit is positive, and the company's board of directors has not made a cash dividend distribution plan, the independent directors shall express an independent opinion on this. The company shall disclose in its periodic reports the reasons for not paying dividends and the purpose for which the funds not used for dividends are retained in the company.
is now revised as:
"Article 154 The profit distribution policy of the company is:
The basic principle of profit distribution of the (I) company is:
. The company should attach importance to the reasonable return on investment to investors, while taking into account the long-term interests of the company and the sustainable development of the company. The profit distribution policy should maintain continuity and stability.
2. The distribution of the Company's profits shall not exceed the scope of the accumulated distributable profits and shall not impair the Company's ability to continue operations.
3. If there is a situation where shareholders illegally occupy the company's funds, the company may deduct the cash dividends distributed by shareholders to repay the funds they occupy.
Form of profit distribution of (II) companies:
companies may distribute profits by cash, stock, a combination of cash and stock, or other means permitted by laws and regulations.
cash dividends take precedence over other profit distributions such as stock dividends.
(III) the specific conditions and proportion of the company's cash dividends:
If the following conditions are met, the company shall distribute dividends in cash:
(1) The net profit realized in the company's consolidated statement and the parent company's statement in the current year is positive;(2) The accumulated undistributed profits in the company's consolidated statement and the parent company's statement at the end of the year are positive;(3) the company's monetary funds are sufficient to meet the cash dividend needs;(4) the audit institution issues a standard unqualified audit report on the current year's financial report;(5) the company has no significant capital expenditure arrangements.
The proportion of cash dividends: The company's cumulative distribution of profits in cash in the past three years is not less than the 30% of the annual average distributable profits realized in the last three years.
(IV) the time interval of the company's profit distribution:
Under the condition of meeting the above cash dividends, the company can make profit distribution at the end of each year or in the medium term.
(V) the specific conditions for the company to issue stock dividends:
When any of the following conditions are met, the company may issue stock dividends:(1) the company's undistributed profits are positive and the current distributable profits are positive;(2) According to the industry development trend, the company's production and operation situation, future investment planning and external financing environment, the company's growth, the dilution of net assets per share and other factors, the payment of stock dividends is beneficial to the overall interests of all shareholders of the company.
stock dividend distribution plan can be carried out at the same time as cash dividends.
(VI) the company's differentiated cash dividend policy:
The board of directors of the company shall comprehensively consider the characteristics of the industry, the stage of development, its own business model, the level of profitability, and whether there are major capital expenditure arrangements and other factors, And in accordance with the procedures stipulated in the company's articles of association, propose a differentiated cash dividend policy.
(VII) the company's profit distribution decision-making procedures and mechanisms :
1. the company's annual profit distribution plan is proposed and formulated by the board of directors in combination with the provisions of the company's articles of association, profitability, capital supply and demand. When the Board of Directors considers the specific plan for cash dividends, it shall carefully study and demonstrate the timing, conditions and minimum proportion of the Company's cash dividends, the conditions for adjustment and the requirements of the decision-making process, and the independent directors shall review the profit distribution plan and express their independent and clear opinions, which shall be submitted to the shareholders' general meeting for consideration after approval by the Board of Directors.
Independent directors can solicit the opinions of small and medium shareholders, put forward dividend proposals, and directly submit them to the board of directors for consideration.
# Before the 158 shareholders meeting deliberates on the specific cash dividend plan, it should actively communicate and communicate with shareholders, especially small and medium shareholders, through multiple channels (including but not limited to telephone, fax and email communication or inviting small and medium shareholders to participate In the meeting, etc.), fully listen to the opinions and demands of small and medium shareholders, and promptly answer the concerns of small and medium shareholders.
2. When the company does not pay cash dividends due to special circumstances, it shall disclose in the announcement of the resolution of the board of directors and the annual report the reasons why the cash dividends are not paid or the cash distribution is lower than the prescribed proportion, as well as the exact use of the company's retained earnings, which shall be submitted to the general meeting of shareholders for deliberation after the independent directors have expressed their opinions.
3. If the company is unable to determine the profit distribution plan for the current year in accordance with the established cash dividend policy or the minimum cash dividend ratio due to special circumstances, the specific reasons and the clear opinions of independent directors shall be disclosed in the annual report. The profit distribution plan of the company for the current year shall be approved by more than 2/3 of the voting rights held by the shareholders present at the general meeting of shareholders.
Implementation of the profit distribution plan of the (VIII) company:
After the shareholders' meeting of the company makes a resolution on the profit distribution plan, the board of directors shall complete the distribution of dividends (or shares) within two months after the shareholders' meeting is held.
(IX) the adjustment or change of the company's profit distribution policy:
The company shall strictly implement the profit distribution policy determined in this Articles of Association, and the company shall maintain the continuity and stability of the profit distribution policy. If it is necessary to adjust or change the profit distribution policy determined in the articles of association according to the needs of its own production and operation, investment planning and long-term development, changes in the external business environment, and the regulatory requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the relevant motions shall be fully demonstrated by the board of directors of the company, and the opinions of independent directors, supervisors and minority shareholders shall be listened to, and submitted to the general meeting of shareholders for approval, the independent directors express their independent opinions on this, and the proposal shall be approved by more than 2/3 of the voting rights held by the shareholders attending the general meeting.
Disclosure of (X) Profit Distribution:
The company shall disclose in detail the implementation of the profit distribution policy in the annual report, stating whether it meets the provisions of the articles of association or the requirements of the resolutions of the shareholders' meeting; Whether the cash dividend standard and proportion are clear and clear; Whether the relevant decision-making procedures and mechanisms are complete; Whether independent directors have performed their duties and played their due roles; whether small and medium-sized shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of small and medium-sized shareholders are fully protected. If it involves the adjustment or change of profit distribution policy, it is also necessary to specify whether the conditions and procedures for the adjustment or change are compliant and transparent."
or more amendments to the articles of association of the company still need to be submitted to the general meeting of shareholders of the company for deliberation.
hereby announce
Zhejiang Jianfeng Group Co., Ltd.
Board of Directors
April 15, 2014
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