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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

More information

Teachers and Students of Zhejiang Gongshang University Visit Peak Health

News from our newspaper On the morning of June 9, a group of 18 teachers and students from Zhejiang Gongshang University came to Jianfeng Health for a visit and discussion, and conducted research on the establishment of Zhejiang Gongshang University Food Industrialization Research Institute in Jinhua. The leader of this visit is Professor Song Guanglei from the School of Food and Biological Engineering, Zhejiang Gongshang University. The teachers and students are mainly from the School of Food and Engineering, specializing in food science, food safety, biochemical and biotechnology, focusing on extraction and separation, functional activity and The research of functional food, in addition to the professor of the Department of E-commerce of the School of Management Engineering and E-commerce. Chen Daiyou, general manager of Jianfeng Health, Li Wende, deputy general manager, and relevant personnel from R & D, quality management, administrative personnel and other departments attended the forum. Li Wende introduced the basic situation, technical production level, scientific and technological research and development characteristics of Jianfeng Health Company in the form of PPT, as well as the relevant policies of Jinhua Municipal Government on talent introduction. Chen Daiyou focused on the development vision of Jianfeng Health Technology and the construction of scientific and technological talents, and welcomed graduate students from the Industrial and Commercial University to join the team of Jianfeng Health after graduation. Professor Song Guanglei fully affirmed the software and hardware facilities and humanistic management of Jianfeng Health Company. He said that most of the teachers and students who came to visit this time were professional in line with the industry of Jianfeng Health Company. The two sides could carry out in-depth cooperation in product development, technology upgrading and talent reserve. Fourteen graduate students also introduced their respective situations and study and research directions. After the symposium, the teachers and students visited the health company's testing center, R & D laboratory and plant extraction workshop with great interest.

2020

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Trial operation of large pharmacy micro-mall

The construction of the micro-mall of Jianfeng Pharmacy is basically ready at present. On June 17, Shuangxi and Donglai chain stores took the lead in the trial operation of the micro-mall. At present, online consumption through computers and mobile phones has become a way of life in China. In particular, various software represented by WeChat covers more than 90% of smart phones, and has many functions such as information exchange and online payment. It is a new type of shopping system based on WeChat platform, using mobile Internet technology to realize the integration of online and offline marketing. At present, there are more than 1000 kinds of commodities on the shelves of the micro-mall of Jianfeng pharmacy, mainly OTC commodities of over-the-counter drugs, which are basically synchronized with pharmacies. Customers only need to pay attention to the public number of Jianfeng Pharmacy and enter the micro-mall to collect coupons through the "online drug purchase" on the public number page. They can find the required drugs on the mobile phone to purchase and pay for them. The delivery method can be delivered to the door or the store can pick them up by itself. The purchase of drugs through the micro-mall is not only convenient and fast, but also can reduce the phenomenon of queuing in the store. According to reports, the opening of the micro mall by the big pharmacy is to expand the new service model and provide more and better extended services to the masses. Prior to this, the WeChat public number of the large pharmacy has already made a useful attempt to push health information, and the operation of the micro-mall will further provide users with new channels for seeking medical advice. While further improving the micro-mall system, the large pharmacy will add "online pharmacists" and other service items to provide users with real-time consulting services such as medication guidance, drug purchase recommendation, health care knowledge and so on in the form of voice or text. (Tang Wenshu)

2020

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Spike Health gets patent grants

Recently, Jianfeng Health Technology Company's invention patent "a low-temperature and low-pressure freeze-drying method for notoginseng chewable tablets" won a patent subsidy from Jinhua Science and Technology Bureau in 2017. In order to encourage invention and creation, promote independent innovation, promote the development of patented technology and products, and speed up the transformation of patent achievements, Jinhua Science and Technology Bureau gives invention patent subsidies to enterprises within its jurisdiction every year. Patent subsidies are declared once a year. After authorization, each domestic invention patent can receive a subsidy of 40000 yuan, including 20000 yuan in Jinhua City and 20000 yuan in the district. The invention patent of spike health "a low-temperature and low-pressure freeze-drying method of notoginseng chewable tablets" obtains notoginseng chewable tablets by washing, slicing and other pretreatment of fresh notoginseng main roots, then placing them in a vacuum dryer for vacuum freeze-drying. As the top high and new technology in the field of dehydration products, the whole freeze-drying process is carried out at low temperature, which avoids the quality deterioration reactions such as oxidation of active ingredients, destruction of volatile oil and other heat-sensitive substances in the traditional drying process. It can maximize the retention of various nutrients and active substances of medicinal materials and perfectly reproduce its initial type, color and taste, it has the characteristics of light weight, fast rehydration, convenient consumption and long storage period. The actual effect, appearance and color are basically the same as those of fresh Panax notoginseng. The effective ingredients are about 50% higher than those of products processed by traditional processes such as drying and drying. It is understood that the 2017 Jinhua patent subsidy of 20000 yuan obtained by Jianfeng Health is currently in place, and the application of patent subsidy in Wucheng District is in progress. (Xu Feng)

2020

07-31

Spike Health gets patent grants

2020

07-30

Spike Health gets patent grants

2020

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Group Party Committee Signed Annual Responsibility Letter Secretary Jiang Xiaomeng Put forward Five Requirements

On May 27, the Party Committee of the Group Company held a branch secretary meeting to comprehensively review and summarize the Party building work of the Company in 2016 and sign the responsibility book for the management of Party building work objectives in 2017. At the meeting, Qin xuping, member of the party Committee of the group company and director of the party-mass work department, made a comprehensive summary of the company's party building work in 2016, put forward the 2017 work plan, and conveyed the "key points of party building work in the city's two new organizations in 2017" issued by the two new working committees of Jinhua municipal party Committee, and the spirit of the speech made by the relevant leaders of the municipal party Committee at the recent meeting of the city's two new working committee, this paper explains the "ten questions" of the two new grass-roots party organizations, the "ten questions" of Party members and some problems that need attention in the process of Party member development. Members of the party committee of the group company, secretaries of grass-roots party committees and branch secretaries expressed their views and conducted extensive exchanges on such topics as how to deepen the "two learning and one doing", further play the role of party organizations in the process of enterprise operation and management, and how to do a good job in organizational construction in 2017. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, on behalf of the party committee of the group, signed the 2017 party building work target management responsibility letter with the heads of the party organizations of various professional companies and directly affiliated enterprises. In his speech at the meeting, Jiang Xiaomeng said that the Politburo meeting of the CPC Central Committee held on the 26th reviewed and approved the "Decision on Amending the Regulations on the Inspection Work of the Communist Party of China" and other reports, which is a major measure to further implement the provisions of the party constitution and strengthen internal party supervision. Specific to the internal party building work of the enterprise, all cadres and party members should earnestly study relevant policies and documents, and earnestly understand the spirit of the central government

2020

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