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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New Year Message Zhejiang Jianfeng Group Co., Ltd. Party Secretary, Chairman of Jianfeng Group All colleagues of Jianfeng Group: The law returns to the spring, and Vientiane is renewed. Unconsciously, the unforgettable Year of the Gengzi Rat has become a thing of the past, and the New Year of the Year of the Ox is coming to us in great strides. On behalf of the group company, I would like to express my sincere greetings to all the cadres and employees who have worked hard and dedicated for a year. The past year has been an extraordinary year. The sudden neo-coronary pneumonia epidemic has put the global economy and our country through an unprecedented and complex test. This year, we accurately studied and judged the epidemic situation, formulated and implemented various epidemic prevention and control measures as soon as possible, strengthened the publicity of epidemic prevention and control knowledge, organized and prepared epidemic prevention materials, strengthened the dynamic management of employees' health, and actively organized the resumption of work and production. Effectively curbed the adverse effects of the epidemic on production and operation; while doing a good job in internal epidemic prevention and control, it also donated money and materials to the government, charity, medical institutions, it has made a positive contribution to the joint force "war epidemic. During this period, no one in the whole group was infected, and the most severe period of the epidemic was safe and healthy. This year, we shouldered the extraordinary responsibility during the extraordinary period, made prudent and decisive scientific decisions, gathered the wisdom of all staff to overcome difficulties, and made obvious progress in market expansion, technological transformation, cost control, safety and environmental protection. This year, we paid close attention to the construction of the project. Guizhou Huangping Jianfeng Cement Project was successfully completed and put into production and reached the production standard. The internationalization project of Jianfeng Pharmaceutical, the technological transformation project of Anhui Xinbeika and the new warehouse project of Jianfeng International Trading Company are progressing in an orderly manner. New development projects are also being actively sought and discussed. This year, we strengthened the management and control of business risks, carried out in-depth optimization of institutions and positions, and vigorously promoted standardized and standardized management, and the operational efficiency of enterprises was significantly improved. This year, we innovated the forms of talent training, selection and introduction, optimized the salary system, worked hard to do a good job in corporate culture, and enhanced the cohesion and centripetal force of the enterprise. In this year, we have successively won a series of honors, such as "China's top 100 cement clinker production enterprises", "China's top 100 building materials enterprises", "excellent unit of corporate culture brand construction" in Zhejiang Province, "National May 4th Red Flag Youth League Committee", "China's top 500 enterprise credit", "top 100 pharmaceutical industry enterprises" and "top 50 creative enterprises" in Jinhua City, The corporate image and influence have been greatly improved. This year, we encountered many unprecedented difficulties and made more efforts than in previous years. The staff of pharmaceutical companies and large pharmacies are still organizing epidemic prevention materials on New Year's Eve. The backbone of Daye Peak drove "retrograde" thousands of miles back to their posts to organize epidemic prevention and maintenance. In order to put into production early and seize the market, the cadres and employees are engaged in equipment debugging regardless of day and night during equipment debugging and trial production... There are many flash moments, which are worth remembering forever. All the achievements of this year are the result of the hard work and sweat of the company's employees. They are the result of all the peak people expressing their responsibilities, creating achievements with hard work, hard work, wisdom and hard work. Here, on behalf of the group company, I would like to express my heartfelt thanks to all the cadres and employees of the peak and say to you: everyone is working hard! The new year brings new hope and new challenges. 2021 is the first year to implement the "14th Five-Year Plan" and start a new journey of building a modern socialist country in an all-round way. It is also the 100 anniversary of the founding of the Communist Party of China. At present, China is facing a great change not seen in a century, the world pattern is also undergoing great changes, the global epidemic of new crown pneumonia epidemic to accelerate the evolution of this great change. We should be soberly aware that all the existing glory on our report card has become the past, and the future of the peak will meet all kinds of known and unknown risks and challenges, and the grand blueprint of "creating a century-old peak" also requires every peak person to show greater drive, make more efforts, and show unyielding "bull strength" and conscientious "bull spirit", write a more beautiful chapter together. As the saying goes, a year's plan lies in spring. Spring represents the vitality, represents the hope, but also represents the future. At this peaceful and festive moment, let's wish all peak cadres and employees a happy New Year, good health, happy family and all the best!
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As the Spring Festival is approaching, Cai Yan, secretary of the Wucheng District CPC Committee of Jinhua City, visited Jianfeng on January 19 to express condolences to Jiang Xiaomeng, a top-notch talent in Jinhua City and chairman of the group company, and extended festive wishes and greetings to him. I would also like to express my gratitude to Jianfeng for his contribution to Jinhua's economic and social development. Jiang Xiaomeng and Cai Yan exchanged views on the future construction of the ecological corridor in central Zhejiang, the expansion and extension of the Jin Yi Kechuang corridor, and the development direction of biotechnology and medical device industry. They also introduced the new products of the peak pharmaceutical sector and invited her to visit the company's production line. At present, the domestic new coronary pneumonia epidemic has repeated, Jinhua is also strengthening prevention and control efforts, Cai Yan in particular for the peak in the early 2020 epidemic, Wucheng District epidemic prevention work is the most difficult, the most severe situation in a timely manner to lend a helping hand, donated forehead temperature guns, disinfectant, masks and other epidemic prevention materials, to medical institutions to donate money and materials to express gratitude. Cai Yan fully affirmed the business performance and development trend of Jianfeng Group in recent years, and highly praised Jianfeng people's pragmatic and innovative business attitude. She said that the pro-Qing political and business relations formed by Jianfeng Group and various units of the Wucheng District Government over the years have not come easily. She hopes that the two sides will further strengthen exchanges, and the government and enterprises will work together to create a good business environment. The Spring Festival is approaching. I wish Jianfeng will develop to a higher level in the new year, "just like your name", pursuing to rise to the top and constantly climb the peak. (Reporter Chen Shengmu)
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