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
On December 30, the group company held a special study meeting. Members of the group's party committee and management team concentrated on learning the spirit of the central economic work conference and the Zhejiang provincial party committee economic work conference. From December 16 to 18, the annual Central Economic Work Conference was held in Beijing, which made it clear that in 2021, "we should continue to implement a proactive fiscal policy and a prudent monetary policy, maintain the necessary support for economic recovery, be more accurate and effective in policy operation, do not make sharp turns, and grasp the effectiveness of the policy. It is necessary to make good use of the precious time window, concentrate on promoting reform and innovation, and take high-quality development as the general tone of the 14th five-year Plan. It is proposed to strengthen the national strategic scientific and technological strength, enhance the independent and controllable ability of the industrial chain supply chain, adhere to the strategic basis of expanding domestic demand, and comprehensively promote reform and opening up. On the 25th, the Zhejiang Provincial Party Committee Economic Work Conference was held in Hangzhou to make specific arrangements for the economic development of Zhejiang Province in 2021. At the study meeting, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, together with the leaders attending the meeting, analyzed and studied the key issues raised at the economic work conference of the central and Zhejiang provincial party committees one by one. In his study and discussion, Jiang Xiaomeng stressed that the current neo-coronary pneumonia epidemic is still spreading around the world, the world economy is in a deep recession, the risk of strong stimulus policies in developed countries has spilled over, the global industrial chain supply chain cycle has been blocked, and international trade and investment have shrunk; major strategic achievements have been made in the prevention and control of the domestic epidemic, and the economy has recovered steadily, but there is still greater uncertainty of instability. China has turned to the stage of high-quality development, the economy has been improving for a long time, the development resilience is strong, and the overall social situation is stable. At the same time, the problem of unbalanced and inadequate development in China is still prominent, the reform task of key links in key areas is still arduous, and the innovation ability is not suitable; at present and in the future, China's development is still in an important period of strategic opportunities, but there are new development and changes in opportunities and challenges, we are accelerating the construction of a new development pattern with the domestic cycle as the main body and the domestic and international double cycle promoting each other. The economic work conference of the Central Committee and the Zhejiang provincial Party committee has set the tone and pointed the way for the future development of enterprises. Party organizations at all levels and enterprise management teams should seriously organize and study, deeply understand the spirit of the conference, correctly understand and judge the future policy direction and industry trend, scientifically plan the work of the new year in combination with the actual work of the enterprise, and promote the better development of the enterprise. (this newspaper reporter)
2021
01-04
A few days ago, Tianjin Jianfeng Flanders Company successfully passed the national high-tech enterprise re-identification review work, and once again joined the ranks of high-tech enterprises after the transformation of the enterprise. The original development orientation of Flanders is pharmaceutical excipients, which belongs to the biomedical industry supported by the state. Its products are mainly aimed at major pharmaceutical factories, with clear product standards and strong technical pertinence, so it has been recognized as a national high-tech enterprise for a long time. Starting from 2019, Flanders has embarked on an industrial transformation in the direction of healthy functional foods. The food industry has a variety of products and serves a wide range of people. Enterprises need to come up with products with unique value in order to be accepted and recognized by the market. The difficulty of identifying high-tech enterprises has also increased accordingly. In order to do a good job in the application evaluation of high-tech enterprises, Flanders, in addition to further combing the achievements of previous technological innovation, has also adjusted and established a high-level R & D team on the basis of establishing postdoctoral workstations in cooperation with Shenyang Pharmaceutical University and Tianjin University of traditional Chinese Medicine, and strengthened technological innovation and intellectual property protection in the direction of new industries. For more than a year, Flanders has successfully transformed, produced and put on the market a number of small molecule functional foods and special dietary products such as Huizhi Gold Drink. In order to further accelerate the pace of development in the health food industry, Flanders has successively joined the Tianjin Health Association, Tianjin Food Safety Association and other food industry organizations; and with the strong support of the Tianjin Association for Science and Technology, it began to prepare for the establishment of the Tianjin Medical and Health Society Health Industry Professional Committee. National high-tech enterprises identified once every three years. The person in charge of Flanders said that the company is currently in a critical period of development and transformation. The identification of high-tech enterprises is not only the recognition of the work of Flanders in the past two years by the competent authorities and the industry, but also will provide assistance to the future development of the company. In the future, Flanders will further increase its scientific research efforts, continue to develop and create new products with high-tech content, and make more contributions to public health. (Liu Hairong)
2020
12-22
On the afternoon of December 2, Sang Weiliang, secretary of the Qiandongnan Prefecture Party Committee of Guizhou Province, Wu Ming, deputy director of the Standing Committee of the State People's Congress, Long Zaichong, deputy secretary-general of the State Party Committee, and the main party and government leaders of Huangping County visited Huangping Jianfeng Cement Co., Ltd. to investigate and investigate, and preach the spirit of the Fifth Plenary Session of the 19th Central Committee of the Party. After visiting and understanding the company's production process, Sang Weiliang said happily: "I am very satisfied with the construction of a modern, clean and standardized cement production line in such a short period of time!" At the peak of Huang Ping, Sang Weiliang conveyed and preached the main contents of the spirit of the Fifth Plenary session of the 19th CPC Central Committee. He pointed out that governments at all levels in Qiandongnan Prefecture should thoroughly study and implement the spirit of the Fifth Plenary session of the 19th CPC Central Committee, earnestly implement the decisions and arrangements of the plenary session, focus on the main line of high-quality development, firmly grasp industrial projects, pay close attention to industrial economy, fully promote high-quality economic and social development, and strive to start a new journey of socialist modernization. We should persist in promoting the "four wheels" of new industrialization, we should pay close attention to the industrial economy, accelerate the transformation and upgrading of industrial industries, improve quality and efficiency, and strive to promote high-quality development and achieve stability and long-term development. During the investigation, Hu Hongwei, general manager of Huang Ping Jianfeng, introduced the basic situation of Jianfeng Group and Huang Ping Jianfeng to the state and county leaders, and focused on the equipment and process advantages of the production line, production process, production process, product quality control indicators, as well as various consumption indicators and emission indicators at the leading level in China. He also reported some problems and difficulties encountered after the formal operation of the enterprise. In view of the deficiencies in road traffic construction in Huangping County, Sang Weiliang asked the transportation department to strengthen communication, report and docking, strive for relevant support, do a solid job in the "14th Five-Year Plan" transportation development plan, further improve the road network connection and improve the transportation system, and provide strong support for the development of advantageous enterprises in Huangping Jianfeng and other regions. Sang Weiliang and his party also conducted in-depth research in the production workshop, checked the operation of the production line, and talked with the line staff. At the end of the investigation, he highly affirmed the construction and production work of Huang Ping Jianfeng for more than a year. The development of enterprises must take the road of sustainable development. It is necessary to ensure product quality and take into account the local ecology in order to develop in a long-term and sustainable manner. Sang Weiliang hopes that the Huangping County Government will do its best to ensure service, firmly establish a sense of service, and actively serve the enterprise. Serve, sincerely solve practical difficulties for the enterprise, create a good business environment, and help the enterprise achieve better development; also hope that Huang Ping Jianfeng will continue to play a pioneering role, jointly promote the high-quality economic and social development of Huangping County. (Pan Yi)
2020
12-22
Beirunning won the "13th Five-Year Chinese Medical Science and Technology Iconic Achievement" Award
From December 8 to 11, under the guidance of China Pharmacists Association, China over the counter drug Association and China Medical Education Association, the "2020 national pharmaceutical economic information conference and rice room annual meeting" sponsored by punctuation information (Group) was held in Guangzhou. During the event, the authoritative professional media of Chinese medicine, "Pharmaceutical Economics", released the list of "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" and awarded the honorary certificate. The peak pharmaceutical product Berunning (Olopatadine Hydrochloride Eye Drops) is among them. Great changes have taken place in China's pharmaceutical industry during the 13th Five-Year Plan period. Drug review reform, consistency evaluation, volume procurement and other heavy policies in-depth promotion, driving the pharmaceutical industry innovation and upgrading. Chinese pharmaceutical leading enterprises take advantage of the trend, devote themselves to the development of new drugs, actively promote international registration, expand the international market, carry out international mergers and acquisitions, in the world life science stage blooming Chinese style. Lin Jianning, director of the Southern Institute of Pharmaceutical Economics of the State Drug Administration, combed the current operation of the pharmaceutical economy in detail and led the delegates to think deeply about the new changes in the pharmaceutical market in 2021. The industry authoritative media "Pharmaceutical Economic News" sponsored by the Southern Institute of Pharmaceutical Economics released the "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" list during the event. The selection of this award aims to explore the scientific and technological achievements of China's pharmaceutical industry during the 13th five-year Plan period from the dimensions of scientific and technological innovation, clinical efficacy, market share and industry influence, so as to help transform pharmaceutical scientific and technological achievements. to help China move from a big pharmaceutical country to a pharmaceutical power. Pinnacle Pharmaceuticals' product, Berunning, is on the list. Berunning is the first eye drops to pass the consistency evaluation in China, and by virtue of its antagonistic histamine H1-receptor, stable mast cell two-way anti-allergy unique efficacy has been widely concerned. Beirunning in the treatment of children with allergic conjunctivitis has good effect, fast curative effect, will not cause significant mast cell degranulation, so the use of more safe, and almost no adverse reactions to the eye tissue, is the current treatment of allergic conjunctivitis an ideal drug. Since its launch in 2019, Berunning has received unanimous recognition and praise from domestic ophthalmologists. (Xu Yuting)
2020
12-22
On December 15, Xing Zhihong, deputy secretary of the Jinhua Municipal CPC Committee and acting mayor, accompanied by Cai Yan, secretary of the Wucheng District CPC Committee, Huang Guojun, and other leaders, visited the company for research, discussed and exchanged views with the company's management team, and put forward hope for the future development of Jianfeng as a leading enterprise in Jinhua City. Jiang Xiaomeng, chairman of the group company, introduced to Xing Zhihong and his party the development strategy, industrial layout, business performance in recent years, scientific and technological innovation, management innovation, as well as the work in charity, poverty alleviation and so on, which was fully affirmed by Xing Zhihong. Xing Zhihong said in the exchange that the peak is Jinhua's landmark enterprise and Jinhua's pride. It is not easy to stick to the industry for many years. Peak has a clear strategic direction and policy, and its good business performance in recent years has fully proved the courage and foresight of the management team. In view of the current situation that the pattern of economic competition at home and abroad is undergoing tremendous changes and the country's increasing requirements for environmental and ecological development, Xing Zhihong hopes that in the future work, Jianfeng will unswervingly follow the path of innovation and development, further increase investment in innovation and research and development, and further promote Green environmental protection production sets an example for Jinhua enterprises. He also hopes that the peak can "lay out the golden industry in the golden area", not only the enterprise itself through technological innovation to achieve high-quality development, but also further lead the upstream and downstream industries, attract potential and competitive enterprises to invest in Jinhua, forming a cluster effect. The municipal party committee and municipal government will also actively study and introduce better support policies to further optimize the business environment, so that enterprises can do a good job in production and operation without distractions, so that Jinhua can form a better industrial ecology. (this newspaper reporter)
2020
12-22
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