Pro 2013-010 (Announcement of Resolution of the 10th Board of Directors of Jianfeng Group's 8th Session)
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2013-010
浙江尖峰集团股份有限公司
八届十次董事会决议公告
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。
二〇一三年四月八日,浙江尖峰集团股份有限公司以传真、电子邮件及专人送达的方式发出了召开第八届董事会第十次会议的通知。二〇一三年四月十九日,会议如期在浙江金华尖峰大厦会议室召开。会议由蒋晓萌董事长主持,独立董事邓明然、刘家健因公事委托独立董事刘家健出席会议,其余八名董事亲自参加了会议;公司监事和高级管理人员列席了会议,符合《公司法》和《公司章程》的有关规定,所做决议合法有效。会议通过了如下决议:
一、通过了2012年度总经理业务报告
表决结果:同意9票、反对0票、弃权0票。
二、通过了2012年度财务决算报告
表决结果:同意9票、反对0票、弃权0票。
该报告将提交股东大会审议。
三、通过了2012年度利润分配预案
经天健会计师事务所审计,2012年度母公司净利润为149094694.63元,按母公司的本期净利润为基数,提取10%法定公积金14909469.46元。本年度可供分配的利润为134185225.17元,加年初未分配利润198340045.44元,减去2011年度现金分红41290059.36元,本年度可供分配利润为291235211.25 元。
公司2012年度拟进行现金分配,以2012年末股本344083828股为基数,每10股派发现金红利1.5元(含税)。2012年度不进行公积金转增股本。
表决结果:同意9票、反对0票、弃权0票。
该报告将提交股东大会审议。
四、通过了2012年年度报告及其摘要
表决结果:同意9票、反对0票、弃权0票。
该报告需提交股东大会审议。
五、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,同意以下各项对外担保事宜。
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 |
10000 |
|
金华市医药公司 |
10000 |
|
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 |
40000 |
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。
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《对控股子公司提供担保的公告》(临2013-012)。
六、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、期限为一年的互相担保。
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《与浙江凯恩特种材料股份有限公司互相担保的公告》(临2013-013)。
七、通过了聘请公司2013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2013年度财务及内部控制审计机构。
表决结果:同意9票、反对0票、弃权0票。
本预案需报股东大会审议。
八、通过了资产核销的议案
董事会审议并通过了该议案,同意核销以下已全额计提减值准备的资产:
(一)长期股权投资,核销金额共290万元。
1、金华黄大仙祖园有限公司,1998年本公司实际出资290万元(占18.13%),该公司长期经营不善且连年亏损,并已被吊销营业执照,无回收投资可能,董事会同意核销该项股权。因已于以前年度全额计提了坏账准备,故本次核销不会影响公司当期损益。
2、杭州尖峰电子有限公司,1998年本公司出资210万元(占70%),该公司长期经营不善且连年亏损,长期股权投资减记至零。后经股权转让,本公司持股比例降至12.5%。因该公司已被吊销营业执照,已无回收投资可能,董事会同意核销该项股权。本次核销不会影响当期损益。
(二)其他流动资产,核销金额共90万元。
铁皮枫斗项目投资,公司于1997年出资100万元投资于该项目,后于2005年收回投资10万元,投资余额为90万元。因经营不善,长期亏损,已于以前年度全额计提了坏账准备。该项目已不再经营,无法收回投资成本,董事会同意核销该项资产。因已于以前年度全额计提了坏账准备,故本次核销不会影响公司当期损益。
表决结果:同意9票、反对0票、弃权0票。
九、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。
详见《日常关联交易公告》(临2013-014)。
十、通过了内控制度手册
表决结果:同意9票、反对0票、弃权0票。
十一、通过了担保管理制度
表决结果:同意9票、反对0票、弃权0票。
十二、通过了对外投资管理制度
表决结果:同意9票、反对0票、弃权0票。
十三、通过了发展战略管理制度
表决结果:同意9票、反对0票、弃权0票。
十四、通过了关联交易管理制度
表决结果:同意9票、反对0票、弃权0票。
十五、通过了筹资管理制度
表决结果:同意9票、反对0票、弃权0票。
十六、通过了内部审计管理制度
表决结果:同意9票、反对0票、弃权0票。
十七、通过了社会责任管理制度
表决结果:同意9票、反对0票、弃权0票。
十八、通过了子公司管理制度
表决结果:同意9票、反对0票、弃权0票。
十九、通过了组织架构管理制度
表决结果:同意9票、反对0票、弃权0票。
二十、通过了财务报告管理制度
表决结果:同意9票、反对0票、弃权0票。
二十一、通过了2012年度内控自我评价报告
表决结果:同意9票、反对0票、弃权0票。
上述第十一至第二十一项的相关制度及报告详见上海证券交易所网站(http://www.sse.com.cn)。
二十二、通过了2012年度投资报告
董事会审议并通过了该报告。
1、同意继续建设前期经批准的云南尖峰水泥生产线及配套工程、尖峰药业金西项目(一期)项目。
云南尖峰水泥生产线及配套工程项目详见2010年11月27日《浙江尖峰集团股份有限公司对外投资公告》(临2010-011);2011年10月25日《浙江尖峰集团股份有限公司七届22次董事会决议暨召开2011年第二次股东大会的公告》(临2011-015)。
尖峰药业金西项目(一期)项目详见2011年4月12日(临2011-009)《浙江尖峰集团股份有限公司重大项目投资公告》。
2、大冶尖峰水泥有限公司的技改项目。
为了减少故障、节能环保、提高产量和质量、稳定生产线运转,同意实施大冶尖峰共十七项技改项目,共投入资金415万元。
表决结果:同意9票、反对0票、弃权0票。
二十三、通过了关于召开2012年度股东大会的议案
董事会决定于2013年5月31日在浙江省金华市婺江东路88号尖峰大厦召开2012年度股东大会。详见《关于召开2012年度股东大会的通知》(临2013-015)。
表决结果:同意9票、反对0票、弃权0票。
二十四、通过了2012年度董事会报告
表决结果:同意9票、反对0票、弃权0票。
该报告将提交股东大会审议。
特此公告
二〇一三年四月二十三日
浙江尖峰集团股份有限公司董事会
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