Pro 2012-015 (Jianfeng Group's Announcement on the Resolution of the 6th Session of the 8th Board of Directors)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2012-015
Zhejiang Jianfeng Group Co., Ltd.
Sixth Board Resolution Announcement
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 .
On August 24, 2012, Zhejiang Jianfeng Group Co., Ltd. held the 6th meeting of the eighth board of directors by means of correspondence. The company currently has nine directors. The nine directors who participated in the voting complied with the relevant provisions of the "Company Law" and the company's "Articles of Association". The resolutions made were legal and valid. The following resolutions were passed by vote:
1. 2012 Semi-Annual Report
The full text of the company's 2012 semi-annual report was published on the Shanghai Stock Exchange website: http://www.sse.com.cn on the same day, and the summary of the semi-annual report was published in Shanghai Securities News and China Securities Journal "And on the website of Shanghai Stock Exchange.
Voting result: 9 votes in favor, 0 votes against, 0 abstentions.
2. Proposal on Amending the Company's Articles of Association
In order to improve the decision-making procedures and mechanisms for the company's profit distribution matters, form a scientific, continuous and stable dividend policy, and actively return investors, according to the Company Law, Securities Law and other relevant laws and regulations, in accordance with the China Securities Regulatory Commission's "Notice on Further Implementing Matters Related to Cash Dividends of Listed Companies" ( Securities Regulatory Commission [2012 ] 37 Document ) and the China Securities Regulatory Commission's "Notice on Forwarding Matters Related to Further Implementing Cash Dividends of Listed Companies" ( Zhejiang Securities Regulatory Commission Listing Word [2012 ] 138 ) requirements. The articles of association of the company are amended as follows:
the revision comparison table of the articles of association of the company |
|
after the original articles of association |
are revised: |
Article 77 The following matters shall be passed by the shareholders' general meeting by special resolution: (I) the company to increase or decrease its registered capital; (II) the division, merger, dissolution and liquidation of the company; (III) the amendment of this Articles of Association; (IV) that the company purchases or sells major assets within one year or the amount of guarantee exceeds the company's latest audited total assets 30% ; (V) equity incentive plan; (VI) the provisions of laws, administrative regulations or these articles of association, and other matters that the general meeting of shareholders determines by ordinary resolution to have a significant impact on the company and require a special resolution. |
Article 77 The following matters shall be passed by the shareholders' general meeting by special resolution: (I) the company to increase or decrease its registered capital; (II) the division, merger, dissolution and liquidation of the company; (III) the amendment of these articles of association; (IV) the company to purchase or sell major assets or guarantee amount exceeding 30% of the company's latest audited total assets within one year; (V) equity incentive plan; (VI) Revise the Company's Cash Dividend Policy; ( 7 ) laws, administrative regulations or this Articles of Association, and other matters that the general meeting of shareholders determines by ordinary resolution that will have a significant impact on the company and need to be passed by special resolution. |
The original Articles of Association Article 154 the company to implement an active profit distribution policy. (I) can distribute dividends in cash or stock; The board of directors of (II) companies can make mid-term distributions based on actual operating conditions. Unless due to special reasons (such as major asset restructuring, etc.), the company will not distribute profits in other periods except annual and medium-term distribution; (III) that the accumulated profits distributed by the company in cash in the past three years shall not be less than the 30% of the annual average distributable profits realized in the past three years; The profit distribution of (IV) companies shall not exceed the scope of accumulated distributable profits; (V) 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. |
After revision: 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, adhere to the company's sustainable development, and 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 deliberation and decision. When formulating and reviewing 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. (III) profit distribution form: 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 realizes annual profit and the undistributed profit is positive; ( 2 ) The audit institution issued a standard unqualified audit report on the company's annual financial report; ( 3 ) The company has no major investment plan or major cash expenditure plan, and the company's cash flow can meet the company's normal operation and sustainable development. (V) the conditions for the issuance of 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 company's share capital scale, 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, a stock dividend distribution plan is proposed. (VI) the proportion of cash dividends: the company's accumulated profits distributed in cash in the past three years are not less than 30% of the average annual distributable profits realized in the past three years. Time interval for (VII) profit distribution: When the conditions stipulated in this Articles of Association are met, the company can make profit distribution once a year, and the company's board of directors can also propose the company to make 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 ) Where a shareholder illegally occupies the company's funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied by him. ( 2 ) The company's profit distribution shall not exceed the range of undistributed profits and shall not impair the company's ability to continue operations. ( 3 ) After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the resolution of the general meeting of shareholders is 231. ( 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 their independent opinions 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. |
The proposal will be submitted to the shareholders' meeting for deliberation.
voting result: 9 votes in favor, 0 votes against and 0 abstentions.
Proposal of the 3. on the Company's "Shareholder Return Plan for the Next Three Years (2012-2014)"
For the full text, please refer to the "Shareholder Return Plan of Zhejiang Jianfeng Group Co., Ltd. for the Next Three Years (2012-2014)" published on the website http://www.sse.com.cn of Shanghai Stock Exchange on August 28, 2012.
The motion will be submitted to the shareholders' meeting for consideration.
voting result: 9 votes in favor, 0 votes against and 0 abstentions.
Proposal of 4. on Adjusting Jinxi Project of Jianfeng Pharmaceutical
The 19th Session of the 7th Board of Directors of the Company held on April 8, 2011 reviewed and approved Jinxi Project of Jianfeng Pharmaceutical. Jianfeng Pharmaceutical plans to invest and build a production base in Jinxi Development Zone of Jinhua City. The project name is: annual output of 35 tons of cephalosporins, anti-tumor drugs and other raw materials and 2 .1 billion kinds of various kinds,# The total investment of the 272 project is 479.69 million yuan . For details, please refer to "china securities journal", "shanghai securities news" and the website of Shanghai Stock Exchange (http://www.sse.com.cn ) "Zhejiang Jianfeng Group Co., Ltd. Major Project Investment Announcement" (Pro 2011-009) on April 12, 2011.
After deliberation by the board of directors, it is agreed that the subsidiary Jianfeng Pharmaceutical Co., Ltd. will adjust the construction content of Jinxi Project. After filing by Jinhua Economic and Information Committee, the project name of Jinxi Project (Phase I) is "Technical Transformation Project of 35 tons of Cephalosporins, Antitumor Drugs and Other Raw Material Drug Production Lines and Supporting Various Preparation Production Lines". The first phase ofitems items total investment is 53180.07 .84 million yuan , of which fixed investment 48614.46 .88 million yuan and basic working capital 4565.61 .9 million yuan.
voting result: 9 votes in favor, 0 votes against and 0 abstentions.Proposal of the 5. on Convening the First Extraordinary General Meeting of Shareholders in 2012
Decided to Convene the First Extraordinary General Meeting of Shareholders in 2012 on September 12, 2012 (Wednesday). For details, please refer to the "Notice on Convening the First Extraordinary General Meeting of Shareholders in 2012"
Voting Results: 9 votes in favor, 0 votes against and 0 abstentions.
hereby announce
August 28, 2012
Zhejiang Jianfeng Group Co., Ltd. Board of Directors
More information
Spike Health was identified as Zhejiang Agricultural Science and Technology R & D Center
Zhejiang Provincial Department of science and technology recently issued a notice, peak health technology company research and development center was identified as Zhejiang agricultural science and technology research and development center. According to the relevant requirements, Zhejiang agricultural science and technology research and development center must be established with national and provincial agricultural leading enterprises, agricultural science and technology enterprises or other scientific and technological agricultural enterprises with high scientific and technological content as the carrier, with strong economic strength and scientific and technological research and development foundation; The annual sales income of the enterprise is more than 10 million yuan, and the R & D center has more than 10 full-time technicians, of whom more than 30% have bachelor's degree or above; the annual technology development funds shall not be less than 3% of the sales revenue of the enterprise; it has the necessary instruments and equipment and fixed and special places to meet the research and development; it has the conditions for the application of agricultural technology information network. The main business of the enterprise is clear, and it is the priority industry in our province. The technological innovation achievements have a wide range of radiation, the enterprise system is sound, and the operating mechanism is good. With the domestic, provincial institutions of higher learning, scientific research units have established a stable relationship of scientific research cooperation. Since its establishment, Jianfeng Health has attached great importance to the construction of innovation platform and the cultivation of scientific and technological talents. In 2016, it has been recognized as Jinhua agricultural science and technology enterprise and municipal agricultural science and technology research and development center. In 2017, research and development investment accounted for 5.06 of sales revenue, and full-time research and development personnel with bachelor's degree or above accounted for 80.9, consisting of talents including traditional Chinese medicine, traditional Chinese medicine preparation, agriculture and biotechnology, pharmacy, analysis, plant extraction, food engineering, etc. Dr. Li Wende, head of the research and development center, was also selected "Jinhua Shuanglong plan talent" in 2017 ". In recent years, peak health and Zhejiang workers.
2020
07-31
Chairman Jiang Xiaomeng Directs Work in Yunnan Peak
On December 16, Jiang Xiaomeng, Secretary of the Party committee and chairman of the group company, went to Yunnan Jianfeng cement company to investigate and guide the work. On the morning of the same day, accompanied by the Yunnan peak management team, Jiang Xiaomeng went deep into the front line and successively went to the central control room of the production and manufacturing department, the raw material clay yard, the lignite yard and other areas for field investigation and investigation to understand the problems existing in the production and operation process. Subsequently, a business analysis meeting was held to make a comparative analysis of the various business indicators of Yunnan Jianfeng from January to November this year, and put forward two requirements to the management team: further strengthen internal management and improve execution; strengthen the coordination of external relations, and improve The ability and level of enterprise resource acquisition. At the Yunnan Jianfeng middle-level cadre meeting held on the afternoon of the 16th, Jiang Xiaomeng first fully affirmed Yunnan Jianfeng's highest output and best benefits since it was put into production in 2018, and expressed his gratitude to all cadres and employees of Yunnan Jianfeng for their hard work. After that, Jiang Xiaomeng made a detailed analysis of the cement industry and the regional market environment in Yunnan, and combined with the current production and operation situation of Yunnan Jianfeng, put forward the focus of the next step: 1. should fully attach importance to and mobilize the initiative and responsibility of employees at all levels to improve the overall execution of the team; 2. raw material mines are an important factor restricting the future development of cement enterprises, which should be paid full attention to and formulate clear strategies and methods, set out a timetable to obtain future production resources as much as possible; 3. continuously advocate and promote technological innovation, keep pace with the times, continuously improve production management, equipment management, production technology level, and maintain the competitive advantage of the industry; 4. further strengthen production
2020
07-31
Chairman Jiang Xiaomeng Directs Work in Yunnan Peak
On December 16, Jiang Xiaomeng, Secretary of the Party committee and chairman of the group company, went to Yunnan Jianfeng cement company to investigate and guide the work. On the morning of the same day, accompanied by the Yunnan peak management team, Jiang Xiaomeng went deep into the front line and successively went to the central control room of the production and manufacturing department, the raw material clay yard, the lignite yard and other areas for field investigation and investigation to understand the problems existing in the production and operation process. Subsequently, a business analysis meeting was held to make a comparative analysis of the various business indicators of Yunnan Jianfeng from January to November this year, and put forward two requirements to the management team: further strengthen internal management and improve execution; strengthen the coordination of external relations, and improve The ability and level of enterprise resource acquisition. At the Yunnan Jianfeng middle-level cadre meeting held on the afternoon of the 16th, Jiang Xiaomeng first fully affirmed Yunnan Jianfeng's highest output and best benefits since it was put into production in 2018, and expressed his gratitude to all cadres and employees of Yunnan Jianfeng for their hard work. After that, Jiang Xiaomeng made a detailed analysis of the cement industry and the regional market environment in Yunnan, and combined with the current production and operation situation of Yunnan Jianfeng, put forward the focus of the next step: 1. should fully attach importance to and mobilize the initiative and responsibility of employees at all levels to improve the overall execution of the team; 2. raw material mines are an important factor restricting the future development of cement enterprises, which should be paid full attention to and formulate clear strategies and methods, set out a timetable to obtain future production resources as much as possible; 3. continuously advocate and promote technological innovation, keep pace with the times, continuously improve production management, equipment management, production technology level, and maintain the competitive advantage of the industry; 4. further strengthen production
2020
07-30
Editor's note: On November 20, the first page of "Jinhua Daily" published "Focus on sticking to the peak forever-Enlightenment of Jianfeng Group's 60 years of entrepreneurship" written by the reporter of the newspaper, which was specially reprinted by this newspaper. Focus on sticking to the peak forever-Jianfeng Group's 60 years of entrepreneurship enlightenment "Jinhua Daily" reporter Shao Xuilian as of the end of the third quarter of this year, the total assets of 4.788 billion yuan, net assets of 3.366 billion yuan, the realization of the parent company's net profit of 0.488 billion yuan, earnings per share of 1.42 yuan. Recently, Jianfeng Group disclosed its beautiful report for the third quarter of 2018, celebrating its 60th anniversary with the best operating results in history. Wind and rain for 60 years. With sustained and steady high-quality development, the peak people are moving towards a comprehensive modern enterprise group with strong core competitiveness. Strategy: Focus and Professionalism In 1958, the first generation of peak people built the first cement factory in Jinhua history at the foot of peak mountain. Beginning in 1983, through horizontal alliances with township enterprises, the formation of enterprise groups, and the implementation of shareholding reforms, Jianfeng has developed from a small state-owned cement plant to the first listed company in China's cement industry. Since then, in the stage of diversification, the peak will develop the pharmaceutical industry into the second pillar industry. In 2007, it joined forces with the central enterprise China Building Materials to participate in the establishment of Southern Cement and strategically shifted the focus of the cement industry; at the same time, through corporate mergers and acquisitions and technological innovation, the pharmaceutical industry has further exerted its strength. Today, Jianfeng Group has 33 participating and holding subsidiaries, involving building materials, medicine, big health, modern logistics, national.
2020
07-31
News from our newspaper On the occasion of the celebration of the 60th anniversary of Jianfeng's entrepreneurship, the selection results of the two competitions of "Me and Jianfeng" essay and employee calligraphy and painting photography exhibition are also fresh. Since July 2017, more than 50 contributions have been received from employees and their families. According to the overall situation of the content and writing level of the solicitation, 3 first prize works, 5 second prize works and 7 third prize works were selected. The staff calligraphy and painting photography exhibition began to call for contributions in early April. in just five months, it received more than 100 works from dozens of authors from various enterprises under the group, and successfully held the exhibition from October 10 to 17, which was welcomed and praised by the majority of employees. After a comprehensive selection of employee contributions, a total of 3 first-class works, 5 second-class works, and 7 third-class works were selected. In order to ensure the fairness and impartiality of the selection, the works of the leading group, working group members and specially invited works to commemorate the 60th anniversary of Jianfeng Entrepreneurship will not participate in the selection of the grade award. (The list of winners is attached) (This reporter) "I and the peak" essay list first prize "mother and son deep love" author: Daye peak Shi Fu "I have a date with the peak" author: Yunnan peak Luo Meiyan "buying a house" author: peak cable Lu Chaofang second prize "ten years, sixty years" author: pharmaceutical sales company Xu Yuting "my peak road" author: daye Peak Yang Zhendong's "My Teacher" Author: Fan Tufa, Municipal Pharmaceutical Company, "Peak Grows with Me for 20 Years" Author: Xu Junxiong, Pharmaceutical Sales Company, "Peak Grows with Me"
2020
07-31
Contact Us
No. 88 Wujiang East Road, Jinhua City, Zhejiang Province, China
Tel: +86-579-82326868
Fax : +86-579-82324666
©2023 Zhejiang Jianfeng Group Co., Ltd. Powered by: www.300.cn SEO Business License
SAF Coolest v1.2 设置面板 SHJSS-AHDB-FSSQE-ZSW
无数据提示
Sorry, the current column has no content !
You can view other columns or return to Home Page