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
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