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 |
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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
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-31
"We were also praised by the traffic police." On September 26, when talking about the civilized travel volunteer activities a few days ago, Li Xuegen of the big pharmacy smiled and was very happy that his work was recognized. Starting from May this year, during the rush hour on the 5th and 20th of each month (weekends and holidays are postponed), there will be a group of volunteers wearing red vests and hats, holding signs with the words "courtesy of zebra crossing, civilized crossing of the road" to divert traffic at many intersections in the city. This is a civilized travel volunteer service activity carried out by Jinhua City to further promote civilized travel and persuade uncivilized behavior. As a civilized unit at the municipal level in Jinhua, Jianfeng Group's duty junction is at the intersection of Bayi North Street and Zhongshan West Road. Before the activity was carried out, as the organizer of the group company, the group office had deep concerns. The activity took a long time and required a lot of manpower. As an enterprise, under the condition of ensuring normal production, it was completed by employees in their spare time. Can it be continued? To this end, Xiang Chongping, the leader in charge of the group company, specially organized a meeting of the directors of the subordinate enterprise offices to mobilize and deploy the matter. The group office also specially established the QQ group of "Peak Civilized Travel Volunteer Service" to release the contents and arrangements of the activities, update the duty situation, and praise the small partners on duty. At the beginning of the activity, colleagues in the headquarters building took the lead in taking up their posts. The first class was Li Hong, Li Xia, Yang Liu and Lei Yuan of the finance department of the group company. Employees of the group office, the peak health experience hall, Qiubin Factory and the international trading company also took up their posts one after another. Other enterprises also took part in an orderly manner according to the duty schedule.
2020
07-30
The company's two projects received financial subsidies for the integration of the two.
Recently, according to the requirements of relevant documents of the municipal government, the municipal economic and information Commission and the municipal finance bureau, the two projects of the group company's "human resources management system" and the "automation project of traditional Chinese medicine extraction workshop" of the peak health technology company passed the review and obtained the financial subsidy funds for the integration of the two in Jinhua city in 2016. The "Human Resources Management System" project of the group company will be implemented from July 2015 to January 2016. The project includes functional modules such as organizational structure management, employee information management, contract management, salary management, welfare management, report management, etc. The information platform of human resource management has been set up in the whole group, and nearly 3000 employees of the whole group have been included in this system, which has changed the stand-alone version mode of the previous personnel management system. It is easy to use and has easy expansibility, which can not only meet the current management requirements of the enterprise, it can also adapt to the needs of future enterprise development and changes, and the design of the system architecture can improve the efficiency of database operation and security management, data concentration and distribution processing. The "Automation Project of Traditional Chinese Medicine Extraction Workshop" project of Jianfeng Health combines the current situation and development requirements of the enterprise, taking the construction of the project with an annual output of 1000 tons of Chinese herbal pieces and 1000 tons of plant extraction as an opportunity to deeply study the production process, and gradually establish a unified, comprehensive, integrated and real-time shared management information platform through systematic planning, gradual promotion, continuous improvement and perfection. Compared with the traditional production process, the project reduces the interference of human factors, improves the on-site operating environment, saves labor costs to a certain extent, and improves the utilization rate of raw materials, energy and equipment.
2020
07-31
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-30
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-31
Daye peak won the title of "best integrity enterprise"
On September 4, daye city held a grand commendation meeting, daye peak cement company as the "best integrity enterprise" was commended. This is also the first time that Daye City has selected and commended the "Best Integrity Enterprise". In order to commend the advanced, promote righteousness, establish models, give full play to the role of demonstration and leadership, further encourage and stimulate the enthusiasm of enterprises and employees, unswervingly strengthen the construction of spiritual civilization and credit system in Daye City, and promote the economy of local enterprises. Good and fast development. The Daye City Federation of Trade Unions and the Office of the Spiritual Civilization Construction Committee initiated the selection and recognition of the best honest enterprises, the best honest teams, and the most beautiful honest employees throughout the city. After recommendation, review, evaluation, and publicity procedures, a total of 10 "best integrity enterprises", 10 "best integrity teams", and 20 "most beautiful integrity employees" in Daye City were selected. At the commendation meeting on September 4, Xu Yilong, member of the standing Committee of the Daye Municipal CPC Committee, minister of the United Front work, and chairman of the Municipal Federation of Trade unions, spoke highly of the scientific management and honest operation of Daye Jianfeng cement Company in recent years. I hope Daye Jianfeng can cherish the honor, give full play to its exemplary and leading role, forge ahead, and achieve better results. Xu Yilong also asked the city's enterprises, teams and employees to follow the example of award-winning units and individuals, further emancipate their minds, change their production and management concepts, establish a career with integrity, be honest, and make new contributions to serving the economic development of Daye City. (Zhu Yong)
2020
07-31
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