News Center

Home page

Peak Report

News reports

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 of

items 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

The company requires each business segment to formulate medium-and long-term business plans.

According to our newspaper, "if an enterprise wants to develop in the long run, first of all, managers should have a long-term vision." On July 24, when general manager Yu Jianhong deployed the work for the second half of the year at the semi-annual meeting of the group company, he specifically asked all enterprises to formulate specific medium-and long-term business development plans for the next three to five years according to the industrial development trend and the group development strategy. Before making arrangements for the specific key work in the second half of the year, Yu Jianhong emphatically put forward the requirements for each business sector to formulate a business strategy plan for 2016-2018 according to the industry development trend and the group's development strategy. Yu Jianhong pointed out that the current group company's strategic decision-making and strategic development capabilities and efficiency still need to be improved. The publicity, understanding and implementation of the group's development strategy by various companies are not in place. The lack of medium and long-term business planning in each business sector restricts the business of the company. Development, cultivation of core products and profitability, construction of product brands, improvement of business scale and comprehensive strength. Last year, the group company asked the international trading company to formulate three-year work objectives and sign a three-year economic responsibility system with the company's management team. The actual effect shows that this has made the management team's management ideas clearer and more scientific and rational in terms of target setting, work arrangement and business development. For this reason, the group company put forward the requirements for the formulation of medium and long-term development plans for each business sector at this meeting. According to the industry characteristics of each business segment, market environment and other specific circumstances, the company makes requirements for the key content of the development plan of each business segment. For example, the pharmaceutical sector focuses on sales growth targets for key profitable products, product development and

2020

07-30

Condensing the heart and gathering wisdom to seek common development

Compared with the past, a new content has been added in the half year of this year-on the morning of July 24, according to the different industrial sectors of the company, the participating managers were divided into three groups: pharmaceutical industry, cement industry and other industries for special discussion. The theme of the discussion was clear in the meeting notice a week ago: under the current economic situation and industrial environment, how to maintain the improvement of corporate profitability and how to promote better and faster development of enterprises. Jiang Xiaomeng, chairman of the group, and Yu Jianhong, general manager of the group, made guiding speeches in three groups. After the group discussion, the group leaders made a summary report at the conference. Due to the clear theme of the discussion, the management personnel at the meeting were well prepared, and the sparks of ideas collided from time to time during the discussion. Due to the different industrial characteristics and market environment, the communication content of each group also has different emphasis. For example, the pharmaceutical group is most concerned about adjusting marketing strategies, handling the relationship between price and quantity, strengthening technological innovation to improve production efficiency and product quality, and subdividing professional fields to make characteristic markets, etc.; the cement group is more focused on reducing energy consumption, strengthening internal control and management optimization, improving operation efficiency, and extending to upstream and downstream industries; other industry groups have more urgent requirements for clear corporate positioning, strengthening business integration, innovating marketing models, and controlling business risks. But in the final analysis, no matter which aspect the speech focuses on, it finally falls on one point: business operations are facing huge crises and challenges, and they must undergo transformation and upgrading, seek rapid development, and highlight the siege of market competition. Some participants said that due to the correlation between the company's various industries

2020

07-31

The chairman assigned ten "homework questions" to the managers"

News from our newspaper On the afternoon of July 24, Chairman Jiang Xiaomeng put forward ten "homework questions" such as "clear development strategy and self-positioning" for managers at all levels in his concluding speech at the first half of the business analysis meeting ". Before "assigning homework", Jiang Xiaomeng first put forward three "thinking questions": what kind of company are we? What kind of management and what kind of talent team do we need? What kind of difficulties have our products and industries encountered? He pointed out that the peak is a historical, cross-industry, comprehensive joint-stock industrial company, is the product completely full competition, completely rely on their own business judgment, strategic decision-making to operate the company. Only under the framework of various laws and regulations, can we bring more wealth to employees by creating the largest living space and the best benefits. The characteristics of the enterprise, the characteristics of the industry, the historical evolution of the enterprise, and the competitive pattern of the products all directly affect the management mode of the peak. We need to absorb all kinds of talents and use their wisdom to continuously make the peak go on for a long time and achieve the dream of "100-year peak. At present, among the two main businesses of the company, the cement industry has encountered the first negative growth in 25 years, and the price has fallen to the lowest point in nearly 15 years; the increasingly strict management policies of the pharmaceutical industry have brought more challenges and tests to the enterprise. However, the crisis and opportunity always coexist, enterprises to survive and develop, it must keep pace with the times, constantly change. In view of the various changes in the internal status quo and external environment of the enterprise, Chairman Jiang Xiaomeng put forward ten requirements to the management personnel at all levels of the enterprise: the 1. should clarify the development strategy and the enterprise self

2020

07-31

Jiang Xiaomeng Yunnan Jianfeng Lectures on Party Lessons

In order to implement the requirements of the higher-level party committee secretary to give in-depth party lectures in enterprises, on July 4, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, gave a special lecture on "two studies and one doing" for party members at Yunnan Jianfeng Cement Company. In the lecture, Jiang Xiaomeng started from the background, overall requirements, learning and education content, and main measures of the "two studies and one doing" activities. He hoped that all party members and cadres would understand "awe, gratitude, humility, and decent", and put forward "What should the current enterprise do" and "How should the enterprise go in the future" and other issues. Jiang Xiaomeng analyzed the future development trend of cement and pharmaceutical industries in detail, emphasized the importance of seizing opportunities, and pointed out that with the homogenization of cement industry becoming more and more serious, if we want to take the road of differentiated brand development, the core of competition is to strengthen self management and maximize the cost, so as to improve the competitive advantage. As far as Yunnan Jianfeng is concerned, it is necessary to continuously improve the level of process technology management and increase the hourly output by increasing inspection efforts. Starting from strengthening the control of raw material procurement, the quality and price should be controlled. By strengthening sales management, vigorously develop direct agents, and strive to maximize the profit per ton; By strengthening equipment maintenance, reduce equipment accidents and further reduce the consumption of machine materials; Make good use of people, while constantly tapping talents and cultivating new people, we will gradually control the total number of workers and improve labor productivity. According to the current situation and the company's development strategy, what should the party members of the peak do? Jiang Xiaomeng asked all the party members and cadres of Yunnan peak to play a good vanguard and exemplary role and take the lead in learning new knowledge, new technology and new experience.

2020

07-31

Jiang Xiaomeng Yunnan Jianfeng Lectures on Party Lessons

2020

07-31

Cum Military and Civilian Mayor Visits Jinxi Factory

On July 8, Jinhua Mayor and Military and Civilian, Deputy Mayor Sun Rongyan, Municipal Government Secretary-General Zhou Jianmin and other leaders went to Jinxi Development Zone to investigate and visit Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory. The picture shows the army and the people visiting the production workshop accompanied by Shen Quan, director of the Jinxi factory. (Contributor by Zhang Mingyin)

2020

07-31

< 1...58 59 60 61 > 跳转到页