Pro 2012-005 (Announcement of Resolutions of the 4th Session of the 8th Board of Directors of Jianfeng Group)
Release time:
2020-08-05
证券代码:600668 证券简称:尖峰集团 编号:临2012-005
浙江尖峰集团股份有限公司八届四次董事会决议暨召开2011年年度股东大会的公告
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。
二〇一二年三月二十六日,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四次会议的通知。二〇一二年四月六日,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,全体九名董事亲自参加了会议;部分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2011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2011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。
该报告将提交股东大会审议。
三、通过了2011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。
四、通过了2011年度利润分配预案
经天健会计师事务所审计,2011年度公司归属于母公司股东的净利润268803858.08元,按母公司的本期净利润109774881.48元为基数,提取10%法定公积金10977488.15元。本年度可供分配的利润为257826369.93元,加年初未分配利润259763197.82元,本年度可供分配利润为 517589567.75 元。
公司2011年度拟进行现金分配,以2011年末股本344083828股为基数,每10股派发现金红利1.2元(含税)。2011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。
五、通过了对外担保的议案
董事会一致通过了该议案,同意以下各项对外担保事宜。
(一)对控股子公司的担保
1、对于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 |
本次设定担保额度(万元) |
|
大冶尖峰水泥有限公司 |
30000 |
|
浙江尖峰药业有限公司 |
20000 |
|
金华市医药公司 |
2000 |
|
浙江尖峰国际贸易有限公司 |
1000 |
|
云南尖峰水泥有限公司 |
20000 |
|
总 计 |
73000 |
2、随着浙江尖峰国际贸易有限新增仓库投入运行,仓储业务量增加,成功引进了中国石化等大型企业的仓储业务,还成为大连商品交易所的PVC、PE期货交割仓库,此等业务需第三方提供担保。公司拟同意出具担保函,为浙江尖峰国际贸易有限公司的客户存放的货物提供相应的担保(详见公告临2012-007)。
(二)互保
同意与浙江凯恩特种材料股份有限公司实行额度5000万元的互相担保。在其履行相关程序后,公司将与其签订互保协议,期限为一年(详见公告临2012-008)。
并提请股东大会授权在上述额度内的担保由董事长根据实际情况分次执行。
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。
六、通过了投资报告
会议审议通过了该报告,批准了报告中提出的投资、技改和新产品开发等项目。
1、大冶尖峰水泥有限公司机修车间技改项目,计划投资220万元。
2、浙江尖峰药业有限公司滴眼液生产线技改项目,计划投资680万元。
3、浙江尖峰药业有限公司单独出资设立保健品销售公司,注册资本1000万元。
4、对浙江尖峰国际贸易有限公司增资,计划增资1000万元。
5、尖峰药业新产品开发。尖峰药业拟投入3900万元(按阶段成果分期支付)与中国药科大学及其医药化工研究所等相关方合作,进行抗肿瘤一类新药(DPT)的临床前研究。
6、出让北京勤益科技投资管理有限公司股权。
北京勤益科技投资管理有限公司注册资本4000万元,其中本公司出资475万元(占11.875%),公司拟以546.25万元出让该股权。
表决结果:同意9票、反对0票、弃权0票。
七、关于聘请公司2012年度审计机构的议案
同意聘请天健会计师事务所有限公司为公司2012年度财务报告及其他审计业务的审计机构。审计费用参照有关规定,以业务量为衡量标准,请股东大会授权董事会与该所谈判为准。审计期间的食、宿等费用由公司承担。
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2011年度董事会报告
表决结果:同意9票、反对0票、弃权0票。
该议案需提交股东大会审议。
九、通过了召开2011年度股东大会方案
(一)会议召开时间:2012年5月8日上午9:00。
(二)会议召开地点:浙江省金华市婺江东路88号尖峰大厦。
(三)会议主要议程:
1、审议2011年度董事会工作报告;
2、审议2011年度监事会工作报告;
3、审议2011年度财务决算报告;
4、审议2011年度利润分配方案;
5、审议聘请2012年度审计机构的方案;
6、审议对外担保的方案;
7、审议2011年年度报告及其摘要。
(四)出席对象
1、凡2012年5月3日(股权登记日)交易结束后在中国证券中央登记结算公司上海分公司登记在册的本公司股东及其授权委托人均可出席。
2、本公司董事、监事及高级管理人员。
(五)会议登记办法
1、法人股股东持单位证明、法人代表委托书和出席人身份证登记;社会公众股股东凭股东帐户卡、本人身份证登记。股东可以信函或传真方式进行预登记。
2、预登记时间:2012年5月7日。
3、登记地点:浙江省金华市婺江东路88号尖峰大厦。
表决结果:同意9票、反对0票、弃权0票。
特此公告
二〇一二年四月六日
浙江尖峰集团股份有限公司董事会
附件 授权委托书样:
兹全权委托 先生(女士)代表本人出席浙江尖峰集团股份有限公司2011年年度股东大会,并依照委托人指示就各议案进行投票,如果委托人没有指示则由受托人自行投票。
委托人签名:
委托人股东帐号: 委托人身份证号码:
委托人持股数:
受托人签名: 受托人身份证号码:
有效期:
委托日期 年 月 日
More information
On January 4, the Jinhua Federation of Industry and Commerce held the sixth member congress. Jiang Xiaomeng, chairman of the group company, was elected as the chairman of the Jinhua Federation of Industry and Commerce at the meeting, and served as 20 "2016 Xinyi Good Wu Merchants" One of the commendations from relevant departments. Jinhua city leaders Zhao Guangjun, and military and civilian, Huang Jinchao, Chen Xiao, Shao Guoqiang, Xu Zhangcai attended the opening ceremony of the conference. Zhao Guangjun, Secretary of the municipal Party committee, congratulated the convening of the conference on behalf of the four groups of the city. He hoped that the Federation of industry and Commerce at all levels and the majority of non-public economic personages would unify their thoughts and actions to the deployment requirements of the plenary session of the municipal Party committee, further strengthen their confidence, grasp the general trend, forge ahead, always maintain the correct political direction, firmly promote the development of non-public economy, and make greater contributions to the rise of Zhejiang. At this meeting, Jiang Xiaomeng, chairman of the group company, was elected as the new chairman of the Jinhua City Federation of Industry and Commerce. Jiang Xiaomeng said in his speech that the Federation of Industry and Commerce is a bridge and link between the party and the government to connect with people in the non-public economy, an assistant to the government in managing and serving the non-public economy, and an important window for the interests of the broad non-public economy. it represents the fundamental interests of the broad non-public economy. In the next five years, the new Federation of Industry and Commerce will continue to enhance cohesion and influence based on service; give full play to the role of "guidance" and "bridge", and always maintain sensitivity to the new situation with advanced awareness and long-term vision, and pay close attention to domestic and foreign Industrial development trends and economic development trends, timely discover new situations, study new problems, and act as a bridge between the government and enterprises
2020
07-31
Compilation of Three-year Operation Plan Completed
After many discussions and revisions, the three-year business plan compiled by the group's subordinate enterprises was finalized in early December and compiled into a book. In order to continuously improve the company's core competitiveness and sustainable development capabilities, the group company completed the company's five-year development plan in 2013 after many discussions, and clarified the development concept of "cooperative innovation to strengthen the main business, standardize science and seek development", Put forward the role of cement as a base player and be a cost leader in the regional market; medicine is guided by scientific and technological innovation and a market leader in segmented fields. And on this basis, the specific strategic objectives and development direction are formulated. In the second half of this year, on the basis of the pilot medium-and long-term economic responsibility system of the International Trade Company and Jinhua Pharmaceutical Company, the company requires each industrial sector to prepare its own three-year business plan. This is not only one of the actions to implement the strategic plan of the group company, but also an extension of the development strategy of the group company. After full discussion and revision, the current three-year business plan has been compiled into a book, which will become the work guide for the company's professional companies and directly affiliated enterprises in the future. The preparation of medium and long-term development plans, so that the company's managers at all levels more clear about the future direction of development, to be able to develop work objectives and work plans with a long-term vision, to avoid short-sighted behavior in management, the work of the enterprise to do fine, solid, detailed, and at the same time more fully and effectively mobilize the enthusiasm of personnel at all levels. The company requires subordinate enterprises to do a good job in the publicity and implementation of the "three-year business plan" of the enterprise, and in the annual work objectives
2020
07-31
Compilation of Three-year Operation Plan Completed
After many discussions and revisions, the three-year business plan compiled by the group's subordinate enterprises was finalized in early December and compiled into a book. In order to continuously improve the company's core competitiveness and sustainable development capabilities, the group company completed the company's five-year development plan in 2013 after many discussions, and clarified the development concept of "cooperative innovation to strengthen the main business, standardize science and seek development", Put forward the role of cement as a base player and be a cost leader in the regional market; medicine is guided by scientific and technological innovation and a market leader in segmented fields. And on this basis, the specific strategic objectives and development direction are formulated. In the second half of this year, on the basis of the pilot medium-and long-term economic responsibility system of the International Trade Company and Jinhua Pharmaceutical Company, the company requires each industrial sector to prepare its own three-year business plan. This is not only one of the actions to implement the strategic plan of the group company, but also an extension of the development strategy of the group company. After full discussion and revision, the current three-year business plan has been compiled into a book, which will become the work guide for the company's professional companies and directly affiliated enterprises in the future. The preparation of medium and long-term development plans, so that the company's managers at all levels more clear about the future direction of development, to be able to develop work objectives and work plans with a long-term vision, to avoid short-sighted behavior in management, the work of the enterprise to do fine, solid, detailed, and at the same time more fully and effectively mobilize the enthusiasm of personnel at all levels. The company requires subordinate enterprises to do a good job in the publicity and implementation of the "three-year business plan" of the enterprise, and in the annual work objectives
2020
07-31
Since the beginning of the 2016 qualification evaluation work of the group company in late November, it has been carried out in an orderly manner according to the established procedures. Compared with previous years, this year, according to the actual situation of the company, new cement plate job settings and development channels and other content. According to the provisions of the Company's Measures for the Administration of Staff Qualifications, the scope of application of the qualification assessment is for all employees of the Group's non-administrative position series, which is divided into three categories: management, technology and technical operation. Among them, the management and technical categories are divided into five grades, each with 2-4 grades; the mechanic operation category is divided into four grades, each with 2-4 grades. The Group Company establishes a qualification evaluation committee, which is responsible for guiding the evaluation of the qualifications of the Group Company, and conducting the evaluation of the qualifications of each department (office) of the Group Company and the qualifications of four levels and above within the scope of the Group Company; professional companies and directly affiliated enterprises establish an evaluation organization, which is responsible for the evaluation of the qualifications of the enterprise and subordinate enterprises at level 3 and below; the Human Resources Department of CNPC is responsible for organizing the review work and carrying out the transactional work of qualification management. Compared with previous years, the company has made a supplementary revision to the "Measures for the Administration of Employee Qualifications" this year, adding a "cement sector position setting and development channel", aiming at the actual situation and professional characteristics of the current two cement companies implementing job optimization, positions such as safety and environmental protection management, sales management, procurement, warehouse management, quality management, equipment maintenance (management), electrical maintenance (management), process operation, inspection workers, etc. are set up respectively, and different levels are divided, and corresponding evaluation standards are set. In accordance with the Management Measures, the post
2020
07-31
Compilation of Three-year Operation Plan Completed
After many discussions and revisions, the three-year business plan compiled by the group's subordinate enterprises was finalized in early December and compiled into a book. In order to continuously improve the company's core competitiveness and sustainable development capabilities, the group company completed the company's five-year development plan in 2013 after many discussions, and clarified the development concept of "cooperative innovation to strengthen the main business, standardize science and seek development", Put forward the role of cement as a base player and be a cost leader in the regional market; medicine is guided by scientific and technological innovation and a market leader in segmented fields. And on this basis, the specific strategic objectives and development direction are formulated. In the second half of this year, on the basis of the pilot medium-and long-term economic responsibility system of the International Trade Company and Jinhua Pharmaceutical Company, the company requires each industrial sector to prepare its own three-year business plan. This is not only one of the actions to implement the strategic plan of the group company, but also an extension of the development strategy of the group company. After full discussion and revision, the current three-year business plan has been compiled into a book, which will become the work guide for the company's professional companies and directly affiliated enterprises in the future. The preparation of medium and long-term development plans, so that the company's managers at all levels more clear about the future direction of development, to be able to develop work objectives and work plans with a long-term vision, to avoid short-sighted behavior in management, the work of the enterprise to do fine, solid, detailed, and at the same time more fully and effectively mobilize the enthusiasm of personnel at all levels. The company requires subordinate enterprises to do a good job in the publicity and implementation of the "three-year business plan" of the enterprise, and in the annual work objectives
2020
07-30
"Peak" was identified as China's well-known trademark
Recently, the Trademark Office of the State Administration for Industry and Commerce issued a document that the "Jianfeng" trademark held by Jianfeng Pharmaceutical Company was recognized as a well-known trademark. The main contents of the "Reply of the Trademark Office of the State Administration for Industry and Commerce on the Identification of" Jianfeng "Trademark as a Well-known Trademark" (Shang Standard Chi Zi [2016] No. 121) are as follows: according to the relevant provisions of the Trademark Law, the regulations for the implementation of the Trademark Law and the provisions on the identification and protection of well-known trademarks, after examination and research, it is recognized that the registered trademark of "Jianfeng" used by Zhejiang Jianfeng Pharmaceutical Co., Ltd. in category 5 of the International Classification of Goods and Services for Trademark Registration is a well-known trademark. The identification of the well-known trademark has effectively enhanced the brand value of the company, helped to improve the popularity of the company's products, and further strengthened the protection of the "peak" trademark. (Zhou Hengbin) News link: "well-known trademark" (Well-knownTradeMark), also known as well-known trademark, first appeared in the Paris Convention for the Protection of Industrial property signed in 1883. According to international and domestic intellectual property laws and regulations, the well-known trademark system is created to fully protect the legitimate rights and interests of well-known trademark owners. Its purpose is to reasonably protect the relevant trademark ownership, maintain fair competition, and stop infringement of others' trademark exclusive rights. behavior. China joined the Convention in 1984, according to the provisions of the Convention to give special legal protection to well-known trademarks, has become an important part of China's trademark legal work. Well-known trademarks in China (ChinaFam
2020
07-31