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
The Sixth Plenary Session of the 18th Central Committee of the Communist Party of China was held in Beijing from October 24 to 27. It reviewed and approved the "Several Guidelines on Political Life within the Party under the New Situation" and the "Regulations on Inner-Party Supervision of the Communist Party of China. On November 22, the party committee of the group company successively held party committee and branch secretary meetings to learn the spirit of the sixth Plenary session of the 18th CPC Central Committee and put forward requirements for organizational construction and party member management. At the branch secretary meeting, Jiang Xiaomeng, secretary of the party committee of the group company, preached the main contents of "some guidelines on Inner-Party political Life under the New situation" and "regulations on Inner-Party Supervision of the Communist Party of China. He pointed out that seeking truth from facts, integrating theory with practice, keeping close ties with the masses, criticizing and self-criticism, democratic centralism, and strict party discipline are the basic norms and working principles of inner-party political life accumulated by the Communist Party of China for several generations. In the new social environment, some party members and cadres have bred some unhealthy atmosphere, which has damaged the image and interests of the party, the Sixth Plenary Session of the 18th Central Committee of the Communist Party of China proposed to strengthen and standardize the political life within the party, take the party constitution as the foundation, adhere to the party's political line, ideological line, organizational line and mass line, strive to enhance the political, contemporary, principled and fighting nature of the party's political life, and strive to enhance the party's ability of self purification, self improvement, self innovation and self improvement, Efforts should be made to improve the party's leadership and governance level, efforts should be made to safeguard the authority of the Party Central Committee, ensure the unity and unity of the party, maintain the advanced nature and purity of the party, and strive to form a centralized, democratic and disciplined party in the whole party
2020
07-31
Jinxi plant environmental protection facilities through the completion of acceptance
On November 1, Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory successfully obtained the approval from Zhejiang Environmental Protection Department that the environmental protection facilities of the project passed the completion acceptance, and a key work of Jianfeng Pharmaceutical in 2016 came to an end. Jianfeng Pharmaceutical's annual output of 35 tons of cephalosporins, anti-tumor drugs and other raw material production lines and various preparation production lines technological transformation projects started construction in Jinxi Development Zone in October 2012 and were almost completed in September 2015. The construction of the project strictly abided by the "three simultaneous" system of environmental protection, conscientiously implemented the requirements in the environmental impact assessment report and its approval documents, and invested 19.34 million yuan in environmental protection facilities. The plant has basically realized the separation of clean and sewage. A new wastewater treatment system with a daily treatment capacity of 700 cubic meters and a "physical, chemical and biochemical" treatment process has been built, and an online monitoring device networked with the environmental protection department has been installed. All kinds of production wastewater, public works wastewater and domestic sewage are treated by the wastewater station and sent to Jinxi Sewage Treatment Plant for centralized treatment; there is an RTO regenerative incineration device of 10000 cubic meters per hour and a centralized treatment device of 4000 cubic meters per hour for chlorine-containing organic waste gas. All kinds of waste gas are discharged after collection and treatment. In October 2015, with the approval of Jinhua Economic and Technological Development Zone Branch of Jinhua Environmental Protection Bureau, the trial production of Jinxi project was carried out. After more than half a year of operation, in early July 2016, Zhejiang Environmental Monitoring Center Station carried out completion acceptance monitoring of environmental protection treatment facilities such as waste water and waste gas of Jinxi Pharmaceutical Factory, and issued a completion acceptance monitoring report of environmental protection facilities at the end of August.
2020
07-31
Jinxi plant environmental protection facilities through the completion of acceptance
On November 1, Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory successfully obtained the approval from Zhejiang Environmental Protection Department that the environmental protection facilities of the project passed the completion acceptance, and a key work of Jianfeng Pharmaceutical in 2016 came to an end. Jianfeng Pharmaceutical's annual output of 35 tons of cephalosporins, anti-tumor drugs and other raw material production lines and various preparation production lines technological transformation projects started construction in Jinxi Development Zone in October 2012 and were almost completed in September 2015. The construction of the project strictly abided by the "three simultaneous" system of environmental protection, conscientiously implemented the requirements in the environmental impact assessment report and its approval documents, and invested 19.34 million yuan in environmental protection facilities. The plant has basically realized the separation of clean and sewage. A new wastewater treatment system with a daily treatment capacity of 700 cubic meters and a "physical, chemical and biochemical" treatment process has been built, and an online monitoring device networked with the environmental protection department has been installed. All kinds of production wastewater, public works wastewater and domestic sewage are treated by the wastewater station and sent to Jinxi Sewage Treatment Plant for centralized treatment; there is an RTO regenerative incineration device of 10000 cubic meters per hour and a centralized treatment device of 4000 cubic meters per hour for chlorine-containing organic waste gas. All kinds of waste gas are discharged after collection and treatment. In October 2015, with the approval of Jinhua Economic and Technological Development Zone Branch of Jinhua Environmental Protection Bureau, the trial production of Jinxi project was carried out. After more than half a year of operation, in early July 2016, Zhejiang Environmental Monitoring Center Station carried out completion acceptance monitoring of environmental protection treatment facilities such as waste water and waste gas of Jinxi Pharmaceutical Factory, and issued a completion acceptance monitoring report of environmental protection facilities at the end of August.
2020
07-31
Jinxi plant environmental protection facilities through the completion of acceptance
On November 1, Jianfeng Pharmaceutical Jinxi Pharmaceutical Factory successfully obtained the approval from Zhejiang Environmental Protection Department that the environmental protection facilities of the project passed the completion acceptance, and a key work of Jianfeng Pharmaceutical in 2016 came to an end. Jianfeng Pharmaceutical's annual output of 35 tons of cephalosporins, anti-tumor drugs and other raw material production lines and various preparation production lines technological transformation projects started construction in Jinxi Development Zone in October 2012 and were almost completed in September 2015. The construction of the project strictly abided by the "three simultaneous" system of environmental protection, conscientiously implemented the requirements in the environmental impact assessment report and its approval documents, and invested 19.34 million yuan in environmental protection facilities. The plant has basically realized the separation of clean and sewage. A new wastewater treatment system with a daily treatment capacity of 700 cubic meters and a "physical, chemical and biochemical" treatment process has been built, and an online monitoring device networked with the environmental protection department has been installed. All kinds of production wastewater, public works wastewater and domestic sewage are treated by the wastewater station and sent to Jinxi Sewage Treatment Plant for centralized treatment; there is an RTO regenerative incineration device of 10000 cubic meters per hour and a centralized treatment device of 4000 cubic meters per hour for chlorine-containing organic waste gas. All kinds of waste gas are discharged after collection and treatment. In October 2015, with the approval of Jinhua Economic and Technological Development Zone Branch of Jinhua Environmental Protection Bureau, the trial production of Jinxi project was carried out. After more than half a year of operation, in early July 2016, Zhejiang Environmental Monitoring Center Station carried out completion acceptance monitoring of environmental protection treatment facilities such as waste water and waste gas of Jinxi Pharmaceutical Factory, and issued a completion acceptance monitoring report of environmental protection facilities at the end of August.
2020
07-30
Daye Jianfeng Safety Standard was awarded as the only award-winning enterprise in daye city in 2015.
Due to the achievements made in the establishment of secondary safety production standardization, daye peak cement company recently received a special award of 200000 yuan from daye municipal government. In order to encourage industrial and commercial enterprises in the region to improve their production safety, daye municipal government set up a special fund in 2015, stipulating that 200000 yuan will be awarded to those who pass the secondary safety standardization review before December 31, 2015. It is understood that among the industrial and commercial enterprises in daye city, there were 4 enterprises that applied for and passed the examination in 2015, but only daye peak passed the examination before December. Therefore, Daye Peak has become the only enterprise that has won the special award for the establishment of the safety standard in Daye City in 2015. (Ye Meifang)
2020
07-31
Two Cement Enterprises Start to Implement "Big Patrol Inspection"
With the change of the competition situation in the industry, the profit space of cement production enterprises has been greatly squeezed. Reducing costs and increasing efficiency and job optimization have become the inevitable choice to improve the enterprise's own development ability and enhance the core competitiveness. In accordance with the requirements of the group company to realize the transformation from extensive management to lean management, combined with the advanced experience of peer enterprises, recently, Yunnan peak, daye peak two enterprises have implemented "big inspection" to promote the overall optimization of posts. On November 1, daye peak post inspection officially started full operation, starting from the limestone storage yard at the source of the production line to the cement storage. the original 15 posts were merged, and the best experienced mechanics, electricians and post workers were transferred to form a large inspection class, which was mainly responsible for on-site emergency disposal and post routine maintenance to ensure the normal production of the whole production line. In order to ensure the smooth implementation of the large-scale inspection, daye peak management team has repeatedly communicated and discussed with the heads of relevant workshops and departments, and held a special workshop post optimization promotion meeting in September to clarify objectives and responsibilities, formulate implementation steps, and do a lot of preparatory work. At the kick-off meeting for the implementation of the large-scale inspection on October 31, Zhang Fengliang asked daye peak employees to recognize the current situation of serious cement overcapacity and cruel market competition, understand the necessity of implementing the large-scale inspection, and asked the workshop leaders to do a good job in training and guiding the employees, shorten the transition period, normalize the operation of the large-scale inspection as soon as possible, and at the same time, managers should also change their working ideas and concepts and do a good job in full-time, strengthen the inspection, overhaul and maintenance of the regular day shift, and find and solve the problems existing in the equipment and process in time.
2020
07-30