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 December 30, the group company held a special study meeting. Members of the group's party committee and management team concentrated on learning the spirit of the central economic work conference and the Zhejiang provincial party committee economic work conference. From December 16 to 18, the annual Central Economic Work Conference was held in Beijing, which made it clear that in 2021, "we should continue to implement a proactive fiscal policy and a prudent monetary policy, maintain the necessary support for economic recovery, be more accurate and effective in policy operation, do not make sharp turns, and grasp the effectiveness of the policy. It is necessary to make good use of the precious time window, concentrate on promoting reform and innovation, and take high-quality development as the general tone of the 14th five-year Plan. It is proposed to strengthen the national strategic scientific and technological strength, enhance the independent and controllable ability of the industrial chain supply chain, adhere to the strategic basis of expanding domestic demand, and comprehensively promote reform and opening up. On the 25th, the Zhejiang Provincial Party Committee Economic Work Conference was held in Hangzhou to make specific arrangements for the economic development of Zhejiang Province in 2021. At the study meeting, Jiang Xiaomeng, secretary of the party committee and chairman of the group company, together with the leaders attending the meeting, analyzed and studied the key issues raised at the economic work conference of the central and Zhejiang provincial party committees one by one. In his study and discussion, Jiang Xiaomeng stressed that the current neo-coronary pneumonia epidemic is still spreading around the world, the world economy is in a deep recession, the risk of strong stimulus policies in developed countries has spilled over, the global industrial chain supply chain cycle has been blocked, and international trade and investment have shrunk; major strategic achievements have been made in the prevention and control of the domestic epidemic, and the economy has recovered steadily, but there is still greater uncertainty of instability. China has turned to the stage of high-quality development, the economy has been improving for a long time, the development resilience is strong, and the overall social situation is stable. At the same time, the problem of unbalanced and inadequate development in China is still prominent, the reform task of key links in key areas is still arduous, and the innovation ability is not suitable; at present and in the future, China's development is still in an important period of strategic opportunities, but there are new development and changes in opportunities and challenges, we are accelerating the construction of a new development pattern with the domestic cycle as the main body and the domestic and international double cycle promoting each other. The economic work conference of the Central Committee and the Zhejiang provincial Party committee has set the tone and pointed the way for the future development of enterprises. Party organizations at all levels and enterprise management teams should seriously organize and study, deeply understand the spirit of the conference, correctly understand and judge the future policy direction and industry trend, scientifically plan the work of the new year in combination with the actual work of the enterprise, and promote the better development of the enterprise. (this newspaper reporter)
2021
01-04
A few days ago, Tianjin Jianfeng Flanders Company successfully passed the national high-tech enterprise re-identification review work, and once again joined the ranks of high-tech enterprises after the transformation of the enterprise. The original development orientation of Flanders is pharmaceutical excipients, which belongs to the biomedical industry supported by the state. Its products are mainly aimed at major pharmaceutical factories, with clear product standards and strong technical pertinence, so it has been recognized as a national high-tech enterprise for a long time. Starting from 2019, Flanders has embarked on an industrial transformation in the direction of healthy functional foods. The food industry has a variety of products and serves a wide range of people. Enterprises need to come up with products with unique value in order to be accepted and recognized by the market. The difficulty of identifying high-tech enterprises has also increased accordingly. In order to do a good job in the application evaluation of high-tech enterprises, Flanders, in addition to further combing the achievements of previous technological innovation, has also adjusted and established a high-level R & D team on the basis of establishing postdoctoral workstations in cooperation with Shenyang Pharmaceutical University and Tianjin University of traditional Chinese Medicine, and strengthened technological innovation and intellectual property protection in the direction of new industries. For more than a year, Flanders has successfully transformed, produced and put on the market a number of small molecule functional foods and special dietary products such as Huizhi Gold Drink. In order to further accelerate the pace of development in the health food industry, Flanders has successively joined the Tianjin Health Association, Tianjin Food Safety Association and other food industry organizations; and with the strong support of the Tianjin Association for Science and Technology, it began to prepare for the establishment of the Tianjin Medical and Health Society Health Industry Professional Committee. National high-tech enterprises identified once every three years. The person in charge of Flanders said that the company is currently in a critical period of development and transformation. The identification of high-tech enterprises is not only the recognition of the work of Flanders in the past two years by the competent authorities and the industry, but also will provide assistance to the future development of the company. In the future, Flanders will further increase its scientific research efforts, continue to develop and create new products with high-tech content, and make more contributions to public health. (Liu Hairong)
2020
12-22
On the afternoon of December 2, Sang Weiliang, secretary of the Qiandongnan Prefecture Party Committee of Guizhou Province, Wu Ming, deputy director of the Standing Committee of the State People's Congress, Long Zaichong, deputy secretary-general of the State Party Committee, and the main party and government leaders of Huangping County visited Huangping Jianfeng Cement Co., Ltd. to investigate and investigate, and preach the spirit of the Fifth Plenary Session of the 19th Central Committee of the Party. After visiting and understanding the company's production process, Sang Weiliang said happily: "I am very satisfied with the construction of a modern, clean and standardized cement production line in such a short period of time!" At the peak of Huang Ping, Sang Weiliang conveyed and preached the main contents of the spirit of the Fifth Plenary session of the 19th CPC Central Committee. He pointed out that governments at all levels in Qiandongnan Prefecture should thoroughly study and implement the spirit of the Fifth Plenary session of the 19th CPC Central Committee, earnestly implement the decisions and arrangements of the plenary session, focus on the main line of high-quality development, firmly grasp industrial projects, pay close attention to industrial economy, fully promote high-quality economic and social development, and strive to start a new journey of socialist modernization. We should persist in promoting the "four wheels" of new industrialization, we should pay close attention to the industrial economy, accelerate the transformation and upgrading of industrial industries, improve quality and efficiency, and strive to promote high-quality development and achieve stability and long-term development. During the investigation, Hu Hongwei, general manager of Huang Ping Jianfeng, introduced the basic situation of Jianfeng Group and Huang Ping Jianfeng to the state and county leaders, and focused on the equipment and process advantages of the production line, production process, production process, product quality control indicators, as well as various consumption indicators and emission indicators at the leading level in China. He also reported some problems and difficulties encountered after the formal operation of the enterprise. In view of the deficiencies in road traffic construction in Huangping County, Sang Weiliang asked the transportation department to strengthen communication, report and docking, strive for relevant support, do a solid job in the "14th Five-Year Plan" transportation development plan, further improve the road network connection and improve the transportation system, and provide strong support for the development of advantageous enterprises in Huangping Jianfeng and other regions. Sang Weiliang and his party also conducted in-depth research in the production workshop, checked the operation of the production line, and talked with the line staff. At the end of the investigation, he highly affirmed the construction and production work of Huang Ping Jianfeng for more than a year. The development of enterprises must take the road of sustainable development. It is necessary to ensure product quality and take into account the local ecology in order to develop in a long-term and sustainable manner. Sang Weiliang hopes that the Huangping County Government will do its best to ensure service, firmly establish a sense of service, and actively serve the enterprise. Serve, sincerely solve practical difficulties for the enterprise, create a good business environment, and help the enterprise achieve better development; also hope that Huang Ping Jianfeng will continue to play a pioneering role, jointly promote the high-quality economic and social development of Huangping County. (Pan Yi)
2020
12-22
Beirunning won the "13th Five-Year Chinese Medical Science and Technology Iconic Achievement" Award
From December 8 to 11, under the guidance of China Pharmacists Association, China over the counter drug Association and China Medical Education Association, the "2020 national pharmaceutical economic information conference and rice room annual meeting" sponsored by punctuation information (Group) was held in Guangzhou. During the event, the authoritative professional media of Chinese medicine, "Pharmaceutical Economics", released the list of "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" and awarded the honorary certificate. The peak pharmaceutical product Berunning (Olopatadine Hydrochloride Eye Drops) is among them. Great changes have taken place in China's pharmaceutical industry during the 13th Five-Year Plan period. Drug review reform, consistency evaluation, volume procurement and other heavy policies in-depth promotion, driving the pharmaceutical industry innovation and upgrading. Chinese pharmaceutical leading enterprises take advantage of the trend, devote themselves to the development of new drugs, actively promote international registration, expand the international market, carry out international mergers and acquisitions, in the world life science stage blooming Chinese style. Lin Jianning, director of the Southern Institute of Pharmaceutical Economics of the State Drug Administration, combed the current operation of the pharmaceutical economy in detail and led the delegates to think deeply about the new changes in the pharmaceutical market in 2021. The industry authoritative media "Pharmaceutical Economic News" sponsored by the Southern Institute of Pharmaceutical Economics released the "13th Five-Year China Pharmaceutical Science and Technology Iconic Achievements" list during the event. The selection of this award aims to explore the scientific and technological achievements of China's pharmaceutical industry during the 13th five-year Plan period from the dimensions of scientific and technological innovation, clinical efficacy, market share and industry influence, so as to help transform pharmaceutical scientific and technological achievements. to help China move from a big pharmaceutical country to a pharmaceutical power. Pinnacle Pharmaceuticals' product, Berunning, is on the list. Berunning is the first eye drops to pass the consistency evaluation in China, and by virtue of its antagonistic histamine H1-receptor, stable mast cell two-way anti-allergy unique efficacy has been widely concerned. Beirunning in the treatment of children with allergic conjunctivitis has good effect, fast curative effect, will not cause significant mast cell degranulation, so the use of more safe, and almost no adverse reactions to the eye tissue, is the current treatment of allergic conjunctivitis an ideal drug. Since its launch in 2019, Berunning has received unanimous recognition and praise from domestic ophthalmologists. (Xu Yuting)
2020
12-22
On December 15, Xing Zhihong, deputy secretary of the Jinhua Municipal CPC Committee and acting mayor, accompanied by Cai Yan, secretary of the Wucheng District CPC Committee, Huang Guojun, and other leaders, visited the company for research, discussed and exchanged views with the company's management team, and put forward hope for the future development of Jianfeng as a leading enterprise in Jinhua City. Jiang Xiaomeng, chairman of the group company, introduced to Xing Zhihong and his party the development strategy, industrial layout, business performance in recent years, scientific and technological innovation, management innovation, as well as the work in charity, poverty alleviation and so on, which was fully affirmed by Xing Zhihong. Xing Zhihong said in the exchange that the peak is Jinhua's landmark enterprise and Jinhua's pride. It is not easy to stick to the industry for many years. Peak has a clear strategic direction and policy, and its good business performance in recent years has fully proved the courage and foresight of the management team. In view of the current situation that the pattern of economic competition at home and abroad is undergoing tremendous changes and the country's increasing requirements for environmental and ecological development, Xing Zhihong hopes that in the future work, Jianfeng will unswervingly follow the path of innovation and development, further increase investment in innovation and research and development, and further promote Green environmental protection production sets an example for Jinhua enterprises. He also hopes that the peak can "lay out the golden industry in the golden area", not only the enterprise itself through technological innovation to achieve high-quality development, but also further lead the upstream and downstream industries, attract potential and competitive enterprises to invest in Jinhua, forming a cluster effect. The municipal party committee and municipal government will also actively study and introduce better support policies to further optimize the business environment, so that enterprises can do a good job in production and operation without distractions, so that Jinhua can form a better industrial ecology. (this newspaper reporter)
2020
12-22