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Announcement on the progress of participating in the major asset restructuring of Tianshan shares

Release time:

2021-05-20

Securities Code: 600668 Securities Abbreviation: Jianfeng Group No: pro 2021-004

Zhejiang Jianfeng Group Co., Ltd.

Announcement on Progress in Participating in Major Asset Reorganization of Tianshan Stock Exchange

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 .

Important Content Note:

Transaction Brief Content: Zhejiang Jianfeng Group Co., Ltd. (hereinafter referred to as "the Company") intends to participate in the major asset restructuring of Xinjiang Tianshan Cement Co., Ltd. (hereinafter referred to as "Tianshan shares"). The Company currently holds 0.95336 equity of Southern Cement Co., Ltd. (hereinafter referred to as "Southern Cement") (corresponding to the amount of capital contribution in the registered capital is ,10,500 yuan). The equity is valued at ,46,528.909270 yuan. Tianshan shares plans to purchase the equity by issuing shares to purchase assets. If the transaction is successfully implemented and the issue price of Tianshan shares is not adjusted, the Company will hold 34,774,969 shares issued by Tianshan shares and will no longer hold an equity interest in Southern Cement upon completion of the transaction.
Basic Information of 1. Transaction

Tianshan Co., Ltd. and China Building Materials Co., Ltd. (hereinafter referred to as "

China Building Materials " ) are planning matters related to major asset restructuring, tianshan shares to issue shares and pay cash to purchase China Building Materials and other entities held by China Union Cement 49 100% 50 and Sinoma Cement 51 100% 52 equity, Southwest Cement 53 95.71659% 54 equity, Southern Cement 55 99.92736% 56 equity. The Company now holds 0.95336 equity interest in Southern Cement , corresponding to the amount of contribution in the registered capital of Southern Cement 10,500 yuan (hereinafter referred to as: the underlying equity). 2020 8 7

, the 10th board of directors of the company made a resolution at the

thth meeting. in order to further optimize the company's asset structure, the company plans to participate in this major asset reorganization of Tianshan shares. For the above matters, please refer to 2020 8 March 10 Japanese company disclosed on the website of Shanghai Stock Exchange (http //:www.sse.com.cn/ ) Lin 2020-015 "Announcement on Resolutions of the 10th 15 Board of Directors" and Lin 2020-016 "Announcement on Participation in Major Asset Reorganization of Tianshan Shares". Progress of 2. Transaction 2021 March January 2 , the Company (Party B) and Tianshan Shares (Party A) signed the Supplementary Agreement on Issuance of Shares to Purchase Assets. The main contents of the

agreement are:

(I) the transfer of the underlying equity to

price

for the purpose of this reorganization, waukeson (Beijing) International Asset Evaluation Co., Ltd. issued the Asset Evaluation Report of Xinjiang Tianshan Cement Co., Ltd. to Issue Shares to Purchase Assets Involving All Equity Value of Shareholders of Southern Cement Co., Ltd. (hereinafter referred to as "Asset Evaluation Report") numbered [Waukeson Evaluation Word (2020 ) No. 1581 ], which has been filed by SASAC of the State Council. According to the appraisal results, the value of all shareholders' equity of Southern Cement

4,880,498.55 .07 million yuan, on the basis of which the transfer price of the Company's underlying equity is

46,528.909270

.09 million yuan. Number of Shares Acquired by (II) 1 . Both parties confirm and agree that the number of shares issued by Party A to Party B for the acquisition of the underlying equity held by Party B is 34,774,969 shares. The final number of shares issued to Bank shall be subject to the number of shares approved by the CSRC as accurate as

. If Party A has ex-rights and ex-dividend events such as dividend, share gift, share allotment, capitalization of capital reserve, etc. during the period from the pricing base date of the shares issued for the purchase of assets, the issue price of shares shall be adjusted in accordance with the relevant rules of the 124 Securities Regulatory Commission and the 125 Shenzhen Stock Exchange and the Agreement on Issuing Shares to Purchase Assets, and the number of shares issued shall be adjusted accordingly.

3 . If Party A's authority decides to adjust the issue price of the shares for the purchase of assets in accordance with 's "Agreement on the Purchase of Assets by Issuance of Shares" , the number of shares to be issued will be adjusted accordingly according to the adjusted issue price.

The profit and loss during the (III) period belongs to

, and the company that 142 the 147 index of "profit and loss realized during the transition period of (merger caliber ) " stipulated in the share issuance and asset purchase agreement

belongs to the owner's equity of the parent company due to profit, loss or other reasons during the restructuring transition period (merger caliber, the same below) increases

decreases

2 and "the profit / loss (consolidated caliber) realized by the target company during the restructuring transition period" as stipulated in the of the share issuance and asset purchase agreement adjusted to "the increase in the owner's equity attributable to the parent company due to profit, loss or other reasons / decrease" , that is,

the subject company's increase in equity attributable to owners of the parent company due to profit, loss or other reasons during the restructuring transition period

/ decrease, by the original shareholders of the subject company before the restructuring to enjoy /. 3 . If the period profit and loss arrangement of stipulated in the Share Issuance Purchase Agreement and this supplementary agreement is not consistent with the regulatory opinions of the securities regulatory authorities, the two parties agree to make corresponding adjustments in accordance with the regulatory opinions of the relevant securities regulatory authorities. The entry into force of (IV) agreement and other 1 , this supplementary agreement shall be established after both parties sign and affix (enterprise legal person affixes its official seal and its legal representative or authorized representative signs

)

, Effective on the date on which all the conditions for entry into force agreed upon in the Share Purchase Agreement have been fulfilled or satisfied.

. If the securities regulatory agency raises questions about the underlying equity and whether Party B meets the conditions or qualifications of the issuing object during the review of this reorganization, Party B should actively communicate and explain with the securities regulatory agency about this. In the case that Party B does not communicate and explain with the securities regulatory agency, or the securities regulatory agency still does not approve it after communicating and explaining, party B agrees to waive participation in this reorganization. Under such circumstances, neither party shall be deemed to have breached the Agreement on Issuance of Shares for Purchase of Assets and the termination of this Supplemental Agreement;

Party B agrees to

China Building Materials

and other shareholders of the Subject Company to transfer their shares in the Subject Company to Party A in this reorganization, and waives their preemptive right to the aforementioned transferred shares, and cooperate with the

China Building Materials and other shareholders of the subject company to transfer their shares in the subject company to Party A's equity change registration procedures . 3. the impact of this transaction on the company

this time the company participates in this major asset reorganization of Tianshan shares with its shares in southern cement. if the transaction can be successfully implemented and the issue price of Tianshan shares is 13.38

yuan / shares are not adjusted, the company will hold ,774,969 shares issued by Tianshan shares of listed company after the transaction is completed. 206, and no longer hold shares in Southern Cement, which will help to further optimize the company's asset structure; And it is expected to increase the investment income of the current period of transaction completion by 3.6 by .9 billion yuan (excluding relevant transaction taxes). If calculated at the income tax rate of 25%

, it is expected to increase the net profit of the current period of transaction completion by about

2.7 by

.3 billion yuan.

4. Risk Tips The major asset restructuring plan of Tianshan shares still needs to be reviewed by Tianshan shares and China National Building Materials shareholders meeting, and can be formally implemented only after approval by relevant regulatory agencies. There are still uncertainties about whether it can be implemented, issue price, and issue quantity. Investors are advised to pay attention to investment risks. The company will be in accordance with the relevant provisions of the timely disclosure of follow-up progress. hereby announce

Zhejiang Jianfeng Group Co., Ltd.

Board of Directors

March 3, 2001

More information

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