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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

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.

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07-30

Yunnan Peak Starts Secondary Security Standardization Creation

On June 19, Yunnan Jianfeng cement company held a mobilization meeting to further implement the requirements of the State Council, Yunnan Province, Pu'er City and Simao District Safety Supervision Bureau on carrying out safety production standardization work, and deploy the secondary safety standardization work. At the meeting, Liu Shenghua, deputy general manager of Yunnan Jianfeng, read out the requirements and work arrangements for creating a secondary enterprise for safety production standardization. The representative of Yunnan superstar Safety Technology Service Co., Ltd., the evaluation unit of safety production standardization, explained in detail the relevant knowledge of safety production standardization consultation and evaluation for the participants, and explained the requirements, standards and other elements of safety production standardization work. Zhou Jiping, general manager of Yunnan Jianfeng, mobilized the establishment of secondary safety production standardization at the meeting, requiring all workshops and departments to prepare and report the data before the end of October, and both software and hardware meet the acceptance conditions, so as to complete the bid creation work by the end of the year. Through the mobilization meeting, the responsible persons of Yunnan Jianfeng and superstar companies and relevant personnel had in-depth exchanges, further unified their thinking, and improved Yunnan Jianfeng employees' understanding of safety production standardization. Everyone recognizes that carrying out safety production standardization work is not only to implement the spirit of a series of documents of the party and the country, but also a mandatory requirement of the government for enterprises, and it is also the need for the sustainable and healthy development of enterprises themselves. Through the development of safety production standardization, enterprises can be promoted to establish and improve the safety production responsibility system, improve the safety production management system, standardize the production operation behavior, investigate and control the hidden dangers of accidents, effectively control the sources of danger, make the production equipment and facilities meet the safety standards, and continuously improve

2020

07-31

Yunnan Peak Starts Secondary Security Standardization Creation

2020

07-31

Yunnan Peak Starts Secondary Security Standardization Creation

2020

07-30

The Company shall organize special operation safety management training

What kind of management process is needed for the special operation permit? How to manage the ticket of the special operation permit? What are the contents of the eight kinds of special operations?... On June 17, the safety committee of the group company organized a special lecture on safety production to conduct systematic and comprehensive training on the safety management knowledge of special operations. The trainer invited for this training is Ge Zhengliang, head of EHS (Environmental Environment, Health Health, Safety) of Zhejiang Prodbang Pharmaceutical Co., Ltd. He has many years of experience in enterprise safety production management and is also a well-known safety management expert in Jinhua region. He has participated in the enterprise safety and environmental protection inspection organized by Jinhua Safety Supervision Bureau for many times and has a certain understanding of the situation of major enterprises in the peak. In this lecture, Ge Zhengliang divided into four parts: division of special operation license scope, special operation license management process, special operation license ticket management, and eight major types of special operation contents. Combined with relevant laws and regulations and his own practical experience in safety production management, Ge Zhengliang explained in simple terms eight special operation situations such as hot work, hoisting, high place, temporary power consumption, open circuit, blind plate plugging, restricted space, etc, standardize the licensed business division, approval department, the places to be paid attention to in the approval management of each type of operation, the responsibilities of the relevant approval department, the matters needing attention in on-site operation, the approval process, ticket management and other knowledge, and make a detailed description of the relevant special operation contents according to the working characteristics of peak subordinate enterprises. In addition, he also shared the experience of special operation safety management of Plo Pharmaceutical.

2020

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Yunnan Jianfeng won the honor of "key leading enterprise in Pu'er City"

Recently, Yunnan Jianfeng Cement Company was awarded the honorary title of "2016 Pu'er Key Leading Enterprise" by the Pu'er Municipal Party Committee and Municipal Government. In recent years, according to the requirements of the group company's "three reductions and three improvements", Yunnan Jianfeng has focused on internal management and external market expansion, tried every means to reduce costs in production, timely controlled market trends in sales, and constantly refreshed various business indicators. While striving to create its own brand value, Yunnan Jianfeng always regards giving back to the society and serving local development as its own responsibility and obligation. Since the establishment of the company, Yunnan Jianfeng has actively responded to the government's call to support the construction of poor border areas and provide free cement to some poor people. Support the education construction in border areas and donate funds for students in need. At the same time, it has paid various taxes and fees on time in accordance with the law and has become a major profit and tax producer in Pu'er City for years. It has gradually grown from a new cement enterprise in Pu'er area to a leading enterprise in the cement industry. The honor of "key leading enterprises in Pu'er City in 2016" is the affirmation and recognition of Yunnan Jianfeng's work over the past few years by the local government and society. During the "Thirteenth Five-Year Plan" period, southwestern Yunnan is about to usher in an explosive stage of development. The construction of international railway projects, the construction of border expressway projects, the construction of airport projects and the construction of people's livelihood projects will all start this year. The acquisition of the honorary title of "Key Leading Enterprise in Pu'er City in 2016" will also provide strong support for Yunnan Jianfeng to strive for the right to supply these projects. (Li Yun)

2020

07-31

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