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Announcement on Participating in the Major Asset Reorganization of Tianshan Stock

Release time:

2021-05-20

Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2020-016

Zhejiang Jianfeng Group Co., Ltd.

Announcement

on Participating in Major Asset Reorganization of Tianshan Stock Company 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:

0.95336% of its registered capital). The company intends to participate in the major asset reorganization being planned by Xinjiang Tianshan Cement Co., Ltd. (hereinafter referred to as "Tianshan shares"), and convert all the shares of Southern Cement held by the company into shares issued by Tianshan shares. If the transaction is successfully implemented, the Company will no longer hold an equity interest in Southern Cement and will instead hold an equity interest in Tianshan shares.
1. Transaction Basic Information
(I) Transaction Overview
The Company currently holds 105 million yuan equity of Southern Cement, accounting for 0.95336% of its registered capital (hereinafter referred to as the target equity).
2020 On July 25, Tianshan shares disclosed the "Announcement on the Suspension of Trading on Planning for Major Asset Restructuring Matters", Tianshan shares and China Building Materials Co., Ltd. (hereinafter referred to as "China Building Materials") are planning major asset restructuring Related matters, Tianshan shares plans to issue shares to acquire the assets of China Building Materials Cement Plate (hereinafter referred to as "this transaction"), the underlying assets of the transaction include Southern Cement, a participating subsidiary of the Company.
In order to further optimize the company's asset structure, the company intends to participate in the planned major asset reorganization of Tianshan shares and the exchange of shares of Southern Cement and Tianshan shares.
(II) Board of Directors Deliberation
2020 On August 7, the company held the 15th meeting of the 10th board of directors by means of communication voting. All eight directors of the company participated in the meeting. After deliberation and voting, the board of directors deliberated and passed the matter with 8 votes in favor, 0 votes against and 0 abstentions.

(III) According to the Shanghai Stock Exchange's "Stock Listing Rules" and "Articles of Association" and other relevant regulations, the company's participation in the major asset reorganization of Tianshan shares is within the scope of the board of directors. The transaction is not a related party transaction of the company, nor does it constitute a major asset reorganization of the company as stipulated in the administrative measures for major asset reorganization of listed companies.

Basic Information of 2. Trading Parties

Basic Information of (I)

Tianshan Stock

, Enterprise Name: Xinjiang Tianshan Cement Co., Ltd.

, Enterprise Type: Other Joint Stock Co., Ltd. (Listed)

, Registered Address: baiyanggou Village, Dabancheng District, Urumqi City, Xinjiang

, Office Address: Tianhe Building 5 , No.

1256

, Hebei East Road, Urumqi City, Registration Date: 1998 11 18

, Legal Representative: Zhao Xinjun

, Registered Capital: 104,872.2959 yuan

, scope of business: development, production, sales and technical services of cement and related products; Import and export business of building materials products; Production and sales of commercial concrete; Mining, processing and sales of limestone and sandstone; Rental of houses and equipment; Financial consultation; Technical consultation; Cargo transportation agency; Loading, unloading and handling services; freight information, business information consultation; steel, rubber and plastic products, metal materials, metal products, water-based coatings, wires and cables, mechanical equipment, mechanical and electrical equipment, wood, stone, refractory materials, glass ceramic products, environmental protection equipment, hardware and electrical appliances, instruments Sales of meters, electronic products, digital products, electronic components, communication equipment; commodity purchasing agents; sales of industrial waste slag used in the production of limestone, cement and concrete; mining, processing and sales of gypsum; production and sales of cement products, cement clinker, pulverized coal slag and concrete aggregate; manufacturing, installation and maintenance of cement and commercial mixing equipment; import and export of general goods and technology. (Projects subject to approval according to law can only be operated with the approval of relevant departments)

, Tianshan Stock's actual controllers: China Building Materials Group Co., Ltd.

, Main Financial Indicators

Tianshan Stock's 2019 Annual Report and 2020 First Quarter Report Disclosure: audited by Tianzhi International Certified Public Accountants (Special General Partnership) (Tian Career Zi [2020] No. 5306), as of December 31, 2019, the total assets of the consolidated statement of Tianshan shares were 15.278 billion yuan, and the total owner's equity was 10.138 billion yuan. The owner's equity attributable to the parent company is 9.647 billion yuan; the operating income in 2019 is 9.688 billion yuan, the net profit is 1.829 billion yuan, and the net profit attributable to the owner of the parent company is 1.636 billion yuan.

As of 2020

, March , November, May , 31 , Tianshan Stock Co., Ltd. had consolidated assets of 154.43 .9 billion yuan, total owner's equity of 101.27 .1 billion yuan, and owner's equity of 96.17 of .3 billion yuan. 2020 1-3 July Consolidated operating income 5.35 .9 billion yuan, net profit -0.12 .1 billion yuan, net profit attributable to parent -0.30 .3 billion yuan. The above data is not audited. Basic Information of (II) Southern Cement

, Enterprise Name: Southern Cement Co., Ltd.

, Enterprise Type: Other Limited Liability Company

, Registered Address: shanghai Pudong century avenue

1600 20 Building 07-13 Room 4

, Office Address: Shanghai Pudong New Area Expo Museum Road

China Building Materials Building 8 Building 5

, Registration Date:

2007 09 April 05 6

, legal representative: Cao Jianglin

, registered capital:

1,101,363.3368 .74 million Yuan 8

, business scope: production of cement clinker, cement and its products, commercial concrete and its products, limestone (limited to subsidiaries and branches), research and development, sales, coal management, gypsum, electrical accessories, industrial equipment, chemical products (except dangerous chemicals, Monitoring chemicals, fireworks, civil explosives, precursor chemicals), refractory materials, cement packaging bags, labor protection products sales, investment in cement enterprises, software information technology services, project management services. (Projects subject to approval according to law can only be operated with the approval of relevant departments)

, the actual controller of Southern Cement: China Building Materials Group Co., Ltd.

Main Financial Indicators Southern Cement's 2019 Annual Report and 2020 First Quarter Report Disclosure: audited by Tianzhi International Certified Public Accountants (Special General Partnership) (Tian Career Zi [2020] No. 17648), as of December 31, 2019, the total assets of Southern Cement's consolidated statement were 85.812 billion yuan, and the total owner's equity was 29.528 billion yuan. The owner's equity attributable to the parent company is 27.299 billion yuan; the total operating income in 2019 is 66.968 billion yuan, the net profit is 5.951 billion yuan, and the net profit attributable to the owner of the parent company is 5.488 billion yuan.

As of March 31, 2020, the total assets in the consolidated statement of Southern Cement are 90.085 billion yuan, the total owner's equity is 30.978 billion yuan, and the owner's equity attributable to the parent company is 28.455 billion yuan; from January to March 2020, the total operating income is 9.17 billion yuan, the net profit is 1.451 billion yuan, and the net profit attributable to the owner of the parent company is 1.156 billion yuan. The above data is not audited. The main contents of the

3. transaction

Tianshan shares and China building materials are planning major asset restructuring related matters. Tianshan shares plans to issue shares to acquire the assets of China building materials cement plate. the target assets include all or part of the shares of China United cement group co., ltd., southern cement co., ltd., southwest cement co., ltd. and Sinoma cement co. 2

, the company plans to participate in the major asset reorganization of

Tianshan shares , and convert the shares issued by Tianshan shares with all 105 million yuan Nanfang Cement shares (accounting for 0.95336 of its registered capital ) . If the transaction is successfully implemented, the Company will no longer hold an equity interest in Southern Cement and will instead hold an equity interest in Tianshan. 3

, the valuation base date of the transaction is June 30, 2020, and the consideration for the transfer of the subject equity will be

determined based on the valuation results issued by the asset valuation agency and filed with the state-owned right unit . 4

and

The pricing benchmark date for the issuance of Tianshan shares in this transaction is the announcement date of the first board of directors resolution for Tianshan shares to consider the purchase of assets by this issue. The issue price is determined to be 13.38 yuan / shares according to the principle of not less than 90% of the average trading price of Tianshan shares in the 218 219 trading days before the pricing benchmark date. At the same time, in order to cope with the possible impact of the stock price fluctuations of listed companies caused by market and industry factors on the purchase of assets, the corresponding price adjustment mechanism has been formulated. 5 . The number of shares of Tianshan shares acquired by the Company in this transaction has not yet been determined, and will be calculated based on the final determination of the underlying equity transfer consideration and the issue price of Tianshan shares.

4. the impact of this transaction on the company

this time the company participates in the major asset restructuring of Tianshan shares with its equity in southern cement. if the

transaction can be successfully implemented

, it will be conducive to further optimizing the asset structure of the company. The company will acquire the newly issued shares of Tianshan shares and become a shareholder of Tianshan shares, which shall not be transferred within 12

months after the 237 of the issue. After the completion of the share issue, the company's participation in the major asset restructuring of Tianshan shares to enjoy the shares of Tianshan shares, such as bonus shares, transfer of share capital and other shares, also abide by the above-mentioned sales restriction period. If the company's commitment to the restricted period of the shares acquired based on its participation in the major asset restructuring of Tianshan shares is inconsistent with the latest regulatory opinions of the securities regulatory authorities, the company will make corresponding adjustments in accordance with the regulatory opinions of the relevant securities regulatory authorities.

5. Risk Tips

The major asset restructuring of Tianshan shares is still in the planning stage, the specific plan is still being demonstrated and improved, and the parties to the transaction still need to perform the necessary procedures and obtain the approval of the competent regulatory authority before it can be formally implemented, and there is still uncertainty as to whether it can be implemented. Please the majority of investors to pay attention to investment risk.

hereby announce

Zhejiang Jianfeng Group Co., Ltd.

Board of Directors

August 7, 2020

More information

Teachers and Students of Zhejiang Gongshang University Visit Peak Health

News from our newspaper On the morning of June 9, a group of 18 teachers and students from Zhejiang Gongshang University came to Jianfeng Health for a visit and discussion, and conducted research on the establishment of Zhejiang Gongshang University Food Industrialization Research Institute in Jinhua. The leader of this visit is Professor Song Guanglei from the School of Food and Biological Engineering, Zhejiang Gongshang University. The teachers and students are mainly from the School of Food and Engineering, specializing in food science, food safety, biochemical and biotechnology, focusing on extraction and separation, functional activity and The research of functional food, in addition to the professor of the Department of E-commerce of the School of Management Engineering and E-commerce. Chen Daiyou, general manager of Jianfeng Health, Li Wende, deputy general manager, and relevant personnel from R & D, quality management, administrative personnel and other departments attended the forum. Li Wende introduced the basic situation, technical production level, scientific and technological research and development characteristics of Jianfeng Health Company in the form of PPT, as well as the relevant policies of Jinhua Municipal Government on talent introduction. Chen Daiyou focused on the development vision of Jianfeng Health Technology and the construction of scientific and technological talents, and welcomed graduate students from the Industrial and Commercial University to join the team of Jianfeng Health after graduation. Professor Song Guanglei fully affirmed the software and hardware facilities and humanistic management of Jianfeng Health Company. He said that most of the teachers and students who came to visit this time were professional in line with the industry of Jianfeng Health Company. The two sides could carry out in-depth cooperation in product development, technology upgrading and talent reserve. Fourteen graduate students also introduced their respective situations and study and research directions. After the symposium, the teachers and students visited the health company's testing center, R & D laboratory and plant extraction workshop with great interest.

2020

07-31

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The construction of the micro-mall of Jianfeng Pharmacy is basically ready at present. On June 17, Shuangxi and Donglai chain stores took the lead in the trial operation of the micro-mall. At present, online consumption through computers and mobile phones has become a way of life in China. In particular, various software represented by WeChat covers more than 90% of smart phones, and has many functions such as information exchange and online payment. It is a new type of shopping system based on WeChat platform, using mobile Internet technology to realize the integration of online and offline marketing. At present, there are more than 1000 kinds of commodities on the shelves of the micro-mall of Jianfeng pharmacy, mainly OTC commodities of over-the-counter drugs, which are basically synchronized with pharmacies. Customers only need to pay attention to the public number of Jianfeng Pharmacy and enter the micro-mall to collect coupons through the "online drug purchase" on the public number page. They can find the required drugs on the mobile phone to purchase and pay for them. The delivery method can be delivered to the door or the store can pick them up by itself. The purchase of drugs through the micro-mall is not only convenient and fast, but also can reduce the phenomenon of queuing in the store. According to reports, the opening of the micro mall by the big pharmacy is to expand the new service model and provide more and better extended services to the masses. Prior to this, the WeChat public number of the large pharmacy has already made a useful attempt to push health information, and the operation of the micro-mall will further provide users with new channels for seeking medical advice. While further improving the micro-mall system, the large pharmacy will add "online pharmacists" and other service items to provide users with real-time consulting services such as medication guidance, drug purchase recommendation, health care knowledge and so on in the form of voice or text. (Tang Wenshu)

2020

07-31

Spike Health gets patent grants

Recently, Jianfeng Health Technology Company's invention patent "a low-temperature and low-pressure freeze-drying method for notoginseng chewable tablets" won a patent subsidy from Jinhua Science and Technology Bureau in 2017. In order to encourage invention and creation, promote independent innovation, promote the development of patented technology and products, and speed up the transformation of patent achievements, Jinhua Science and Technology Bureau gives invention patent subsidies to enterprises within its jurisdiction every year. Patent subsidies are declared once a year. After authorization, each domestic invention patent can receive a subsidy of 40000 yuan, including 20000 yuan in Jinhua City and 20000 yuan in the district. The invention patent of spike health "a low-temperature and low-pressure freeze-drying method of notoginseng chewable tablets" obtains notoginseng chewable tablets by washing, slicing and other pretreatment of fresh notoginseng main roots, then placing them in a vacuum dryer for vacuum freeze-drying. As the top high and new technology in the field of dehydration products, the whole freeze-drying process is carried out at low temperature, which avoids the quality deterioration reactions such as oxidation of active ingredients, destruction of volatile oil and other heat-sensitive substances in the traditional drying process. It can maximize the retention of various nutrients and active substances of medicinal materials and perfectly reproduce its initial type, color and taste, it has the characteristics of light weight, fast rehydration, convenient consumption and long storage period. The actual effect, appearance and color are basically the same as those of fresh Panax notoginseng. The effective ingredients are about 50% higher than those of products processed by traditional processes such as drying and drying. It is understood that the 2017 Jinhua patent subsidy of 20000 yuan obtained by Jianfeng Health is currently in place, and the application of patent subsidy in Wucheng District is in progress. (Xu Feng)

2020

07-31

Spike Health gets patent grants

2020

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Spike Health gets patent grants

2020

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Group Party Committee Signed Annual Responsibility Letter Secretary Jiang Xiaomeng Put forward Five Requirements

On May 27, the Party Committee of the Group Company held a branch secretary meeting to comprehensively review and summarize the Party building work of the Company in 2016 and sign the responsibility book for the management of Party building work objectives in 2017. At the meeting, Qin xuping, member of the party Committee of the group company and director of the party-mass work department, made a comprehensive summary of the company's party building work in 2016, put forward the 2017 work plan, and conveyed the "key points of party building work in the city's two new organizations in 2017" issued by the two new working committees of Jinhua municipal party Committee, and the spirit of the speech made by the relevant leaders of the municipal party Committee at the recent meeting of the city's two new working committee, this paper explains the "ten questions" of the two new grass-roots party organizations, the "ten questions" of Party members and some problems that need attention in the process of Party member development. Members of the party committee of the group company, secretaries of grass-roots party committees and branch secretaries expressed their views and conducted extensive exchanges on such topics as how to deepen the "two learning and one doing", further play the role of party organizations in the process of enterprise operation and management, and how to do a good job in organizational construction in 2017. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, on behalf of the party committee of the group, signed the 2017 party building work target management responsibility letter with the heads of the party organizations of various professional companies and directly affiliated enterprises. In his speech at the meeting, Jiang Xiaomeng said that the Politburo meeting of the CPC Central Committee held on the 26th reviewed and approved the "Decision on Amending the Regulations on the Inspection Work of the Communist Party of China" and other reports, which is a major measure to further implement the provisions of the party constitution and strengthen internal party supervision. Specific to the internal party building work of the enterprise, all cadres and party members should earnestly study relevant policies and documents, and earnestly understand the spirit of the central government

2020

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