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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

Chairman Jiang Xiaomeng Elected Chairman of Jinhua City Federation of Industry and Commerce was named "2016 Faith Good Wushang"

On January 4, the Jinhua Federation of Industry and Commerce held the sixth member congress. Jiang Xiaomeng, chairman of the group company, was elected as the chairman of the Jinhua Federation of Industry and Commerce at the meeting, and served as 20 "2016 Xinyi Good Wu Merchants" One of the commendations from relevant departments. Jinhua city leaders Zhao Guangjun, and military and civilian, Huang Jinchao, Chen Xiao, Shao Guoqiang, Xu Zhangcai attended the opening ceremony of the conference. Zhao Guangjun, Secretary of the municipal Party committee, congratulated the convening of the conference on behalf of the four groups of the city. He hoped that the Federation of industry and Commerce at all levels and the majority of non-public economic personages would unify their thoughts and actions to the deployment requirements of the plenary session of the municipal Party committee, further strengthen their confidence, grasp the general trend, forge ahead, always maintain the correct political direction, firmly promote the development of non-public economy, and make greater contributions to the rise of Zhejiang. At this meeting, Jiang Xiaomeng, chairman of the group company, was elected as the new chairman of the Jinhua City Federation of Industry and Commerce. Jiang Xiaomeng said in his speech that the Federation of Industry and Commerce is a bridge and link between the party and the government to connect with people in the non-public economy, an assistant to the government in managing and serving the non-public economy, and an important window for the interests of the broad non-public economy. it represents the fundamental interests of the broad non-public economy. In the next five years, the new Federation of Industry and Commerce will continue to enhance cohesion and influence based on service; give full play to the role of "guidance" and "bridge", and always maintain sensitivity to the new situation with advanced awareness and long-term vision, and pay close attention to domestic and foreign Industrial development trends and economic development trends, timely discover new situations, study new problems, and act as a bridge between the government and enterprises

2020

07-31

Compilation of Three-year Operation Plan Completed

After many discussions and revisions, the three-year business plan compiled by the group's subordinate enterprises was finalized in early December and compiled into a book. In order to continuously improve the company's core competitiveness and sustainable development capabilities, the group company completed the company's five-year development plan in 2013 after many discussions, and clarified the development concept of "cooperative innovation to strengthen the main business, standardize science and seek development", Put forward the role of cement as a base player and be a cost leader in the regional market; medicine is guided by scientific and technological innovation and a market leader in segmented fields. And on this basis, the specific strategic objectives and development direction are formulated. In the second half of this year, on the basis of the pilot medium-and long-term economic responsibility system of the International Trade Company and Jinhua Pharmaceutical Company, the company requires each industrial sector to prepare its own three-year business plan. This is not only one of the actions to implement the strategic plan of the group company, but also an extension of the development strategy of the group company. After full discussion and revision, the current three-year business plan has been compiled into a book, which will become the work guide for the company's professional companies and directly affiliated enterprises in the future. The preparation of medium and long-term development plans, so that the company's managers at all levels more clear about the future direction of development, to be able to develop work objectives and work plans with a long-term vision, to avoid short-sighted behavior in management, the work of the enterprise to do fine, solid, detailed, and at the same time more fully and effectively mobilize the enthusiasm of personnel at all levels. The company requires subordinate enterprises to do a good job in the publicity and implementation of the "three-year business plan" of the enterprise, and in the annual work objectives

2020

07-31

Compilation of Three-year Operation Plan Completed

2020

07-31

The staff qualification review is carried out in an orderly manner to set up new positions in the cement sector and develop channels.

Since the beginning of the 2016 qualification evaluation work of the group company in late November, it has been carried out in an orderly manner according to the established procedures. Compared with previous years, this year, according to the actual situation of the company, new cement plate job settings and development channels and other content. According to the provisions of the Company's Measures for the Administration of Staff Qualifications, the scope of application of the qualification assessment is for all employees of the Group's non-administrative position series, which is divided into three categories: management, technology and technical operation. Among them, the management and technical categories are divided into five grades, each with 2-4 grades; the mechanic operation category is divided into four grades, each with 2-4 grades. The Group Company establishes a qualification evaluation committee, which is responsible for guiding the evaluation of the qualifications of the Group Company, and conducting the evaluation of the qualifications of each department (office) of the Group Company and the qualifications of four levels and above within the scope of the Group Company; professional companies and directly affiliated enterprises establish an evaluation organization, which is responsible for the evaluation of the qualifications of the enterprise and subordinate enterprises at level 3 and below; the Human Resources Department of CNPC is responsible for organizing the review work and carrying out the transactional work of qualification management. Compared with previous years, the company has made a supplementary revision to the "Measures for the Administration of Employee Qualifications" this year, adding a "cement sector position setting and development channel", aiming at the actual situation and professional characteristics of the current two cement companies implementing job optimization, positions such as safety and environmental protection management, sales management, procurement, warehouse management, quality management, equipment maintenance (management), electrical maintenance (management), process operation, inspection workers, etc. are set up respectively, and different levels are divided, and corresponding evaluation standards are set. In accordance with the Management Measures, the post

2020

07-31

Compilation of Three-year Operation Plan Completed

2020

07-30

"Peak" was identified as China's well-known trademark

Recently, the Trademark Office of the State Administration for Industry and Commerce issued a document that the "Jianfeng" trademark held by Jianfeng Pharmaceutical Company was recognized as a well-known trademark. The main contents of the "Reply of the Trademark Office of the State Administration for Industry and Commerce on the Identification of" Jianfeng "Trademark as a Well-known Trademark" (Shang Standard Chi Zi [2016] No. 121) are as follows: according to the relevant provisions of the Trademark Law, the regulations for the implementation of the Trademark Law and the provisions on the identification and protection of well-known trademarks, after examination and research, it is recognized that the registered trademark of "Jianfeng" used by Zhejiang Jianfeng Pharmaceutical Co., Ltd. in category 5 of the International Classification of Goods and Services for Trademark Registration is a well-known trademark. The identification of the well-known trademark has effectively enhanced the brand value of the company, helped to improve the popularity of the company's products, and further strengthened the protection of the "peak" trademark. (Zhou Hengbin) News link: "well-known trademark" (Well-knownTradeMark), also known as well-known trademark, first appeared in the Paris Convention for the Protection of Industrial property signed in 1883. According to international and domestic intellectual property laws and regulations, the well-known trademark system is created to fully protect the legitimate rights and interests of well-known trademark owners. Its purpose is to reasonably protect the relevant trademark ownership, maintain fair competition, and stop infringement of others' trademark exclusive rights. behavior. China joined the Convention in 1984, according to the provisions of the Convention to give special legal protection to well-known trademarks, has become an important part of China's trademark legal work. Well-known trademarks in China (ChinaFam

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