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Announcement on the Progress of the Company's Foreign Investment and the Entry into Force of the Agreement

Release time:

2020-08-05

Securities Code: 600668 Securities Abbreviation: Jianfeng Group Announcement No.: Pro 2019-005

Bond Abbreviation: 13 Peak 02 Bond Code: 122344

Zhejiang Jianfeng Group Co., Ltd.

Announcement on the Progress of the Company's Foreign Investment and the Effectiveness of the Agreement

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 shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Overview of 1. Foreign Investment

2018 December 29th , the 9th meeting of the 10th Board of Directors of Zhejiang Jianfeng Group Co., Ltd. (hereinafter referred to as "the Company") passed the "Proposal on the Company's Foreign Investment". The Company intends to invest 3166.73 yuan to acquire all 100 of the shares of Guizhou Huangpinggu Longmingchuan Cement Co., Ltd. (hereinafter referred to as "Guizhou Mingchuan Company" or "Target Company"). After the completion of the acquisition, Guizhou Mingchuan Company will become a wholly-owned subsidiary of the Company, and the Company intends to invest 0.1 billion yuan separately to increase the capital of the target company to 0.15 billion yuan of registered capital. The target company will continue to invest about 0.65 billion yuan to build a new dry cement production line with a daily output of 4500 tons of cement clinker (with waste heat power generation). On the same day, the Company signed the Equity Transfer Agreement with Luan Chunhua, Gao Zhimin and Sichuan Mingchuan Chengyu Electromechanical Equipment Co., Ltd., the former shareholders of Guizhou Mingchuan Company. For details, please refer to the Announcement on Foreign Investment of the Company (P.2019 -002) disclosed by the Company on January 3, 2019 . 2. Progress

(I) 2019# On February 26, 42, the Company (Party A) went through relevant handover procedures with Luan Chunhua, Gao Zhimin, Sichuan Mingchuan Chengyu Electromechanical Equipment Co., Ltd. (collectively referred to as Party B and former shareholders) and Guizhou Mingchuan Company (target company) and signed the Handover Settlement Agreement. The main contents of the agreement are as follows:

1 , Handover Basis

(1 ) A, B and the Subject Company signed the Equity Transfer Agreement on December 29, 2018 (hereinafter referred to as the "Equity Transfer Agreement");

(2 ) "Asset Appraisal Report" issued by Kunyuan Asset Appraisal Co., Ltd. (Kunyuan Appraisal Report [2018] No. 639) and "Audit Report" issued by Tianjian Certified Public Accountants Tianjian Audit [2018

] No. 7835

. 2 , handover reference date

The reference date for this handover is February 18, 2019 .

3 , Adjustment of Equity Transfer Payment

As of the handover reference date, Party B has not handed over your HBD *** vehicle under the appraisal report, and the appraisal value of the vehicle is 55630 yuan. According to the provisions of the Equity Transfer Agreement, the adjusted amount of assets not transferred this time is 55630 yuan, so the equity transfer amount after this transfer is adjusted to 31.61157 million yuan.

4 , Suspended Payment

In view of the fact that some handover matters need to be further completed, Party B agrees that Party A shall suspend payment of 3 million yuan in the first batch of payment under Article 3.2.1 of the Equity Transfer Agreement. On the premise that Party B completes all handover matters on schedule and does not reduce the rights and interests of the subject company, Party A agrees to pay the deferred payment. If Party B fails to complete all the handover matters on schedule, Party A has the right to continue to withhold the payment until all the handover matters are completed. The expenses incurred in order to complete the transfer shall be borne by Party B, and if the subject company has paid or advanced, Party A shall have the right to deduct from the deferred payment, and if the deduction is insufficient, it shall continue to recover in accordance with the relevant provisions of the Equity Transfer Agreement.

As of the (II) announcement date, all the shares of the target company held by the original shareholders have been transferred to the company and the industrial and commercial change registration procedures have been completed. The company has already held 100 shares of the target company.

At this point, the conditions for the entry into force of the Equity Transfer Agreement entered into between the Company and the original shareholders and the Subject Company on December 29, 2018 have been met and the Agreement has come into effect.

At present, the Company is in the process of increasing the capital of the target company and promoting the construction of the project. The company will be in accordance with the requirements of laws and regulations, timely disclosure of progress. Investors should pay attention to investment risks.

3. Reference Document

, Handover and Settlement Agreement

2 , Business License, Industrial and Commercial Registration Data

This is to announce

Zhejiang Jianfeng Group Co., Ltd.

Board of Directors

February 27, 2019

More information

Inferior spikes do this

In the eastern corner of the production area of Jianfeng Health Technology Company, there is a very inconspicuous building. From below, only a few pipes of uneven thickness can be seen on the top and the slogan "Focus on Environmental Protection and Promote Sustainable Development" with red letters on the yellow background on the stainless steel guardrail. Walking up, you can only see several closed pools and a small room with stacks of documents, test tubes, glass bottles and other testing tools on the table. This is the peak and healthy sewage treatment station. The production sewage of the whole factory area is concentrated here. After adjustment (PH adjustment), pre-acidification, anaerobic, anoxic, aerobic (aeration), precipitation and other links, it is discharged into the pipe network after reaching the special discharge standard. Yin Zhiwu, executive deputy general manager of Jianfeng Health, said that because the sewage treatment station in Wucheng District has not yet been built, Jianfeng Health has not yet been able to achieve pipe discharge, and the relevant national laws have strict requirements on the discharge of water pollutants from the extraction pharmaceutical industry. Sewage discharge must reach a special discharge limit, that is, chemical oxygen demand (COD) must be less than 50 mg/L. Enterprise development and environmental protection are both the concept of peak health since its establishment. In March this year, on the basis of the original environmental protection facilities, Jianfeng Health carried out technical renovation of waste gas collection and treatment facilities, and at the same time installed a sealing cover on the sewage treatment station to realize the closed collection of waste gas. Since the trial operation of this facility in mid-May, the overall effect has been obvious. The original treatment tank would emit an unpleasant smell during work, but now the smell has been significantly reduced. Compared with the young enterprise of peak health, the relatively "older" peak pharmaceutical has more experience in sewage treatment and environmental protection. Akihama

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News from our newspaper On May 19, the on-site meeting of Jianfeng Group's 2016 Annual General Meeting of Shareholders was held in Conference Room 314 of Jianfeng Building to deliberate and pass the "2016 Annual Report on the Work of the Board of Directors" and other proposals. The meeting was convened by the board of directors of Jianfeng Group and chaired by Chairman Jiang Xiaomeng. A total of 6 shareholders and proxies attended the meeting, and the total number of voting shares held by them was 55,604,815, accounting for 16.16 of the total voting shares of the company. Some directors, supervisors and secretary of the board of directors of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates. The meeting was held and voted on by a combination of on-site voting and online voting, it deliberated and passed nine proposals, including the 2016 Work Report of the Board of Directors, the 2016 Work Report of the Board of Supervisors, the 2016 Financial Final Accounts Report, the 2016 Profit Distribution Proposal, the Proposal to Hire the Company's 2017 Audit Institution, the Proposal to Provide Guarantee to Holding Subsidiaries, the 2016 Annual Report and its Summary, the Election of Mr. Huang Sujian as Director of the Company and the Election of Mr. Chen Tianci as Supervisor of the Company. (Zhou Hengbin)

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Jianfeng Pharmaceutical Won Advanced Collective of Municipal Red Cross Humanitarian Promotion Award

On April 24, the Red Cross Society of Jinhua issued a circular commending the advanced units and individuals of the 2016 Red Cross Humanitarian Promotion Award. Peak Pharmaceutical Company won the Red Cross Humanitarian Promotion Award for Advanced Collective. The Red Cross is a social relief organization engaged in humanitarian work, with the purpose of carrying forward the spirit of humanity, fraternity and dedication, protecting human life and health, and promoting the cause of peace and progress of mankind. As a socially responsible enterprise, Jianfeng Pharmaceutical has always attached importance to public welfare and charity work, vigorously promoted the spirit of the Red Cross, and vigorously supported the work of the Red Cross with practical actions. In September 2016, at the theme publicity activity of "World First Aid Day" and the opening ceremony of the municipal Red Cross emergency rescue station (point), Huang Jinlong, deputy general manager of the group company and general manager of the pharmaceutical company, donated 6 AEDs known as "life-saving artifact" to the Red Cross on behalf of Jianfeng Pharmaceutical, it is equipped with six Red Cross emergency rescue service stations (points), namely, Jinhua high-speed railway station, sports center, cultural center, Shuanglong scenic spot, Siping village scenic spot and Suoyuan village scenic spot. The configuration of AED equipment has played a very good role in improving the emergency rescue capacity of Jinhua's key locations, and has been affirmed by the Red Cross and related units. (Spike Pharmaceuticals)

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On April 7, a Boeing 737-700 aircraft of China Eastern Airlines Yunnan took off from Kunming. After completing two flight test subjects, it landed safely at Lancang Jingmai Airport. This not only marked the basic completion of the airport flight area, The official start of the test flight also marked that the "Peak" brand airport runway cement passed the first "final exam". Lancang Jingmai Airport is a major project with milestone significance in the history of Pu'er transportation construction. Since then, an air corridor connecting southwest Yunnan and Southeast Asia has been added between Kunming and Pu'er, which will greatly promote the development and utilization of tourism resources in Lancang, Menglian and Ximeng "Pu'er Green Triangle" area, and promote the sustainable development of local economy and society; it is of great significance to strengthen the city's national defense construction, maintain border stability, promote national unity, improve emergency rescue capabilities, and promote Pu'er's integration into the country's "Belt and Road" construction. Since the start of the construction of the airport, Yunnan Jianfeng has been paying close attention to it, organizing technical research and repeated tests, and finally produced high-quality airport runway special cement, and with excellent product quality, superior product performance and high-quality service, it has become a runway for Lancang Airport. Cement manufacturer. This not only fills the gap of "peak" airport special cement, but also is of great significance to promote the "peak" brand and improve the market influence of enterprises. It is understood that Jingmai Airport is initially confirmed to be officially opened to traffic at the end of May. (Li Liangping)

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