Jianfeng Group Pro 2017-018 (Announcement of Resolution of 14th Session of 9th Board of Directors)
Release time:
2020-08-05
Securities Code: 600668 Securities Abbreviations: Jianfeng Group No.: Pro 2017-018
Bond Abbreviations: 13 Peak 01 Bond Code: 122227
Bond Abbreviations: 13 Peak 02 Bond Code: 122344
Zhejiang Jianfeng Group Co., Ltd.
Ninth Session 14 Board Resolution Announcement
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 .
1. Board Meeting
(I) The convening and convening of this board meeting complies with relevant laws, regulations and the relevant provisions of the company's Articles of Association.
(II) 2017# On July 26, 38, the company issued the notice of this board meeting by telephone, fax, e-mail and personal delivery.
(III) 2017# On August 2, 42, the board meeting was held by means of communication voting.
(IV) 9directors who should attend this board meeting and 9 directors who actually attended the meeting.
2. the deliberation of the board meeting1
, and passed the "Proposal on Related Party Transactions for Equity Reorganization in Shanya South"
. The board of directors deliberated and passed the proposal, agreeing to carry out equity restructuring of Hangzhou Shanya South Cement Co., Ltd. (hereinafter referred to as "Shanya South"). Mr. Jiang Xiaomeng, an affiliated director of
, avoided voting on the motion.Voting result: 8
votes in favor, 0 votes against and 0 abstentions.
For details, please refer to the Announcement on Related Party Transactions on the Equity Reorganization of Shanya South (P.2017 -019).
The independent directors of the Company considered the matter in advance and concluded that theconnected transaction was essentially intended to reduce the corporate hierarchy and improve operational efficiency. The relevant information on the related party transaction is complete. The price of the related party transaction is based on the book value of the long-term equity investment of Southern Peak in Shanya South as contained in the audit report of Tianzi International Certified Public Accountants (Tiangong Zi [2017]9406 ), which is qualified to practice securities. The transaction amount is calculated according to the proportion of shares of Southern Peak respectively held by Peak Cement and Jinhua South. The price of the transaction is fair and reasonable. After the completion of the transaction, the overall interest of the transferee will remain unchanged. The related party transactions above
did not harm the interests of the company and its shareholders, and agreed to submit the above proposal to the 14thth meeting of the ninth board of directors of the company for deliberation.
The Audit Committee of the Board of Directors issued an audit opinion on the matter: it is of the opinion that (1) the relevant information on the related transaction is complete and the management of the Company has conducted comprehensive communication with us. The price of the equity transaction is fair and reasonable, and the transaction follows the principle of openness and fairness. (2 ) The equity transfer of this connected transaction is essentially an equity restructuring implemented to reduce the corporate hierarchy and improve operational efficiency, with Peak Cement and Southern Peak, a subsidiary of Golden South China, transferring the equity held by them, and the transferee parties determining the amount of equity transfer based on the same valuation basis and in proportion to the equity of Southern Peak. After the completion of the reorganization, the overall interest of the transferee remains unchanged. (3) This connected transaction was conducted in strict accordance with relevant legal procedures, in compliance with relevant laws and regulations and the relevant provisions of the Articles of Association, and there was no harm to the interests of the Company or shareholders. The Committee agrees to this related transaction.
The independent directors of the Company expressed their independent opinion on the resolution and concluded that:(1) the price of the connected transaction was fair and reasonable and there was no harm to the interests of the Company and its shareholders. It is conducive to optimizing the equity structure of the company's long-term equity investment, reducing the shareholding level and improving the operational efficiency of the enterprise. (2) The amount of this related party transaction is 62,099,765 yuan, which does not exceed 5% of the absolute value of the company's latest audited net assets. It needs to be submitted to the company's board of directors for deliberation, and does not need to be submitted to the general meeting of shareholders for deliberation. The proposal was reviewed and approved at the 14th meeting of the ninth board of directors of the company. The related director Jiang Xiaomeng avoided voting. The review and voting procedures were legal and effective, and met the requirements of the "Articles of Association" and other laws, regulations and regulatory documents.
is hereby announcedZhejiang Jianfeng Group Co., Ltd.
Board of Directors
August 2, 2017
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