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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) 9

directors who should attend this board meeting and 9 directors who actually attended the meeting.

2. the deliberation of the board meeting

, 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 the

connected 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 14th

th 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 announced

Zhejiang Jianfeng Group Co., Ltd.

Board of Directors

August 2, 2017

More information

Chairman Jiang Xiaomeng was named "Fengyun Zhejiang Merchants"

On the evening of January 13, the 2021 "Fengyun Zhejiang Merchants" award ceremony was held in Hangzhou. Ten outstanding Zhejiang businessmen, including Jiang Xiaomeng, chairman of the group company, won the honor. The annual "Fengyun Zhejiang Merchants" selection activity is guided by the Propaganda Department of the Zhejiang Provincial Committee of the Communist Party of China, sponsored by Zhejiang Radio and Television Group, and co-organized by Zhejiang Economic Television, Qianjiang Evening News and Zhejiang Merchants Magazine. Provincial Department of Economics and Information Technology, Provincial Department of Science and Technology, Provincial Department of Commerce, Provincial Federation of Industry and Commerce and many other units jointly co-organized. Since its establishment in 2003, it has been held for 18 sessions, and more than 180 "Fengyun Zhejiang businessmen" have been selected. They are all successful models and fresh samples of Zhejiang's economic development.

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Recently, Daye Jianfeng Cement Company received the intellectual property management system certification certificate issued by Guozhi (Beijing) Certification Company. This is also the first system certificate obtained by the company to implement the intellectual property management standard certification. In recent years, Daye Jianfeng has actively mobilized employees to carry out technological innovation, invention and creation, and timely summarized technological achievements and filed patents. Up to now, it has obtained 31 invention patents and utility model patents. At the same time, Daye's concept of the creation, application, management and protection of intellectual property rights is also increasing, and it continues to increase the promotion of new products and new technologies with high value-added intellectual property rights, and enhance the value of corporate intangible assets. Intensity. The passing of this system certification can not only obtain government incentives and funding, but also the basic conditions for intellectual property work and the prerequisite for applying for related projects.

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The Group Party Committee organized the Sixth Plenary Session of the 19th Central Committee to preach the spirit.

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Group Party Committee to Learn the Spirit of the Sixth Plenary Session of the 19th Central Committee

On the afternoon of November 18, the Party Committee of the Group held a special meeting to learn the spirit of the Sixth Plenary Session of the 19th CPC Central Committee and make arrangements for in-depth study. The Sixth Plenary Session of the 19th Central Committee of the Communist Party of China is an important meeting of overall and historical significance held at the historical intersection of the "two centenary" goals on the occasion of celebrating the centenary of the Communist Party of China. The "Resolution of the Central Committee of the Communist Party of China on the Major Achievements and Historical Experience of the Party's Hundred Years of Struggle" approved by the plenary session is a Marxist programmatic document that inherits the past and the future. It is also an action guide to learn from history, create the future, and realize the great rejuvenation of the Chinese nation. At the special meeting, Jiang Xiaomeng, Secretary of the Party committee of the group, and all the members of the Party committee, from the great achievements, historical significance and historical experience created by the party's 100 year history, since the 18th National Congress of the Communist Party of China, it has adhered to the party's overall leadership, comprehensive and strict governance of the party, economic construction, comprehensive deepening of reform and opening up, political construction, comprehensive rule of law, cultural construction, social construction, ecological civilization construction, national defense and military construction, and maintenance of national security., Adhere to the "one country, two systems" and promote the reunification of the motherland, diplomatic work and other 13 important achievements, comprehensively interpret and study the resolutions of the plenary session.

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