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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

2022 China's Top 100 Building Materials Enterprises 2022 China's Top 100 Cement Clinker Production Capacity Peak even on two authoritative lists

In March, the authoritative organization of the cement industry successively released two series of lists of China's top 500 building materials enterprises in 2022 and China's top 100 cement clinker production capacity in 2022. Jianfeng Group ranked among the "top 100" in the two lists ". The list of China's top 500 building materials enterprises was officially released in early March. This series of lists was selected by the China Building Materials Enterprise Management Association. Through more than 20 years of comprehensive data research on China's building materials industry, referring to international practices, the rankings are based on the company's annual operating income., Cement products, building ceramics, waterproof materials, aluminum-plastic profiles, coatings, glass, building materials equipment manufacturing and other sub-industries related to building materials. Jianfeng Group ranks 96th among the companies on the list and 27th among the cement manufacturers on the list. On March 16, the awarding ceremony of 2022 China's top 100 cement clinker production capacity list was held in Hangzhou. This series of lists is released by China Cement Network, an authoritative organization in China's cement industry. The ranking is based on the total production capacity (excluding the production capacity of other kiln types and grinding stations) of new dry clinker production lines completed and put into operation by Chinese cement enterprises in China as of December 31, 2022. The data statistics are calculated based on the design production capacity and 310 days of annual operation. Jianfeng Group ranked 53rd with an annual design capacity of 3.627 million tons. (this newspaper reporter)

2023

03-21

Company sends off retired employees

On the morning of February 22, the trade union of the group company held a simple and warm farewell party for retired employees in 2021-2022. More than 50 retired employees gathered together to discuss and exchange with Jiang Xiaomeng and other group leaders.

2023

03-04

On the first day of the new year, group leaders went to the grassroots level.

On January 29, the first day of work after the Spring Festival holiday, the leaders of the group company made a video connection to subordinate enterprises stationed abroad, and separately visited the gold enterprises to learn about the resumption of work and put forward requirements for the implementation of the work plan for the new year.

2023

02-17

Group Companies Commend 2022 Advanced

On the morning of January 18, the group company held the 2022 annual summary commendation meeting to review the work of the previous year, make arrangements for the work in 2023, sign the 2023 economic responsibility system with various professional companies and directly affiliated enterprises, and solemnly commend the 2022 advanced collectives and individuals.

2023

01-29

Jiang Xiaomeng re-elected chairman of the Municipal Federation of Industry and Commerce

On December 24, 2022, the Jinhua Federation of Industry and Commerce (General Chamber of Commerce) held the seventh member representative meeting. Jiang Xiaomeng, secretary of the party committee and chairman of the group company, was re-elected as the chairman of the Municipal Federation of Industry and Commerce at this meeting.

2023

01-12

Peak Pharmaceutical Donates Epidemic Prevention Materials

Since the optimization and adjustment of the new crown infection epidemic management policy, there has been an explosive growth of infected people in the country, and the pressure on the supply of related materials has increased sharply. Before and after New Year's Day, the company has twice organized epidemic prevention materials, through the Jinhua City Charity Federation, Jinhua City Economic and Technological Development Zone Charity Federation targeted donations, a total value of more than 200,000 yuan.

2023

01-12

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