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Jianfeng Group Pro 2015-022 (Announcement of Resolutions of the 4th Session of the 9th Board of Directors)

Release time:

2020-08-05

Securities Abbreviations: Jianfeng Group Securities Code: 600668 No.: Pro 2015-022

Bond Abbreviations: 13 Peak 01 Bond Code: 122227

Bond Abbreviations: 13 Peak 02 Bond Code: 122344

Zhejiang Jianfeng Group Co., Ltd.

Announcement of Resolutions of the Fourth Session of the Ninth Board of Directors

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) 2015# On August 14, 38, the company issued the notice of the board meeting by fax, e-mail and personal delivery.

(III) 2015# On August 26, 42, the board meeting was held by means of on-site voting combined with communication. The on-site meeting was held in the conference room on the third floor of Jianfeng Building, Jinhua City, Zhejiang Province.

(IV) 9

directors should attend this board meeting and 9 directors actually attended the meeting, of which 4 directors, Wu Xiaoming, Huang Sujian, Wu Guanghui and Zhu Linming, voted by communication.

(V) The board of directors was presided over by Chairman Jiang Xiaomeng, and the company's supervisors and senior management attended the meeting.

2. Board Meeting Review

, 2015 Semi-annual Report

The Board of Directors reviewed and approved the report.

Voting result: 9

votes in favor, 0 votes against and 0 abstentions. The full text and summary of the semi-annual report of

2015

can be found on the website of Shanghai Stock Exchange (www.sse.com.cn ).

, Proposal on Adding Independent Directors

August 12, 2015

, Mr. Zhang Yuyou, an independent director of the company, submitted a written resignation report to the company. In accordance with the China Securities Regulatory Commission's "Guiding Opinions on Establishing an Independent Director System in Listed Companies" and the company's "Articles of Association" and other relevant regulations, the company's board of directors nominated Mr. Huang Congyun as an independent director candidate of the company. The board of directors reviewed and approved the proposal. Mr. Huang Congyun will be submitted as an independent director candidate of the company to the first extraordinary general meeting of shareholders in 2015

Voting result: 9

votes in favor, 0 votes against and 0 abstentions.

Independent directors expressed their independent opinions as follows:

(I) that the candidates for independent directors nominated this time have independence and the work experience necessary to perform the duties of independent directors, in line with the provisions of the guidance on the Establishment of Independent Director system in listed companies, the Governance Standards of listed companies and the articles of Association of the company, the nomination procedure is legal and effective;

The (II) did not find that independent director candidates are not allowed to serve as independent directors of the company as stipulated in the "Company Law", the company's "Articles of Association" and the "Guiding Opinions on Establishing an Independent Director System in Listed Companies". Circumstances that have been confirmed as market bans by the China Securities Regulatory Commission and the ban has not been lifted;

The (III) agreed that the board of directors nominated Mr. Huang Congyun as an independent director candidate for the ninth board of directors of the company and submitted

for the election of the first extraordinary general meeting of shareholders in 2015

. 3

, Proposal on Formulating the "Jianfeng Group Medium and Long-term Incentive Management Measures"

The board of directors reviewed and approved the proposal, and the proposal will be submitted to 2015

The first extraordinary general meeting of shareholders deliberated. Mr. Jiang Xiaomeng and Mr. Yu Jianhong, the directors, avoided voting on the motion.

voting result: 7

votes in favor, 0 votes against and 0 abstentions.

"Jianfeng Group Medium and Long-term Incentive Management Measures" can be found on the website of Shanghai Stock Exchange (www.sse.com.cn

Independent Directors expressed their independent opinions as follows:

believe that the formulation of the "Medium and Long-term Incentive Management Measures" by the company is conducive to the stability and development of key employees, fully mobilize the enthusiasm of middle and senior management personnel, business backbones and key employees at all levels of the company, and realize the sustainable, stable and healthy development of the company

. The formation of this resolution complies with the "Company Law", the company's "Articles of Association" and other relevant provisions, and does not harm the interests of small and medium shareholders. 4

, Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2015

The Board of Directors decided to convene the first extraordinary general meeting of shareholders in 2015

on September 14, 2015.

voting results: 9

votes, 0 votes against, 0 abstentions

Please refer to the Notice on Convening the First Extraordinary General Meeting of 2015

(P.2015 -023).

Annex to 3. Online Announcement (if applicable)

the opinions of independent directors of the company on the above related matters.

is hereby announced.

Zhejiang Jianfeng Group Co., Ltd.

Board of Directors

August 28, 2015

Independent Director Candidate Resume:

Mr. Huang Congyun, 1963# Born in March 177, Doctor of Engineering, he is currently a professor at the School of Materials Science and Engineering, Wuhan University of Technology, and a professor at the State Key Laboratory of Silicate Building Materials. He is also the deputy director of the Science and Education Committee of the Hubei Provincial Committee of the China Democratic National Construction Association, the deputy chairman of the Committee of the Wuhan University of Technology of the China Democratic National Construction Association, the expert member of the National Cement Standardization Technical Committee, the executive director of the Cement Grinding Aid Association, and the "Cement Equipment Technology" and "Cement Grinding Aid" magazine consultant Wait.

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