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Pro 2013-001 (Announcement on Resolution of 8th Board of Directors of Jianfeng Group)

Release time:

2020-08-05

Securities Code: 600668 Securities Abbreviation: Jianfeng Group No.: Lin 2013-001

Zhejiang Jianfeng Group Co., Ltd.

Resolution Announcement of the 8th Meeting of the 8th 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 assumes individual and joint responsibility for the truthfulness, accuracy and completeness of its contents .

On December 20, 2012, Zhejiang Jianfeng Group Co., Ltd. issued a notice to convene the eighth meeting of the eighth board of directors by fax, e-mail, telephone, and personal delivery. On December 31, 2012, the meeting was held as scheduled by means of communication. The company currently has nine directors, and nine directors participating in the voting , comply with the provisions of the "Company Law" and the "Articles of Association", and the resolutions made are legal and valid. The meeting passed the following resolutions:

1. the "Proposal on the Company's Compliance with the Conditions for Issuing Corporate Bonds"

According to the "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Corporate Bond Issuance Pilot Measures" And other relevant regulations, in accordance with the conditions for listed companies to issue corporate bonds, the company meets the conditions and requirements stipulated by the current policies and laws and regulations for issuing corporate bonds, eligible to issue corporate bonds.

Voting result :__9__ votes yes, __0__ votes no, __0__ votes abstaining.

This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.

2. "Proposal on Issuing Corporate Bonds";

Meeting deliberated and approved item by item: 1 , issuance scale ; 2 , allotment arrangement to the original shareholders of the company ; 3 , bond term ; 4 , bond interest rate and determination method ; 5 , issuance method ; 6 , issuance object ; 7 , guarantee arrangement; 8 , use of raised funds ; 9 , listing of issued bonds ; 10 , Effective date of resolution . For details, please refer to the "Announcement on the Issuance of Corporate Bonds" published on the same day. At the meeting of

, there were 82 votes , results were all :__9__ votes in favor, __0__ votes against, and __0__ votes abstained.

The above proposals still need to be submitted to the general meeting of shareholders for deliberation and submitted to the China Securities Regulatory Commission for approval.

3. "Proposal on requesting the company's general meeting of shareholders to authorize the board of directors

and its authorized person to handle matters related to the issuance of corporate bonds"

According to the company's current corporate bond issuance and listing Arrangements, in order to complete the relevant work of this corporate bond legally, efficiently and orderly, in accordance with the "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Corporate Bond Issuance Pilot Measures" and other laws and regulations and the relevant provisions of the "Articles of Association of Zhejiang Jianfeng Group Co., Ltd.", the company's board of directors intends to request the company's general meeting of shareholders to authorize the board of directors to handle All matters related to the issuance of corporate bonds, the specific content includes but is not limited to

, within the scope permitted by laws and regulations, according to the specific conditions of the company and the market, formulate the specific issuance plan of this issue of corporate bonds and revise and adjust the issuance terms of this issue of corporate bonds, including but not limited to the specific issuance scale, bond term, bond interest rate and determination method, issuance timing, whether to issue in installments and the number of issues and the issuance scale of each issue, online and offline issuance ratio, whether to design the resale clause and redemption clause, whether to provide guarantee and guarantee method, the time limit and method of repayment of principal and interest, whether to allocate to shareholders and the specific arrangement of placing to shareholders, listing place and decision to raise funds the specific use of all matters relating to the issuance of the Company's bonds;

, decide and hire intermediaries to participate in this corporate bond issuance;

, select bond trustee, sign "bond trustee management agreement" and formulate "bondholder meeting rules";

, handle the declaration of this corporate bond issuance, and after the completion of this issuance, to handle the listing of the bonds issued, including but not limited to formulation, approval, authorization, signing, execution, modification and completion of all necessary documents related to the issuance and listing of corporate bonds, contract / agreement, contract ( includes but not limited to prospectus, sponsorship agreement, underwriting agreement, bond trusteeship agreement, listing agreement, various announcements and other legal documents ) and appropriate information disclosure in accordance with laws, regulations and other regulatory documents;

, request the general meeting of shareholders to authorize the board of directors to decide the amount of funds raised to repay company debt and supplement working capital according to the company's financial situation.

. If the regulatory authority's policy on the issuance of corporate bonds changes or market conditions change, except for matters involving relevant laws, regulations and the company's articles of association that must be re-voted by the general meeting of shareholders, Authorize the board of directors to make corresponding adjustments to the specific corporate bond issuance plan and other related matters based on the new policies and opinions of the regulatory authority or new market conditions;

. When the market environment or policies and regulations undergo major changes, the board of directors is authorized to decide whether to continue the corporate bond issuance based on the actual situation.

, handle all other necessary matters related to the issuance of corporate bonds and listing.

. This authorization shall be from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the above authorization.

The board of directors of the company intends to authorize the chairman and the secretary of the board of directors to handle specific matters related to this issuance in accordance with the scope of authorization of the general meeting of shareholders.

voting result :__9__ votes in favor, __0__ votes against, __0__ abstentions.

This proposal still needs to be reviewed and approved by the company's shareholders' meeting.

4. "Proposal on Requiring the General Meeting of Shareholders of the Company to Authorize the Board of Directors to Take Repayment Safeguard Measures in Case of Expected Failure to Pay Bond Principal and Interest on Time or Failure to Pay Bond Principal and Interest on Time"

The Company Requested the General Meeting of Shareholders to Authorize the Board of Directors to Make the following Resolutions and Take Corresponding Measures :

1 , no distribution of profits to shareholders;

2 , suspending the implementation of capital expenditure projects such as major foreign investment, mergers and acquisitions;

3 , reduce or suspend the salaries and bonuses of directors and senior management personnel;

4 , the main responsible person shall not be transferred.

voting result :__9__ votes in favor, __0__ votes against, __0__ abstentions.

This proposal still needs to be reviewed and approved by the company's shareholders' meeting.

Proposal of 5. on Convening the First Extraordinary General Meeting of Shareholders in 2013

Decided to Convene the First Extraordinary General Meeting of Shareholders in 2013 on 1 March 22 (Tuesday) in 2013 , for details, please refer to the "Notice on Convening the First Extraordinary General Meeting of Shareholders in 2013 " published on the same day.

voting result :__9__ votes in favor, __0__ votes against, __0__ abstentions.

hereby announce

Zhejiang Jianfeng Group Co., Ltd. Board of Directors

December 31, 2012

More information

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Peak 2013 corporate bonds complete principal and interest payments

News from our newspaper On November 20, Zhejiang Jianfeng Group Co., Ltd. successfully completed the payment of principal and interest on 2013 corporate bonds (Phase II) (hereinafter referred to as "13 Jianfeng 02"). At this point, all the corporate bonds approved for issuance in 2013 have been paid. In 2013, with the approval of document No. [2013]595 of China Securities Regulatory Commission, the company was allowed to issue corporate bonds with a face value of no more than 0.6 billion yuan to the public, with a debt rating of AA +. On June 5, 2013, the Company issued the 2013 Corporate Bonds (Phase I) ("13 Peak 01"), which raised $0.3 billion at a coupon rate of 4.90 per cent, 1.55 percentage points lower than the then five-year benchmark interest rate for bank loans. On November 20, 2014, "13 Peak 02" was successfully issued, raising 0.3 billion yuan again at a coupon rate of 5.09, and was listed on the Shanghai Stock Exchange on December 11, 2014. The ability to raise 0.6 billion yuan from the capital market at a lower cost reflects investors' recognition of the company's "cement + pharmaceutical" dual business structure and expectations of the company's good operating performance. On June 5, 2018, the first issue of Jianfeng Group's 2013 corporate bonds was due to complete the payment of principal and interest, and now the second issue of corporate bonds has also successfully completed the payment of principal and interest. In the real economic growth is weak, business operations continue to explode, the company in a short period of time successfully completed two issues of a total of 0.6 billion yuan of corporate bonds principal and interest payment work, fully reflecting the company's good operating results in recent years.

2020

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Company Leaders Attend Jinhua Development Conference

News from our newspaper On November 17, the second 2019 Jinhua Development Conference with the theme of "Insist on high-quality integration into the Yangtze River Delta to build a metropolitan area" opened in Jinhua, Zhejiang. More than a thousand people from the scientific and educational circles, business circles, and overseas Chinese from home and abroad Business people, representatives of "New Golden Chinese" and representatives of outstanding Jinhua students attended the meeting. Group leaders Jiang Xiaomeng, Yu Jianhong and Huang Jinlong attended the relevant activities of the conference. As a representative of the Jinhua business community, Jiang Xiaomeng, chairman of the group company, made a keynote speech at the "Scientist" and "Entrepreneur" Innovation Dialogue of the Development Conference, expressing his views on how Jinhua enterprises can improve their technological competitiveness. As the head of Jinhua local enterprise with a history of more than 60 years, Jiang Xiaomeng has a profound experience in promoting the development of enterprises through science and technology. Combined with the reality of peak scientific and technological innovation, he pointed out in his speech that the improvement of scientific and technological innovation ability is an urgent event for Jinhua small and medium-sized enterprises. Private enterprises cannot achieve high-quality development without the support of scientific and technological forces; with the progress of society, the improvement of people's living standards and the continuous improvement of cultural quality, the demand for products and the pursuit of product quality have also undergone qualitative changes. Only products with scientific and technological connotations can attract consumers. He suggested that the government and relevant institutions should establish an information platform to further understand the scientific and technological support that enterprises need in the transformation, understand what kind of help scientific and technological personnel can provide to enterprises, do a good job in the information docking of scientists and entrepreneurs, further attract investment and wisdom, give full play to the scientific and technological achievements of academicians and experts and the capital advantages of businessmen at home and abroad, and promote Jinhua enterprises to better integrate into Changsan

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The Party Committee of the Group conducts thematic education and concentrated study.

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