Securities code: 000151 securities abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) Announcement No.: 2022-06
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China National Complete Plant Import And Export Co.Ltd(000151) about
Announcement on foreign investment, establishment of joint ventures and related party transactions
On January 27, 2022, the 26th meeting of the 8th board of directors of the company deliberated and adopted the proposal on foreign investment and establishment of joint ventures and related party transactions. The related directors of the company Zhang Peng, Gu Haitao, Han Hong and Zhang Hui avoided voting on the proposal, and the independent directors approved the transaction in advance and expressed independent opinions; The convening and deliberation procedures of this board meeting comply with the relevant provisions of the company law and the articles of association. The relevant information on the deliberation of the proposal is hereby announced as follows:
1、 Overview of foreign investment, establishment of joint ventures and related party transactions
In order to further implement the company's "14th five year plan" development plan and accelerate the company's strategic transformation, the company plans to cooperate with China complete equipment import and Export Group Co., Ltd. (hereinafter referred to as "Zhongcheng group") Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as " Welle Environmental Group Co.Ltd(300190) environmental protection") jointly invested and established a joint venture, SDIC Welle Environmental Group Co.Ltd(300190) Environmental Investment Co., Ltd. (hereinafter referred to as "SDIC Welle Environmental Group Co.Ltd(300190) " or "joint venture"), and signed the capital contribution contract and the articles of association of the joint venture; At the same time when the capital contribution contract and the articles of association of SDIC Welle Environmental Group Co.Ltd(300190) are signed, the company will sign the voting right entrustment agreement and the agreement of persons acting in concert with Zhongcheng group. Zhongcheng group will entrust the voting right corresponding to the equity of SDIC Welle Environmental Group Co.Ltd(300190) to the company, and act in concert with the company to realize the company's consolidated control over SDIC Welle Environmental Group Co.Ltd(300190) .
As of the disclosure date of this announcement, Zhongcheng group holds 134252133 shares of the company, accounting for 39.79% of the total shares of the company. According to the Shenzhen Stock Exchange Listing Rules and the articles of association of Shenzhen Stock Exchange, this transaction constitutes a connected transaction; It will be submitted to the general meeting of shareholders of the company for deliberation, and Zhongcheng group will avoid voting; This connected transaction does not constitute a major asset restructuring or backdoor; There is no illegal guarantee and fund occupation from related parties; Without the approval of relevant departments.
2、 Basic information of partners
(I) China complete equipment import and Export Group Co., Ltd
Registered address: No. 9, xibinhe Road, Andingmen, Beijing; Registered capital: 1.091 billion yuan; Legal representative: Zhang Zhaogang; Its sole shareholder is national development and Investment Group Co., Ltd; Unified social credit Code: 91110000100000972a.
As of December 31, 2020, Zhongcheng group has audited total assets of 3076.12 million yuan, net assets of 811.83 million yuan, operating income of 97.03 million yuan and total profit of - 610.85 million yuan. Business scope: dispatch of various types of labor personnel abroad (excluding Taiwan); Pre packaged food sales, excluding refrigerated and frozen food; Undertake China's foreign economic assistance projects and provide general material assistance to foreign countries; Import and transit of goods and materials repaid by recipient countries for economic aid loans; Contracting various overseas projects and domestic and foreign-funded projects; General contracting of housing construction engineering; The import and export of complete sets of equipment and other commodities approved by the Ministry of economic and trade; Acting as import and export agent; Maintenance, equipment renewal, technical transformation and supply of spare parts of completed economic assistance projects; Storage and transportation of import and export commodities and international freight forwarding; estate management; Sales of self import and export commodities in China (except those with special franchise provisions of the state).
(Ⅱ) Welle Environmental Group Co.Ltd(300190)
Registered address: No. 156, Hanjiang Road, Xinbei District, Changzhou City, Jiangsu Province; Registered capital: 78378496 yuan; Legal representative: Li Zhongyue; Unified social credit Code: 913204007455735e. The equity structure is as follows:
Business scope: design, integration, manufacturing (limited to branches), sales, R & D, processing and maintenance of environmental protection equipment; Design, contracting, construction and installation of environmental protection projects, and provide relevant technical consultation and technical services; Development and maintenance of environmental protection engineering system control software and sales of software products; Design, contracting, construction and installation of electromechanical equipment installation engineering, and provide relevant technical consultation and technical services; Investment and operation of environmental pollution control facilities; Photovoltaic power generation and electric energy sales; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2020, the audited total assets of VILI environmental protection were 9813021924.24 yuan, the net assets were 4275201748.98 yuan, the operating income was 3202734193.99 yuan, and the net profit attributable to Welle Environmental Group Co.Ltd(300190) environmental protection shareholders was 357309344.37 yuan.
Upon inquiry, Zhongcheng group and Welle Environmental Group Co.Ltd(300190) environmental protection are not dishonest Executees.
3、 Basic information of the joint venture
1. Company name: SDIC Welle Environmental Group Co.Ltd(300190) Environmental Investment Co., Ltd
2. Place of registration: Xiamen (subject to industrial and commercial registration)
3. Company nature: limited liability company
4. Business scope: investment, development, operation and management of resource utilization of organic solid waste, resource utilization of construction waste, municipal sanitation, hazardous waste, waste incineration treatment, low-carbon energy conservation, environmental protection equipment, environmental protection agents, renewable resource utilization, environmental protection projects, environmental restoration, water treatment and water environment treatment, as well as materials, equipment Manufacturing and sales of products (except those with special franchise provisions of the state); Solid waste recycling technology development, technology transfer, technical consultation, technical evaluation, technical services, environmental and energy conservation testing and evaluation; Project contracting, planning and design and management; Planning, design, construction, development and operation of solid waste treatment facilities. (subject to the final approval of the competent department for Industry and Commerce)
5. Registered capital: RMB 100 million
6. Method and amount of capital contribution by shareholders: China National Complete Plant Import And Export Co.Ltd(000151) subscribed capital contribution of 29 million yuan, with an equity ratio of 29%; Zhongcheng group subscribed 29 million yuan, with an equity ratio of 29%; Welle Environmental Group Co.Ltd(300190) environmental protection subscribed 42 million yuan, with an equity ratio of 42%.
7. Source of funds: the company's own funds are invested in the form of monetary funds.
4、 Main contents of investment contract
(I) parties to the contract
Party A: China complete equipment import and Export Group Co., Ltd
Party B: Welle Environmental Group Co.Ltd(300190)
Party C: China National Complete Plant Import And Export Co.Ltd(000151)
(II) paid in capital contribution arrangement
The shareholders shall contribute 5.8 million yuan according to the proportion of capital contribution within 2 months after the date of issuance of the business license of the joint venture company. Party A shall pay 5.8 million yuan and Party B shall pay 8.4 million yuan.
Other parts will be appropriated separately according to business needs, and the final capital arrival time is 10 years from the date of establishment of the joint venture.
(III) shareholders' meeting
1. The shareholders' meeting is composed of all shareholders and is the authority of the company.
2. The first meeting of the shareholders' meeting shall be convened and presided over by Party A, and the shareholders shall exercise their voting rights according to the proportion of their paid in capital contribution.
3. The specific powers and rules of procedure of the shareholders' meeting shall be in accordance with the provisions of laws, regulations and the articles of association.
4. If the external financing of the joint venture needs the guarantee provided by the shareholders, it shall be submitted to the shareholders' meeting for deliberation and approved by more than two-thirds of the voting rights.
(IV) board of directors
1. The joint venture company has a board of directors, which is the executive body of the shareholders' meeting. The board of Directors consists of seven directors, including two nominated by Party A, two nominated by Party B and two nominated by Party C, which shall be elected by the shareholders' meeting through voting; One employee representative shall be democratically elected by the employee congress, the employee congress or other forms. One chairman shall be appointed by Party A or Party C from among the directors nominated by Party A or Party C.
Party B agrees to support Party A and Party C to maintain more than half of the seats on the board of directors by adding new directors in the future when transferring their equity and director seats or introducing new investors into the joint venture.
The term of office of the directors is three years, and they can be re elected after expiration.
2. The chairman is the legal representative of the joint venture company. If he is unable to perform his duties, the chairman shall authorize a representative to perform his duties.
3. The specific powers and rules of procedure of the board of directors shall be in accordance with the provisions of laws and regulations and the articles of association of the joint venture company.
(V) board of supervisors
1. The joint venture company has a board of supervisors. The board of supervisors is composed of five supervisors, one nominated by each of the three parties, and elected by the shareholders' meeting through voting. Two employee supervisors shall be democratically elected by the employee congress, employee congress or other forms. The board of supervisors shall have a chairman, who shall be recommended by Party C and elected by more than half of all supervisors.
2. The term of office of the supervisor is three years, and the supervisor can be re elected after expiration.
3. The specific functions and powers and rules of procedure of the board of supervisors shall be in accordance with the provisions of laws and regulations and the articles of association of the joint venture.
(VI) operation and management organization
1. The company has a general manager, a deputy general manager in charge of investment, a deputy general manager in charge of Finance and several other senior managers (collectively referred to as "senior managers"). The general manager shall be nominated by Party B and appointed and dismissed by the board of directors. The deputy general manager in charge of Finance and the deputy general manager in charge of investment shall be nominated by the chairman and appointed and dismissed by the board of directors; Other senior managers in charge of operation, infrastructure, technology and general legal counsel shall be recommended by the general manager and appointed and dismissed by the board of directors. The term of office of senior managers is three years. Upon expiration of the term of office, they can be reappointed.
2. The functions and powers of the general manager, deputy general manager and other senior managers of the joint venture shall be in accordance with the provisions of the articles of association of the joint venture.
(VII) liability for breach of contract
1. If one party fails to perform or fails to perform in full, delays in performance and improper performance of its obligations under the contract shall constitute a breach of contract.
2. If the capital contribution is not paid in full and on time, the unpaid capital contribution shall be paid in full and the interest during the period of delayed payment shall be added. At the same time, liquidated damages shall be paid to the observant party at 2 ‰ of the unpaid capital contribution for each day of delay. However, the delayed payment of liquidated damages shall not exceed the total amount of capital contribution. 3. The breaching party shall be liable for compensation for its breach of contract.
4. Any party's liability for breach of contract due to violation of the provisions of this contract shall not be exempted due to the termination of this contract.
(VIII) effective conditions
The contract shall come into force after being signed by legal representatives or authorized representatives of all parties and affixed with official seal or special seal for contract.
The company will sign the capital contribution contract after completing the approval procedures.
5、 Main contents of voting power entrustment agreement and agreement on persons acting in concert
China National Complete Plant Import And Export Co.Ltd(000151) signed the voting right entrustment agreement and the agreement on persons acting in concert with Zhongcheng group. Zhongcheng group agreed with China National Complete Plant Import And Export Co.Ltd(000151) on all decision-making matters related to the operation and management of SDIC Welle Environmental Group Co.Ltd(300190) , and Zhongcheng group will fully entrust China National Complete Plant Import And Export Co.Ltd(000151) to exercise the voting rights (including the right to nominate directors) corresponding to the equity of SDIC Welle Environmental Group Co.Ltd(300190) .
(I) agreement on persons acting in concert
1. Parties to the contract
Party A: China complete equipment import and Export Group Co., Ltd
Party B: China National Complete Plant Import And Export Co.Ltd(000151)
2. Main contents
Party A and Party B agree that from the date of signing this agreement, Party A shall keep consistent with Party B in all decision-making matters related to the operation and management of SDIC Welle Environmental Group Co.Ltd(300190) , and entrust Party B to exercise the relevant shareholder rights enjoyed as the owner of SDIC Welle Environmental Group Co.Ltd(300190) equity on its behalf, and the income right, loss risk and disposal right of such equity shall still be exercised and borne by Party A. Meanwhile, Party A agrees that the directors nominated by Party A shall be nominated by Party B as agreed in the capital contribution contract and the articles of association of the joint venture. (II) voting right entrustment agreement
1. Parties to the contract
Client: China complete equipment import and Export Group Co., Ltd
Trustee: China National Complete Plant Import And Export Co.Ltd(000151)
2. Main contents
In order to better perform the agreement on persons acting in concert, the entrusting party intends to entrust the entrusted party with full power to exercise the equity voting right of SDIC Welle Environmental Group Co.Ltd(300190) , and the entrusted party is willing to accept the entrustment of the entrusting party and exercise the voting right according to the agreement. During the period of voting rights entrustment, the trustee shall fully exercise the voting rights corresponding to the subject equity in accordance with relevant laws and regulations and the articles of association of SDIC Welle Environmental Group Co.Ltd(300190) . Specifically including but not limited to:
(1) Attend the shareholders' meeting and exercise the voting right on the resolutions of the shareholders' meeting. The entrusting party does not give instructions on the voting matters, and the entrusted party can vote according to its own will;
(2) The right to convene the shareholders' meeting;
(3) The right to nominate or recommend directors, supervisors, members of the Investment Review Committee and senior managers;
(4) The right to propose matters to be considered by the shareholders' meeting;
(5) The right to monitor recommendations;
(6) Other rights related to business voting exercised by shareholders in accordance with laws and regulations or the articles of association of the target company.
6、 Pricing policy and basis of related party transactions
The establishment of the joint venture with Zhongcheng group and Welle Environmental Group Co.Ltd(300190) environmental protection foreign investment follows the principle of fairness and rationality, which is fully communicated and determined by the partners through negotiation. The price is fair and reasonable, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
7、 Other arrangements involving connected transactions
There is no other arrangement for this connected transaction.
8、 Possible risks after the establishment of the joint venture
At present, the environmental protection industry is generally facing the "neighbor avoidance effect". Residents have conflicting psychology or even behavior towards the construction of environmental protection facilities around their homes, resulting in the failure of some environmental protection projects. The joint venture will strengthen information communication with the public and improve the transparency of the project. By publicizing the location information of the project and opening the plant to the public, we can enhance the mutual trust of "government, enterprises and people", turn "avoidance" into "benefit", and ensure the implementation of the project. In addition, in order to achieve the goal of leading the industry, the joint venture may face challenges in continuously expanding projects while taking into account profitability.
9、 Purpose of foreign investment in establishing a joint venture and its impact on the company
This foreign investment and establishment of a joint venture is mainly required by the company's business development, which is conducive to further accelerating the transformation and development of the company, building the professional ability of environmental protection industry segmentation, cultivating environmental protection business and becoming a new performance growth point of the company. After the establishment of the joint venture, it will act as a partner in
