Securities code: 000151 securities abbreviation: China National Complete Plant Import And Export Co.Ltd(000151) Announcement No.: 2022-07
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) announcement on signing the termination agreement of entrustment agreement, entrustment management agreement and related party transactions
On January 27, 2022, the 26th meeting of the eighth board of directors of China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as “the company”) deliberated and adopted the proposal on signing the termination agreement of entrustment agreement and entrustment management agreement with Zhongcheng group by 6 votes in favor, 0 abstention and 0 objection. Zhang Peng, Gu Haitao, Han Hong, affiliated directors of the company Zhang Hui abstained from voting on this proposal. The convening and deliberation procedures of this meeting comply with the relevant provisions of the company law and the articles of Association; At the same time, the independent directors of the company recognized this connected transaction in advance and expressed independent opinions. The relevant matters are hereby announced as follows:
1、 Overview of basic information
According to the new main business orientation of China National Development and Investment Group Co., Ltd. (hereinafter referred to as “SDIC”) for the “SDIC environmental protection industry investment and construction platform” of China complete equipment import and Export Group Co., Ltd. (hereinafter referred to as “Zhongcheng group”), in July 2021, Zhongcheng group adjusted its organizational structure and management mode in combination with the 14th five year plan, Zhongcheng group plans to terminate the 2021 entrustment agreement signed with the company in advance (valid from May 1, 2021 to April 30, 2022), and no longer entrust China National Complete Plant Import And Export Co.Ltd(000151) to manage the equity of its holding subsidiary.
In order to continue to fulfill the commitment to avoid horizontal competition and ensure the orderly development of relevant work, Zhongcheng group plans to sign the termination agreement of entrustment agreement with the company, and sign the entrustment management agreement to continue entrusting its wholly-owned subsidiary Zhongcheng Uganda Engineering Trade Co., Ltd. (hereinafter referred to as “Zhongcheng Uganda company”) to the company for management.
2、 Basic information of related parties
China complete equipment import and Export Group Co., Ltd., registered address: No. 9, xibinhe Road, Andingmen, Beijing, registered capital: RMB 1.091 billion, legal representative: Zhang Zhaogang, unified social credit Code: 91110000100000972a, and its sole shareholder is national development and Investment Group Co., Ltd. Upon inquiry, Zhongcheng group is not the person to be executed for breach of faith. As of December 31, 2020, the total assets were 3076.12 million yuan, the net assets were 81.182 million yuan, the operating income was 97.03 million yuan, and the total profit was – 610.84 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; Chinese sales of self import and export commodities (except those with special franchise provisions of the state); Technology development, technical consultation, technology transfer and technical services; Engineering management services; Water pollution control.
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. According to the principle of cumulative calculation of connected transactions, this connected transaction must be submitted to the general meeting of shareholders of the company for deliberation; 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.
3、 Basic information of entrustment agreement in 2021
In order to optimize the allocation of management resources, improve management efficiency and gradually reduce the potential horizontal competition among related parties, since August 2015, Zhongcheng group has entrusted the equity of its holding subsidiary to the company for management by signing the entrustment agreement with the company, and entrusted China National Complete Plant Import And Export Co.Ltd(000151) to carry out some transactional work. The entrustment agreement is signed once a year, and the entrustment service fee is accrued according to a certain proportion of the sum of the total assets in the Financial Express of the entrusted subsidiary in the previous year.
On April 30, 2021, the 2020 annual general meeting of shareholders of the company considered and approved the proposal on signing the entrustment agreement with China complete equipment import and Export Group Co., Ltd. Zhongcheng Group continues to sign the entrustment agreement with the company. Zhongcheng group entrusts the equity of its holding subsidiary to the company for management, and entrusts the specific transactional work other than financial and decision-making matters to the company for actual implementation. At the same time, the board of directors is authorized to make decisions on matters such as the scope of entrustment, the reduction of expenses or the termination of the agreement.
According to the entrustment agreement, the entrustment period is from May 1, 2021 to April 30, 2022, and the entrusted management fee is 33.16 million yuan. The entrusted service fee is paid in three times, and the payment time and amount are arranged as follows: the first phase: RMB 5.53 million shall be paid before June 30, 2021; Phase II: pay RMB 16.58 million before December 31, 2021; Phase III: pay RMB 11.05 million before April 30, 2022. Up to now, Zhongcheng group has paid a total of 22.11 million yuan for phase I and phase II entrusted services to the company in accordance with the entrustment agreement. The trusteeship object is as follows:
Serial No. company stock ratio main business
1. Sugar leasing operation in sugar industry
2 Beijing Zhongcheng Temple of heaven Holiday Hotel Co., Ltd. 100% hotel operation
3. 100% warehousing of China complete equipment import and export Dalian Company
4. 100% warehousing of Zhongcheng international transportation Shanghai company
5. China’s complete equipment import and export Yunnan shares account for 74.19% of the trade
Limited company
6. China’s complete equipment import and export (Hong Kong) has 100% capital settlement service and Singapore
Business of Yade Co., Ltd
7. 100% investment and asset management of SDIC Ecological Environment Investment Development Co., Ltd
8 Guinea China investment development and Trade Center 100% warehousing and services
9. 100% labor service of Zhongcheng group (Macao) Co., Ltd
10. Zhongcheng Uganda Engineering Trade Co., Ltd. 100% general contracting of projects in Uganda
Export and trade of complete sets of equipment
4、 Basic information of termination agreement of entrustment agreement
According to the operation and management adjustment of Zhongcheng group, the company plans to sign the termination agreement of entrustment agreement with Zhongcheng group through consultation. The main contents of the agreement are as follows:
1. The entrustment agreement is officially terminated from the date of signing the termination agreement. The entrustment agreement is no longer binding on both parties. Both parties need not continue to perform the entrustment agreement and no longer enjoy the rights and obligations under the agreement.
Except for the matters agreed in this agreement, neither party shall make any claim to the other party based on the entrustment agreement.
2. On the date of termination of the entrustment agreement, for the services provided under the entrustment agreement by China National Complete Plant Import And Export Co.Ltd(000151) , Zhongcheng group has paid the entrustment service fee of 22.11 million yuan, and Zhongcheng group does not need to pay the remaining entrustment service fee of 11.05 million yuan.
5、 With regard to the basic situation of the signing of the entrusted management agreement by Zhongcheng Uganda company, in order to optimize the allocation of management resources, improve management efficiency, effectively avoid potential horizontal competition and safeguard the interests of all shareholders, Zhongcheng Group actively fulfills its commitment to horizontal competition and plans to continue to entrust Zhongcheng Uganda company to the company for management.
1. A company with similar business as the company does not constitute substantial horizontal competition
(1) Zhongcheng Yunnan Company
Zhongcheng Yunnan Company is mainly engaged in foreign project contracting and equipment import and export business in Laos, Myanmar and Vietnam. As of September 30, 2021, the total assets of Zhongcheng Yunnan Company
74866195.46 yuan, net assets 34615978.27 yuan, operating income 6003443.54 yuan, total profit -1563984.35 yuan.
Since 2022, Zhongcheng Yunnan Company will not carry out new overseas project contracting business, and the two sides will not form substantive horizontal competition.
(2) Zhongcheng Uganda company
Zhongcheng Uganda company is mainly engaged in the development and implementation of small-scale engineering contracting projects in Uganda. The assets and profits of Zhongcheng Uganda company are small. As of September 30, 2021, the total assets of Uganda company are 55321127 yuan, the net assets are 2096198.3 yuan, the operating income is 0 yuan and the total profit is 0 yuan.
The target customers of both parties are different, which does not constitute substantial horizontal competition.
2. Main contents of entrusted management agreement
Through consultation, Zhongcheng group plans to entrust 100% of the equity of Zhongcheng Uganda company to China National Complete Plant Import And Export Co.Ltd(000151) for management, and China National Complete Plant Import And Export Co.Ltd(000151) has full power to exercise the shareholders’ rights (such as the right to attend the shareholders’ meeting, the right to vote, the right to nominate, the right to propose, etc.) stipulated in relevant laws and regulations and the articles of association of Zhongcheng Uganda company, as well as the governance and Management functions. The entrusted management period is from January 1, 2022 to December 31, 2023. The entrusted service fee is 1.5 million yuan, which is paid in two times:
(1) Pay RMB 750000 before June 30, 2022;
(2) The remaining entrusted service fee of 750000 yuan shall be paid before June 30, 2023. If the entrusted service fee is adjusted during the entrustment period, it shall be adjusted accordingly in the second phase.
6、 Other arrangements involving connected transactions
There is no other arrangement for this connected transaction.
7、 Transaction purpose and impact on Listed Companies
Zhongcheng Group actively fulfilled its commitment to avoid horizontal competition. At the same time, according to the actual operation and management needs, the company signed the termination agreement of entrustment agreement and entrustment management agreement with Zhongcheng group through consultation, which is conducive to optimizing the allocation of management resources and improving management efficiency.
8、 The total amount of various related party transactions with related parties from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date, the company had a related party transaction with Zhongcheng group of RMB 10000.
9、 Prior approval and independent opinions of independent directors
The independent directors of the company have approved the proposal in advance and unanimously agreed to submit it to the board of directors for deliberation. The independent directors of the company believe that the company signed the termination agreement of entrustment agreement and entrustment management agreement with Zhongcheng group, and Zhongcheng Group actively fulfilled its commitment to avoid horizontal competition, which is conducive to optimizing the allocation of management resources and improving management efficiency. The procedures for the board of directors to consider and vote on the proposal are legal and effective. The related directors have avoided voting, which is in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders.
10、 Documents for future reference
1. Resolution of the 26th meeting of the 8th board of directors of the company
2. Prior approval and independent opinions of independent directors
3. The termination agreement of the entrustment agreement 4. The entrustment management agreement is hereby announced.
China National Complete Plant Import And Export Co.Ltd(000151) board of directors
January 28, 2002
