Securities code: 300190 securities abbreviation: Welle Environmental Group Co.Ltd(300190) Announcement No.: 2022-003 bond Code: 123049 bond abbreviation: convertible bond
Welle Environmental Group Co.Ltd(300190)
Progress announcement on the strategic cooperation framework agreement
The board of directors and directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Basic information of strategic cooperation
In September 2020, Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as “the company”) and SDIC ecological environment investment and Development Co., Ltd. (hereinafter referred to as “SDIC ecology”) signed the strategic cooperation framework agreement. Based on the principles of equality, mutual benefit and win-win cooperation, the two sides intend to make use of their advantages in industrial and capital cooperation to carry out all-round exploration and cooperation in the field of solid waste treatment. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on signing strategic cooperation framework agreement (Announcement No.: 2020-074).
2、 Progress of strategic cooperation
China complete equipment import and Export Group Co., Ltd. (hereinafter referred to as “Zhongcheng group”) is a wholly-owned subsidiary of national development and Investment Group Co., Ltd. (hereinafter referred to as “SDIC”). According to the latest strategic deployment of SDIC, Zhongcheng group is the strategic emerging industry environmental protection sector of SDIC and is responsible for the investment, construction and operation of environmental protection industry of SDIC.
Based on the cooperation background of the above strategic cooperation framework agreement, the company has recently reached a cooperation intention with Zhongcheng group and the holding subsidiary China National Complete Plant Import And Export Co.Ltd(000151) (hereinafter referred to as ” China National Complete Plant Import And Export Co.Ltd(000151) “) of Zhongcheng group. The company plans to cooperate with Zhongcheng group China National Complete Plant Import And Export Co.Ltd(000151) jointly invested 100 million yuan in currency to establish SDIC Welle Environmental Group Co.Ltd(300190) Environmental Investment Co., Ltd. (hereinafter referred to as “joint venture”) and signed the investment contract.
This foreign investment in the establishment of a joint venture does not constitute a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies, does not constitute a connected transaction, and does not reach the investment amount that needs to be considered by the board of directors in the Shenzhen Stock Exchange gem stock listing rules and the company’s foreign investment management system, so it does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation and approval.
(I) China complete equipment import and Export Group Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Date of establishment: January 12, 1983
Registered address: No. 9, xibinhe Road, Andingmen, Beijing
Registered capital: 109.185 million yuan
Legal representative: Zhang Zhaogang
Unified social credit Code: 91110000100000972a
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).
Shareholders:
Name capital contribution shareholding ratio
National Development and Investment Group Co., Ltd. 109.185 million yuan 100%
Total 109.185 million yuan 100%
Zhongcheng group has no relationship with the company, the controlling shareholder and the actual controller, and has no capital transactions with the company in the last three fiscal years, nor is it a dishonest executee.
(Ⅱ) China National Complete Plant Import And Export Co.Ltd(000151)
Type: other joint stock limited companies (listed)
Date of establishment: March 1, 1999
Registered address: Building 8, zone 2, No. 188, South Fourth Ring West Road, Fengtai District, Beijing
Registered capital: 33737072800 yuan
Legal representative: Zhang Peng
Unified social credit Code: 9111000071092411c
Business scope: human resources services; Selling food and medical devices; Dispatch labor personnel needed for overseas projects; Import and export business; Undertake China’s foreign economic and technical assistance projects and provide general goods and materials to foreign countries
Foreign funded projects, contracting all kinds of overseas projects and domestic and foreign-funded projects; Provide consultation and exchange services on economy, trade, technology and information; Integration of complete sets of equipment and technical systems and related technical services; storage; House leasing; Sales of cosmetics, toiletries, sanitary products and daily necessities. (market entities shall independently choose business items and carry out business activities according to law; human resources services, food sales and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
China National Complete Plant Import And Export Co.Ltd(000151) is a listed company. According to the periodic report disclosed by it, as of September 30, 2021, the top ten shareholders of Zhongcheng shares are as follows:
Name of shareholders proportion of shares in total share capital
China complete equipment import and Export Group Co., Ltd. 134 million shares, 39.79%
Gansu construction investment (holding) Group Co., Ltd. 24.8344 million shares, 7.36%
Xinjiang production and construction corps construction engineering (Group) Co., Ltd
16556300 shares, 4.91%
company
Deng LAN 301.38 million shares 0.89%
Lin yanghao 2.8637 million shares 0.85%
China Development and Investment Group Co., Ltd. 1307400 shares, 0.39%
Lin Wenxiang 1189600 shares 0.35%
France Industrial Bank Co.Ltd(601166) 1059000 shares 0.31%
Du Jianwei 972900 shares 0.29%
Chen Qin 955900 shares 0.28%
China National Complete Plant Import And Export Co.Ltd(000151) has no relationship with the company, the controlling shareholder and the actual controller, and has no capital transactions with the company in the last three fiscal years, nor is it a dishonest executee.
4、 Basic information of investment object
(I) Company Name: SDIC Welle Environmental Group Co.Ltd(300190) Environmental Investment Co., Ltd
(II) place of registration: Xiamen (subject to industrial and commercial registration)
(III) company nature: limited liability company
(IV) 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)
(V) registered capital: RMB 100 million
(VI) contribution method and amount of shareholders: China National Complete Plant Import And Export Co.Ltd(000151) subscribed capital of 29 million yuan, with an equity ratio of 29%; Zhongcheng group subscribed 29 million yuan, with an equity ratio of 29%; The company subscribed 42 million yuan, accounting for 42% of the equity.
(VII) source of funds: the company’s own funds are invested in the form of monetary funds.
5、 Main contents of capital contribution 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) registered capital and capital contribution
1. The total registered capital of the company is 100 million yuan (￥ 100000000), and the subscribed capital contribution and equity ratio of each party are:
Party A: currency, subscribed capital contribution of 29 million yuan, equity ratio of 29%;
Party B: currency, subscribed capital contribution of 42 million yuan, equity ratio of 42%;
Party C: currency, subscribed capital of 29 million yuan, equity ratio of 29%.
2. Paid in capital contribution arrangement
The shareholders shall, within two months after the date of issuance of the company’s business license, pay in full the first phase of the company’s registered capital of 20 million yuan according to the proportion of capital contribution, that is, Party A shall pay 5.8 million yuan, Party B shall pay 8.4 million yuan and Party C shall pay 5.8 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 company.
(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 company needs guarantee from shareholders for external financing, it must 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 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 and Party C from among the directors nominated by them.
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 to the company.
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 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, regulations and the articles of association.
(V) board of supervisors
1. The 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.
(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 general manager, deputy general manager and other senior managers of the company have the authority to implement the provisions of the articles of association. (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 this contract, it 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 calculated according to the loan market quotation interest rate (LPR). 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 the gap between the company’s business objectives and / or the direct losses of the observant party caused by its breach of contract.
4. Either party for breach
