Securities code: 300056 securities abbreviation: Xiamen Zhongchuang Environmental Technology Co.Ltd(300056) Announcement No.: 2022-028 Xiamen Zhongchuang Environmental Technology Co.Ltd(300056)
Announcement on signing strategic cooperation agreement with Bank of Jiangxi Co., Ltd
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. This agreement is a strategic cooperation agreement between the company and Bank of Jiangxi. Based on the principle of mutual benefit and win-win, both parties establish a comprehensive strategic cooperation relationship and become a strategic partner. The specific cooperation projects involved must be signed separately.
2. The strategic cooperation agreement signed this time does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3. Except for the strategic cooperation agreement signed by the company and Heyuan Capital Management Co., Ltd. and the equity acquisition intention agreement signed by the company with LV kunkun and LV Hongtao, the company has not made progress or failed to achieve the expected progress in the disclosed framework agreement in the past three years.
1、 Basic information on signing of strategic cooperation agreement
In order to strengthen bank enterprise cooperation and give full play to the business advantages of both parties, Xiamen Zhongchuang Environmental Technology Co.Ltd(300056) (hereinafter referred to as ” Xiamen Zhongchuang Environmental Technology Co.Ltd(300056) “, “company” or “party a”) and Bank of Jiangxi Co., Ltd. (hereinafter referred to as “Bank of Jiangxi”) recently signed the strategic cooperation agreement (hereinafter referred to as “this Agreement”).
Through friendly consultation, based on the principle of mutual benefit and win-win, the two sides are willing to establish a comprehensive strategic cooperative relationship and become strategic partners. This agreement is a strategic cooperation agreement. The company will perform necessary decision-making procedures and information disclosure obligations according to specific cooperation matters.
1. Company name: Bank of Jiangxi Co., Ltd
2. Unified social credit Code: 913601007055009885
3. Type: joint stock limited company (listed)
4. Registered capital: 6024276901 yuan
5. Registered address: No. 699, Financial Street, Honggutan New District, Nanchang City, Jiangxi Province
6. Legal representative: Chen Xiaoming
7. Date of establishment: February 18, 1998
8. There is no relationship between the company and Bank of Jiangxi Co., Ltd. Bank of Jiangxi operates well and has good performance ability.
3、 Main contents of strategic cooperation agreement
Party A: Xiamen Zhongchuang Environmental Technology Co.Ltd(300056)
Party B: Bank of Jiangxi Co., Ltd
In order to strengthen the cooperation between banks and enterprises, give full play to the business advantages of Party A and Party B and better promote the win-win cooperation between the two sides, through friendly negotiation and based on the principle of mutual benefit and win-win, the two sides are willing to establish a comprehensive strategic cooperative relationship and become strategic partners. Now we have reached the following agreement on comprehensive strategic cooperation:
1、 Cooperative principle
(I) principle of mutual benefit. Both parties shall carry out cooperation on the premise of complying with national laws, regulations and relevant policies, and follow the principle of “equal consultation, mutual benefit, good faith and risk control”, give full play to the business advantages of both parties, establish a strategic long-term cooperative relationship and promote the common growth of both parties.
(II) principle of common development. Party A is willing to make use of the advantages and influence of its own company in operation and related fields to actively expand the field of business cooperation between the two sides. As a commercial bank, Party B is willing to take advantage of its financial strength, customer resources, scientific and technological strength and business network to realize complementary advantages, resource sharing and common development. (III) the principle of mutual priority and support. Party A is willing to give priority to handling various banking businesses in Party B and its branches in accordance with relevant policies and under the same conditions, and recommend its holding subsidiaries and upstream and downstream high-quality enterprises to choose to handle relevant banking businesses in Party B and its branches. Party B shall give priority to providing comprehensive financial services to Party A in accordance with national policies, laws and regulations to allow business development and meet the financial needs of its daily business development and fund management.
2、 Cooperation content
Party A and its holding company regard party B as the main cooperative bank of financial business and carry out financial business cooperation with Party B under the same conditions. Party B provides Party A with convenient, preferential and high-quality financial services, and Party B designates the business department of Bank of Jiangxi Co., Ltd. as the main cooperative bank.
(I) comprehensive credit cooperation
In accordance with relevant laws and regulations, regulatory provisions and credit system, Party B grants a comprehensive credit line of 1 billion yuan to Party A and its holding company, including but not limited to loans, bills, bonds, etc., to support its business development of environmental protection and new energy materials, environmental protection treatment projects, hazardous solid waste disposal and renewable resources, urban and rural sanitation, etc, The specific credit and guarantee methods shall be subject to the credit and guarantee agreement signed by both parties.
(II) investment banking cooperation
Party A shall give priority to Party B as the host bank in terms of bond issuance investment bank, upstream and downstream supply chain, cluster customer business and financial leasing under the same conditions of other banks.
Party A and its holding company shall give priority to financial business cooperation with Party B and jointly participate in the establishment of financial projects and investment and financing operations. Party B will use its professional financial service ability to provide diversified financing methods including syndicates, securities, funds and other financial institutions to Party A, its holding companies and upstream and downstream high-quality enterprises, and assist Party A in issuing diversified debt financing instruments such as medium-term notes, short-term financing bonds, ultra short-term financing bonds and corporate bonds, and design other innovative business plans.
(III) comprehensive settlement cooperation
Party A and its holding company shall give priority to opening basic settlement accounts and relevant settlement accounts in the institutions affiliated to Party B, and take Party B as the primary Cooperative Bank of commercial bank accounts. Party B shall provide Party A with convenient, preferential and high-quality capital settlement services in accordance with the relevant provisions of the people’s Bank of China.
(IV) personal financial cooperation
Party B will make use of its own personal banking business advantages to provide high-quality and fast personal banking services to Party A’s executives and employees, including but not limited to: payroll, VIP card, living payment, personal consumption loan (including mortgage loan), personal financial management, official card (credit card), foreign currency business and other financial services.
(V) international business cooperation
Party A and its holding company give priority to Party B to carry out international business cooperation. Party B provides Party A with various high-quality products and services under capital and trade finance, including but not limited to international settlement, foreign exchange loan, trade financing, cross-border letter of guarantee and other international business services.
3、 Cooperation mode
(I) advantageous resource sharing
Party A and Party B make use of their respective advantages in customer resources, network advantages, industry advantages and other aspects to facilitate each other’s business development, meet each other’s business development needs and jointly promote business development.
(II) business information exchange
Party A and Party B shall establish an information exchange system, jointly develop relevant financial service tools, provide customers with comprehensive financial services, and extend the value-added services of high-end customers through the innovation of business portfolio, product portfolio and resource portfolio.
(III) business exchange
1. Establish an irregular exchange of visits between senior leaders of both sides.
2. Establish a training exchange system. Both parties conduct business exchanges regularly or irregularly in an agreed form, send personnel to each other’s institutions for study and visit, or invite each other’s personnel to participate in business training and seminars organized by their own party.
4、 Confidentiality clause
Party A and Party B are obliged to strictly keep trade secrets for the other party, and shall not provide any data and information about the other party’s business operation without the permission of the other party. Unless otherwise provided by laws and regulations.
No matter whether this agreement is terminated or terminated, the confidentiality obligation of this clause shall continue to be valid for both parties.
5、 Supplementary Provisions
(I) this agreement is a framework agreement for strategic cooperation between both parties, and the specific cooperation projects involved must be signed separately.
(II) during the execution of this agreement, if there is any dispute or it is necessary to modify or supplement the relevant provisions of the agreement, it shall be settled by both parties through negotiation.
(III) this agreement is valid for three years. If both parties have no objection when it expires on schedule, the validity period will be automatically extended for one period. If one party needs to terminate the agreement in advance, it shall notify the other party in writing one month in advance.
(IV) any dispute arising from or in connection with this agreement between Party A and Party B may be settled through friendly negotiation first. If the dispute cannot be settled through negotiation within 30 days from the date when one party proposes to settle the dispute through negotiation in writing, either party has the right to submit the dispute to the people’s court with jurisdiction where Party B is located for litigation settlement. (V) this Agreement shall take effect from the date when the legal representatives (or their authorized agents) of both parties sign and affix their official seals.
4、 Impact on the company
The signing of this strategic agreement will promote in-depth cooperative relations between the two sides. As a commercial bank, Jiangxi bank takes advantage of its capital strength, customer resources, scientific and technological strength and business network to realize complementary advantages, resource sharing and common development with the company. The signing of this agreement will not lead to changes in the company’s main business and business scope, will not affect the company’s business independence, and will not damage the interests of the company and shareholders. 5、 Risk tips
1. This agreement is a strategic cooperation agreement between the two parties. The specific cooperation projects between the two parties shall be subject to the separately signed agreement. There are certain uncertainties in the performance of the strategic cooperation agreement. Please pay attention to the investment risks.
2. For the subsequent implementation of this agreement, the company will perform the obligation of information disclosure in a timely manner in strict accordance with relevant regulations.
6、 Other relevant instructions
1. The information disclosure media designated by the company are securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.), Relevant information shall be subject to the contents published on the above-mentioned designated media.
2. The company will issue progress announcements in a timely manner in accordance with the relevant rules and the disclosure requirements of the articles of association and the subsequent cooperation between the two parties; The company invites investors to invest rationally and pay attention to investment risks.
3. In addition to the following table, the company has not made any progress in the disclosed framework agreement or the progress has not reached the expectation in the last three years. See the following table for details:
Preface disclosure date and Announcement No. disclosed in the last three years
Progress and reasons for the name of framework agreement No
1. The company signed with LV kunkun and LV Hongtao on July 13, 2021, 2021-090. There was no follow-up progress, and the parties to the equity acquisition intention agreement were in negotiation.
2. The company and Heyuan Capital Management Co., Ltd. had no follow-up progress on March 19, 2019-034. Strategic cooperation agreement signed by the company
4. Changes in shareholding of controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers of the company within three months before the signing of the agreement
Situation: Mr. Qiu Guoqiang, a shareholder holding more than 5% of the company, and Zhongchuang zunhui environmental protection technology on January 4, 2022
The company signed the supplementary agreement to the share transfer agreement, transferred 20000000 shares (accounting for 5.19% of the total share capital of the company) it held to Zhongchuang zunhui environmental protection, and disclosed the simplified equity change report on the same day
For details, please refer to the share transfer agreement signed by major shareholders disclosed by the company on January 5, 2022
Supplementary agreement to the agreement and suggestive announcement of changes in equity (Announcement No.: 2022-005), simplified report on changes in equity (Qiu Guoqiang) (Announcement No.: 2022-006). In the next three months, the above-mentioned share transfer procedures will be handled. After the completion, Mr. Qiu Guoqiang will no longer be a shareholder of more than 5% of the company. If Mr. Qiu Guoqiang has a subsequent reduction plan, the company will disclose it in time in accordance with laws and regulations. In addition to the above, the controlling shareholders of listed companies, other shareholders holding more than 5%, and Dong Jiangao have no plan to reduce their shares.
7、 Documents for future reference
Strategic cooperation agreement
It is hereby announced.
Xiamen Zhongchuang Environmental Technology Co.Ltd(300056)
Board of directors
February 7, 2002
