Securities code: 000803 securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022-021
Bece Legend Group Co.Ltd(000803)
Voluntary information disclosure announcement on the signing of cooperation framework agreement by the company
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.
Special tips:
1. The agreement signed this time is the cooperation framework agreement reached by both parties based on cooperation intention, establishes the cooperative partnership between both parties, and lays a foundation for both parties to promote specific project cooperation. The specific cooperation projects shall be subject to a separate cooperation agreement signed by both parties. The specific implementation content and progress are still uncertain. The specific cooperation projects shall be subject to the formal agreement. The company will timely perform the review procedures and information disclosure obligations in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the articles of association. Please pay attention to investment risks.
2. The agreement signed this time is a cooperation framework agreement, which does not involve specific content and amount.
1、 Transaction overview
On January 28, 2022, Bece Legend Group Co.Ltd(000803) (hereinafter referred to as "the company") and Shandong
Binhua Binyang Fuel Chemical Co., Ltd. (hereinafter referred to as "Binyang fuel chemical") has signed the cooperation framework agreement. The company plans to establish a joint venture with Binyang fuel chemical to carry out cooperation related to the transformation of 400000 T / a diesel hydrotreating unit into second-generation biodiesel production project and the new 300000 t / a first-generation biodiesel processing and production project through the joint venture. Binyang Fuel Chemical Co., Ltd. will invest in the supporting infrastructure involved in the project, and the company will invest in cash, and the shareholding ratio will be determined by both parties through negotiation.
This agreement is a framework agreement related to foreign investment. According to the articles of association and other relevant provisions, the above agreement does not involve related party transactions, does not need to be submitted to the board of directors or the general meeting of shareholders of the listed company for deliberation, and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
Company name: Shandong Binyang Fuel Chemical Co., Ltd
Unified social credit Code: 91371600789293030b
Registered capital: 600 million yuan
Type: other limited liability companies
Legal representative: Li Mintang
Date of establishment: June 7, 2006
Business term: from June 7, 2006 to no fixed term
Address: Gongye 7th Road, Yangxin Economic Development Zone, Binzhou City
Business scope: licensed items: production of hazardous chemicals; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: petroleum products manufacturing (excluding hazardous chemicals); Sales of petroleum products (excluding hazardous chemicals); Manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Research and development of new material technology; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Measurement services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Ownership structure: Shandong Binhua Investment Co., Ltd. holds 80%, Beijing Haihua Shenghui Investment Co., Ltd. holds 10%, and Yangxin state owned assets investment and Management Co., Ltd. holds 10%.
Binyang fuel chemical has no relationship with the company, the controlling shareholder and the actual controller.
Binyang burning chemical is not a dishonest person to be executed.
3、 Main contents of the framework agreement
Party A: Shandong Binyang Fuel Chemical Co., Ltd
Party B: Bece Legend Group Co.Ltd(000803)
(I) cooperation content
Party A and Party B agree to further discuss the following framework cooperation contents:
1. Party A and Party B agree to establish a joint venture to carry out cooperation related to the transformation of 400000 T / a diesel hydrogenation and upgrading unit into second-generation biodiesel production project and the new 300000 t / a first-generation biodiesel processing and production project (hereinafter referred to as "the project"). Party A shall contribute to the joint venture with the supporting infrastructure involved in the project, and Party B shall contribute to the joint venture in cash. The shareholding ratio shall be determined by both parties through negotiation. 2. The steam, electricity, hydrogen and other raw materials provided by Party A for the joint venture shall be settled according to the market price.
3. Party A shall provide relevant design data of 400000 T / a diesel hydrogenation upgrading unit and supporting facilities, and Party B shall provide UCO indicators that meet the raw material standards of the first and second generation biodiesel (the specific contents can be determined by Party A and Party B through consultation). Both parties shall jointly determine the technical scheme of biodiesel project transformation, UCO raw material pretreatment technical scheme, project transformation investment and other matters, The personnel dispatched by Party A shall be responsible for the production management of the joint venture and ensure the long-term safe and stable operation of the joint venture after it is put into operation.
(II) force majeure
1. Force majeure in this agreement refers to unforeseeable, unavoidable and insurmountable objective conditions caused by natural causes such as earthquake, typhoon, fire and flood and the adjustment of laws and regulations.
2. If the agreement cannot be performed due to force majeure, the party affected by force majeure shall immediately notify the other party in writing of the fact that the agreement cannot be performed, and provide the supporting documents issued by relevant government departments or notary organs within 15 days from the date of force majeure.
3. The performance of this agreement will be suspended within the scope of force majeure and its duration. The execution time of this agreement can be postponed accordingly according to the suspension time, and both parties are not liable for breach of contract. After the force majeure event is eliminated, both parties shall negotiate on the performance and follow-up of the agreement. If the performance of the agreement is suspended for more than 60 days due to force majeure, either party has the right to terminate the agreement.
(III) application of law and dispute resolution
1. The signing, effectiveness, interpretation, implementation and dispute resolution of this Agreement shall be carried out in accordance with the laws of the people's Republic of China.
2. Any dispute arising from or in connection with this Agreement shall be settled through negotiation in a friendly and cooperative manner. If the negotiation fails, it may be submitted to Binzhou people's court for arbitration.
4、 Impact on the company
This cooperation is in line with the development plan of the company's overall strategy of focusing on the treatment of kitchen organic waste and the resource utilization of waste edible oil, which is conducive to the company's integration of external resources, continuous expansion of various core businesses, giving full play to the advantages of all parties in the fields of product, technology and market cooperation, and further carrying out exploration and cooperation in the fields of waste oil business, In the future, with the development of the joint venture's business, it will continue to improve the company's business performance, enhance the company's market competitiveness and market share, so as to further improve the company's comprehensive strength.
5、 Risk tips
The agreement signed this time is the cooperation framework agreement reached by both parties based on cooperation intention, establishes the cooperative partnership between both parties, and lays a foundation for both parties to promote specific project cooperation. The specific cooperation projects shall be subject to a separate cooperation agreement signed by both parties. The specific implementation content and progress are still uncertain. The specific cooperation projects shall be subject to the formal agreement. The company will timely perform the review procedures and information disclosure obligations in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the articles of association. Please pay attention to investment risks.
6、 Documents for future reference
1. Cooperation framework agreement.
Bece Legend Group Co.Ltd(000803) board of directors
February 8, 2022
