Securities code: 600481 securities abbreviation: Shuangliang Eco-Energy Systems Co.Ltd(600481) No.: 2022-016
Shuangliang Eco-Energy Systems Co.Ltd(600481)
Announcement on the signing of daily operating contracts by holding subsidiaries
The board of directors and all 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.
Important content tips:
Contract type and amount:
Contract type: daily operating contract
Contract amount: the total amount of the two contracts is 743.8 million yuan (including tax)
Impact on the current performance of listed companies: if both contracts are successfully performed, it will have a certain positive impact on the company's performance this year, but it will not affect the independence of the company's operation.
Special risk tips:
1. Market risk: there are uncertain factors in the photovoltaic market. After the implementation of this contract, it may face market risks such as changes in the polysilicon material market, which will affect the continuity of the company's polysilicon reduction furnace orders.
2. Performance risk: all parties to the contract have the ability to perform the contract. In the process of performing the contract, if they encounter major changes in the external macro environment, changes in relevant national policies, changes in customer demand, fluctuations in raw material costs and other unforeseen or force majeure factors, the contract may not be fully performed or the profit may not reach the expectation. Both contracts recognize revenue by stages, and there is a risk of uncertainty in the recovery of funds.
3. Default risk: the company may be liable for breach of contract if it fails to deliver goods in time due to the company or other reasons, the quality of delivered products does not meet the requirements of the contract or technical agreement, and violates other contractual obligations.
Please pay attention to investment risks.
1、 Review procedure
Both contracts are daily operating contracts of the company. According to their amount, they do not need to be deliberated and approved by the board of directors and the general meeting of shareholders of the company.
2、 The subject matter of the contract and the situation of the other party
1. Subject matter of the contract
(1) Jiangsu Shuangliang new energy equipment Co., Ltd., a holding subsidiary of Shuangliang Eco-Energy Systems Co.Ltd(600481) (hereinafter referred to as "the company"), and Xinjiang central Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd. signed the sales contract (hereinafter referred to as "contract I") on February 8, 2022. The subject of the contract is multi pair rod reduction furnace equipment, It is used for the silicon-based new material industry integration project of Xinjiang central Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd. (200000 tons of high-purity polysilicon project) with a contract amount of RMB 325.6 million (including tax).
(2) Jiangsu Shuangliang new energy equipment Co., Ltd., the holding subsidiary of the company, and Ningxia Jingjing new energy materials Co., Ltd. signed the equipment procurement contract (hereinafter referred to as "contract II") on February 8, 2022. The subject matter of the contract is multi pair rod reduction furnace equipment, and the contract amount is RMB 418.2 million (including tax).
2. Information of the other party to the contract
(1) 1. Information of the other party to the contract
Name: Xinjiang central Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91650190mabjjmy04g
Registered address: room 8-05, management committee, No. 2345, Hanhai East Street, ganquanpu economic and Technological Development Zone, Urumqi, Xinjiang
Legal representative: Luo Liguo
Registered capital: 500 million yuan
Business scope: general items: Sales of photovoltaic equipment and components; Education consulting services (excluding education and training activities involving license approval). (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)
(2) II. Information of the other party
Name: Ningxia crystal new energy material Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91640200ma76mr789p
Registered address: No. 323 and 324, administrative committee of economic and Technological Development Zone, Huinong District, Shizuishan City, Ningxia Hui Autonomous Region
Legal representative: Zhang Lunda
Registered capital: 100 million
Business scope: general projects: research and development of new materials and technologies; New material technology promotion services; Manufacturing of non-metallic mineral products; Non ferrous metal calendering; Common non-ferrous metal smelting; Sewage treatment and recycling; Research and development of key technologies of waste heat power generation; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Manufacturing of photovoltaic equipment and components; Sales of electronic special materials; Research and development of special electronic materials; Manufacturing of special electronic materials; Cecep Solar Energy Co.Ltd(000591) sales of thermal power generation products; Cecep Solar Energy Co.Ltd(000591) sales of thermal power generation equipment; Sales of photovoltaic equipment and components; Manufacturing of power electronic components; Sales of power electronic components; Sales of non-metallic minerals and products; Non ferrous metal casting; Sales of high-performance non-ferrous metals and alloy materials; Brick and tile manufacturing; Building block manufacturing; Brick and tile sales; Construction stone processing; Manufacturing of new building materials (excluding hazardous chemicals) (in addition to licensing business, it can independently operate projects not prohibited or restricted by laws and regulations)
Ningxia crystal new energy materials Co., Ltd. is a wholly-owned subsidiary of Shanghai Oriental hope Energy Holding Co., Ltd.
There is no relationship between Xinjiang central Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd. and Ningxia crystal new energy materials Co., Ltd. and the company and its subsidiaries.
3、 Main terms of the contract
(1) Contract I
Buyer: Xinjiang central Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd
Jiangsu Shuangliang new energy equipment Co., Ltd
1. Total contract price: RMB 325.6 million (including tax) (in words: RMB 325.6 million only).
2. Payment method: telegraphic transfer and acceptance.
Follow the settlement mode of advance payment - material payment - payment for goods - quality guarantee deposit.
3. Performance period: after the seller delivers 40 sets of equipment to the buyer's warehouse within 6 months from the date when the buyer pays the advance payment, it will deliver 40 sets of equipment to the buyer's warehouse every month until the quantity of equipment signed in the contract is completed. If the seller needs to delay the delivery, the buyer's written notice 30 days in advance shall prevail.
4. Place of performance: warehouse of Xinjiang central Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd
5. Warranty period: the Seller guarantees that under the condition of correct installation and operation, the product warranty period is 12 months after all installation and commissioning are qualified, or 18 months after all goods arrive (whichever expires first).
6. Liability for breach of contract:
6.1 if the seller fails to deliver all or part of the products within the time limit specified in the contract or the extended time limit agreed by the buyer, and the products purchased by the buyer are not put into use due to other reasons of the seller, the buyer has the right to collect liquidated damages from the seller according to the contract;
6.2 if the buyer fails to make payment in accordance with the contract, it shall pay liquidated damages to the seller at the bank deposit interest rate for the same period;
6.3 if the seller violates any provision of the contract, it shall be deemed as a breach of contract. The buyer has the right to require the seller to bear liquidated damages. If the liquidated damages cannot make up for the losses, the buyer has the right to compensate the seller according to the actual losses and demand the termination of the contract.
7. Effectiveness of the contract: the contract shall come into force from the date when both parties affix their official seals (special seal for contract).
8. Dispute resolution: All disputes arising from the performance of this contract and related agreements shall be settled by both parties through friendly negotiation; If the negotiation fails, it shall be submitted to the people's court where the buyer is located for litigation.
(2) Contract II
Party A (buyer): Ningxia crystal new energy materials Co., Ltd
Party B (seller): Jiangsu Shuangliang new energy equipment Co., Ltd
1. Total contract price: 418.2 million yuan (including tax) (in words: 418.2 million yuan only).
2. Payment method: acceptance or spot exchange.
Follow the settlement mode of deposit - advance payment - purchase progress payment - payment for goods - quality guarantee deposit.
3. Performance period: deliver all qualified products under the contract before August 30, 2022.
4. Place of performance: Party A's location.
5. Warranty period: the warranty period of the equipment is one year, and the warranty period is calculated from the date of passing the equipment installation, commissioning and acceptance (the longest shall not exceed 18 months after the goods arrive at the site, whichever expires first).
6. Liability for breach of contract: during the performance of the contract, if Party B increases the price in any form, delays the delivery or installation and commissioning of equipment, fails to deliver the products in accordance with the contract or technical agreement, fails to deliver the equipment startup and equipment control system as agreed, divulges trade secrets and violates other obligations agreed in the contract, Party B shall bear the liability for breach of contract as agreed in the contract.
7. Effectiveness of the contract: the contract shall come into force from the date when both parties affix their official seals (special seal for contract).
8. Dispute resolution: any dispute arising from the performance of this contract shall be settled by both parties through negotiation; If the negotiation fails, the court shall make a ruling and agree that the lawsuit shall be under the jurisdiction of the people's court with jurisdiction in the place where Party A is located.
4、 Explain the impact of contract performance on listed companies
1. The amount of the two contracts is 743.8 million yuan, accounting for 35.91% of the company's audited operating revenue in 2020. If the contract is successfully performed, it will have a positive impact on the company's total assets, net assets and net profit this year.
2. The signing of the two contracts does not constitute related party transactions. The performance of this contract will not affect the independence of the company's business and operation, and the company will not form business dependence on it.
5、 Risk analysis of contract performance
1. Market risk: there are uncertain factors in the photovoltaic market. After the implementation of this contract, it may face market risks such as changes in the polysilicon material market, which will affect the continuity of the company's polysilicon reduction furnace orders.
2. Performance risk: all parties to the contract have the ability to perform the contract. In the process of performing the contract, if they encounter major changes in the external macro environment, changes in relevant national policies, changes in customer demand, fluctuations in raw material costs and other unforeseen or force majeure factors, the contract may not be fully performed or the profit may not reach the expectation. Both contracts recognize revenue by stages, and there is a risk of uncertainty in the recovery of funds.
3. Default risk: the company may be liable for breach of contract if it fails to deliver goods in time due to the company or other reasons, the quality of delivered products does not meet the requirements of the contract or technical agreement, and violates other contractual obligations.
Please pay attention to investment risks.
6、 Appendix of online announcement for future reference
Purchase contract and equipment purchase contract signed by all parties.
It is hereby announced.
February 9, 2002
