Securities code: 300970 securities abbreviation: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) Announcement No.: 2022-002 Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
Announcement on signing the investment agreement and planning to establish a holding subsidiary in Jiangzhou District, Chongzuo City
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 total investment amount, land area and other indicators in the investment agreement are estimated values and do not represent the commitment to investors.
2. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this investment matter needs to be submitted to the general meeting of shareholders for deliberation.
3. This investment 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.
4. The investment project is in the planned implementation stage and will not have a significant impact on the company’s financial situation and operating results in the short term.
1、 Overview of foreign investment
1. Basic information of foreign investment
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) (hereinafter referred to as “the company”) plans to sign the investment agreement with the Management Committee of Jiangzhou Economic Development Zone, Chongzuo City (hereinafter referred to as “the Management Committee of Jiangzhou Economic Development Zone”). The company plans to build a new modern agricultural edible fungus industrialization project in the industrial Park of Jiangzhou District, Chongzuo City, Guangxi Province. The project is constructed in three phases with a total investment of about 1.67 billion yuan, The planned area is about 720 mu. Phase I covers an area of about 260 mu, and phases II and III cover an area of about 460 mu.
It is proposed to set up a subsidiary in Chongzhou, Guangxi Province to carry out relevant business.
2. Approval of foreign investment
On February 9, 2022, the 11th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on signing the investment agreement and planning to establish a holding subsidiary in Jiangzhou District, Chongzuo city. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this investment matter needs to be submitted to the general meeting of shareholders for deliberation.
3. This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization.
2、 Basic information of the proposed subsidiary
The company plans to establish a holding subsidiary (hereinafter referred to as “project company”) with non related parties in Jiangzhou District, Chongzuo city. The registered capital of the project company is 50 million yuan, and the shareholding ratio of the company is not less than 50%. The main business is the R & D, planting and sales of edible fungi. The name, registered capital, domicile, business scope and other relevant information of the project company shall be subject to the approval of the industrial and commercial registration authority.
3、 Main contents of investment agreement
The main contents of the investment agreement signed by the Management Committee of Jiangzhou Economic Development Zone (hereinafter referred to as “party a”) and the company (hereinafter referred to as “Party B”) are as follows (the investment, rights and obligations of Party B shall be inherited by the project company after the establishment of the project company):
(I) basic information of the project:
Party A plans to cover an area of about 720 mu (industrial land) and build a new Jiangsu Chinagreen Biological Technology Co.Ltd(300970) modern agricultural edible fungus industrialization project (hereinafter referred to as the “project”). The project is constructed in three phases, with an estimated total investment of about 1.67 billion yuan. The first phase covers an area of 260 mu, with a joint investment of about 500 million yuan and an annual production capacity of about 80000 tons. It mainly produces high-quality edible fungi in factories; Phase II and phase III cover an area of about 460 mu. The specific scope of project site selection and land area shall be subject to the parcel red line map provided by Party A.
(II) main rights and obligations:
1. Party A is responsible for handling land use, planning, construction, fire control and other capital construction procedures related to land and plant construction; Party A shall appoint a special person to assist and supervise Party B in handling the procedures related to production and operation, such as environmental impact assessment, safety assessment and energy assessment, so as to provide high-quality and efficient agency services for the whole process of administrative approval for the project construction.
2. The land, plant (cold chain purification standardization plant), scientific research center and other ancillary facilities in phase I of the project shall be purchased or constructed by Party A (or a third party), and leased to Party B after completing the construction at the agreed time and handling the legal and compliance procedures. After the lease expires, Party B has the priority of renewal and purchase.
3. Party A shall be responsible for the “six supplies and one leveling” of infrastructure around the parcel of land and the leveling of the parcel of land, and bear the project cost of “six supplies and one leveling”; Party A shall assist Party B in solving the guarantee problems of water, electricity, gas and other factors in the process of project construction and production, and provide high-quality and efficient government services for the normal production of the project.
4. Party B shall strictly implement the project construction plan and investment construction progress, and consciously accept the supervision of Party A. if it is necessary to postpone due to objective reasons, Party B must apply to Party A in writing and obtain the written approval of Party A. The nature of the project operation shall not be changed without the permission of Party A.
5. Other rights and obligations stipulated by laws, regulations and agreements.
(III) liability for breach of contract
1. Without the written consent of the other party, either party to this Agreement shall not transfer the rights and obligations specified in this agreement to a third party. If one party defaults on the transfer, the other party may investigate the other party’s liability for breach of contract and have the right to unilaterally terminate the agreement. 2. If this agreement cannot be performed in whole or in part due to laws, regulations, policy adjustments and force majeure, the agreement can be modified or terminated by consensus of both parties.
3. In case of any dispute arising from the execution of the agreement, Party A and Party B shall try their best to solve it through negotiation. If the negotiation fails, both parties shall submit it to Beijing Arbitration Commission for arbitration in accordance with the arbitration rules in force at the time of applying for arbitration. The arbitration award is the final award.
(IV) effectiveness of the agreement
This Agreement shall be established on the date when it is signed and sealed by the legal representatives or authorized representatives of both parties, and shall come into force after both parties perform the legal procedures.
4、 Purpose, existing risks and impact on the company of foreign investment
1. Purpose
Improving production capacity, actively improving the layout of production bases and gradually implementing the national layout strategy are the company’s medium-term development plan. The implementation of this project is an important link for the company to fully implement the national layout strategy. In August 2021, the company signed an investment agreement with the people’s Government of Wangdu County, Hebei Province, and the company’s North China base was settled in Wangdu county. At present, the phase I project of North China base is under construction and is expected to be put into operation in the second half of 2022. The implementation site of the project is located in Jiangzhou District, Chongzuo City, in the south of China, adjacent to the border of Vietnam, with convenient transportation. After the completion of the project, the export of products is convenient, which will help the company to explore the Southeast Asian market. The project will also help the company to increase its market share in South China and consolidate the radiation capacity of the company’s products to the markets in central and southwest China.
2. Existing risks
In case of sudden factors such as force majeure, other unpredictable reasons and uncertain factors such as policy adjustment during the implementation of the investment project, especially the Jiangzhou District of Chongzuo city is close to the border. Under the current environment of frequent import and repeated epidemic in foreign countries, there will be uncertainty in the progress and later implementation of the project; After the project is completed and put into operation, in case of market changes, there is a risk that it will not meet the investment expectations.
3. Impact on the company
The project will help the company increase its market share in South China and consolidate the radiation ability of the company’s products to the markets in central and southwest China. The project site has convenient transportation and is close to the Southeast Asian border. After the completion of the project, the export of products is convenient, which will help the company to explore the Southeast Asian market.
5、 Documents for future reference
1. Resolution of the 11th meeting of the 4th board of directors of the company.
2. The investment agreement signed by the company and the Management Committee of Jiangzhou economic development zone.
It is hereby announced.
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) board of directors February 9, 2022
