Securities code: 002068 securities abbreviation: Jiangxi Black Cat Carbon Black Inc.Ltd(002068) Announcement No.: 2022-004 Jiangxi Black Cat Carbon Black Inc.Ltd(002068)
Announcement on signing Investment Framework Agreement
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. There are risks and uncertainties in the performance of this framework agreement due to major changes in national policies, market environment or other factors such as force majeure. The company will actively take various effective measures to promote the smooth implementation of the project.
2. The implementation of specific projects under this framework agreement still needs to go through the process of project initiation, policy permission, project demonstration, etc., the relevant land procedures have not been handled, and the project construction also needs to be approved by the relevant procedures such as energy assessment, environmental assessment and safety assessment. The construction cycle is long, and there are problems due to the continuous handling of the project The risk of delaying the project production date due to the adjustment of technical construction scheme and other factors.
3. According to the relevant requirements of state-owned assets supervision and administration, this foreign investment still needs to be reported to Jingdezhen state owned assets supervision and Administration Commission for approval. The company will make follow-up disclosure in time according to the progress of the project and perform relevant decision-making, approval and other procedures.
4. There is uncertainty about the specific impact of the signing of this Agreement on the financial situation of the company in this year and future fiscal years.
1、 Signing of agreement
Through friendly negotiation, based on the principle of equality and mutual benefit, Jiangxi Black Cat Carbon Black Inc.Ltd(002068) (hereinafter referred to as “the company”), Lecron Industrial Development Group Co.Ltd(300343) (hereinafter referred to as ” Lecron Industrial Development Group Co.Ltd(300343) “), China Power Engineering Consulting Group Southwest Electric Power Design Institute Co., Ltd. (hereinafter referred to as “Southwest Electric power”) China Energy Construction Group Tianjin Electric Power Construction Co., Ltd. (hereinafter referred to as “Tianjin electric power”) plans to sign the investment framework agreement with Wuhai Municipal People’s government to invest in the construction of 50000 T / a PVDF industrial chain and 0.6gw supporting green power projects in the low-carbon industrial park of Wuhai high tech Industrial Development Zone.
Among them, the 50000 T / a PVDF industrial chain project is implemented by “Inner Mongolia Lianhe fluorocarbon New Material Co., Ltd.” (tentative name, specific name shall be subject to the name approved and registered by the market supervision and administration department) established by the company and Lecron Industrial Development Group Co.Ltd(300343) . See the announcement on foreign investment (Announcement No.: 2022-002) disclosed by the company on January 22, 2022 for details.
This Agreement does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. The company will perform corresponding decision-making procedures and information disclosure obligations in accordance with relevant laws and regulations, the articles of association and other relevant provisions and the progress of relevant matters.
2、 Basic information of partners
(I) Wuhai Municipal People’s Government
Address: Binhe street, Haibowan District, Wuhai City
Affiliated relationship: Wuhai Municipal People’s government has no affiliated relationship with the company.
(Ⅱ) Lecron Industrial Development Group Co.Ltd(300343)
1. Unified social credit Code: 913700007465697547
2. Address: West area, R & D building, Zibo science and Technology Industrial Park, No. 69, Sanying Road, Zhangdian District, Zibo City, Shandong Province
3. Enterprise type: joint stock limited company (listed)
4. Legal representative: Wang Xiandong
5. Registered capital: RMB 1148993999
6. Date of establishment: January 29, 2003
7. Business scope: licensed items: import and export of goods; Operation of hazardous chemicals. (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: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of biochemical product technology; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Research and development of bio based materials technology; Manufacturing of bio based materials; Sales of bio based materials; Research and development of new material technology; New material technology promotion services; China trade agency; Supply chain management 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)
8. Association relationship: Lecron Industrial Development Group Co.Ltd(300343) has no association relationship with the company.
9. Upon inquiry on China execution information disclosure network, Lecron Industrial Development Group Co.Ltd(300343) was not included in the list of dishonest Executees.
(III) China Power Engineering Consulting Group Southwest Electric Power Design Institute Co., Ltd
1. Unified social credit Code: 91510100768614747h
2. Address: No. 16, Dongfeng Road, Chenghua District, Chengdu, Sichuan
3. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
4. Legal representative: Wang Qiang
5. Registered capital: 1 billion yuan
6. Date of establishment: January 16, 1998
7. Business scope: undertaking survey, design, consultation and evaluation of construction projects in various industries and levels; Engage in general contracting of construction projects, special equipment design, project supervision, engineering technical and economic consultation, project management and relevant technical research and management services within the scope of qualification certificate; Undertake geotechnical engineering, environmental impact assessment, surveying and mapping services, technical testing and other environmental governance; Undertake survey, design, consultation and supervision projects of overseas power projects; Export of equipment and materials required for the above projects and dispatch of project survey, design, consulting and Supervision Labor Personnel; Contracting overseas power industry projects and domestic international bidding projects. Electronic computer technology services, micro reduction, identification and maintenance of measuring instruments, environmental monitoring, engineering technology and planning management, information transmission, computer software industry, basic geological exploration and technical services, sales of equipment and materials required for the project, import and export of goods, import and export of technology and other professional technical services; Typing and copying; Advertising design; Parking service; Selling electricity. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
8. Association relationship: there is no association relationship between Southwest Power and the company.
9. According to the inquiry of China executive information disclosure network, southwest power was not included in the list of dishonest Executees.
(IV) China Energy Construction Group Tianjin Electric Power Construction Co., Ltd
1. Unified social credit Code: 91120102103218520p
2. Address: No. 3, Qiwei Road, Hedong District, Tianjin
3. Enterprise type: limited liability company
4. Legal representative: Fu Xiujun
5. Registered capital: 1072.2374 million yuan
6. Date of establishment: December 15, 1980
7. Business scope: licensed projects: various engineering construction activities; Construction engineering survey; Construction engineering design; Import and export of goods; Technology import and export; Installation, repair and test of power facilities; Installation, transformation and repair of special equipment; Inspection and testing services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General projects: foreign contracted projects; Engineering management services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of metal products; Sales of electrical and mechanical equipment; Sales of building materials; Sales of metal materials; Sales of generators and generator sets; Sales of wind turbine units and parts; Sales of chemical products (excluding licensed chemical products); Software development and software sales; Information system integration service; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); estate management; Electrical equipment repair; Maintenance of electronic and mechanical equipment (excluding special equipment); General mechanical equipment installation services; Sales of mechanical equipment; General equipment repair; Repair of special equipment; Mechanical equipment leasing; Leasing of construction machinery and equipment; International freight forwarder; NVOCC business; Limited to branches: manufacturing of civil nuclear safety equipment; Installation of civil nuclear safety equipment; Special equipment design; Manufacturing of special equipment; Installation, transformation and repair of special equipment; Special equipment sales; Metal structure manufacturing; Metal structure sales.
8. Association relationship: there is no association relationship between Tianjin electric power and the company.
9. After inquiry on China executive information disclosure network, Tianjin electric power was not included in the list of dishonest Executees.
3、 Main contents of the framework agreement
Party A: Wuhai Municipal People’s Government
Party B:
Party B 1: Jiangxi Black Cat Carbon Black Inc.Ltd(002068)
Party B 2: Lecron Industrial Development Group Co.Ltd(300343)
Party B 3: China Power Engineering Consulting Group Southwest Electric Power Design Institute Co., Ltd
Party B 4: China Energy Construction Group Tianjin Electric Power Construction Co., Ltd
(I) overview of investment project
Content of green power chain project: 6.5 million tons / year
Proposed construction site of the project: Low Carbon Industrial Park of Wuhai high tech Industrial Development Zone
Project investment scale: the total investment is about 7.2 billion yuan, of which the total industrial investment is about 4.16 billion yuan and the total investment of 0.6gw supporting green power is about 3.04 billion yuan.
Project implementation progress: the project implements unified planning and is constructed in two phases, and the land is provided in time according to the planned construction progress.
Project construction period: the first phase of the project is basically completed within 18 months after the land certificate is handled.
(II) project land
Project land: according to the needs of Party B’s project, Party A is responsible for providing Party B with about 800 mu of project land, and the final land scale shall be subject to the final approval of Wuhai natural resources bureau according to law and regulations.
Nature of land use: the nature of the land used for the project is state-owned industrial land, and the transfer period of land use right shall be implemented in accordance with relevant national laws and regulations.
Transfer method of land use right: Party A shall assist Party B to legally and legally obtain the use right of state-owned construction land at a price not lower than the price specified by the state (excluding deed tax) by listing.
(III) rights and obligations of Party A
1. Party A shall fully cooperate with Party B in the construction of the project.
2. Party A is responsible for providing supporting infrastructure such as water supply, electricity, road and gas.
3. Party A shall be responsible for coordinating and meeting Party B’s energy consumption index, water consumption index, emission index and green power index, assisting Party B to pass the review related to the project construction legally on the premise of law and regulation, and assisting Party B to go through the project approval procedures of various products to ensure the normal production needs of Party B. The supporting green electricity shall be directly used by Party B, and all the remaining electricity shall be connected to the Internet. Party A supports and certifies that after the completion of the project and passing the acceptance, the energy consumption indicators generated by the production of green power in its life cycle that can be used for project reduction and substitution are all used for the projects invested by Party B 1 in Wuhai City; The carbon sequestration (carbon dioxide emission reduction target) generated by the production of green electricity shall be implemented in accordance with the policies of the state and the autonomous region, and in principle shall be used to support Party B’s products to achieve the goal of carbon neutralization.
4. Party A has the right to supervise Party B to develop the construction project in accordance with the requirements of the agreement, and listen to the introduction and report of the progress of the project.
5. The Management Committee of low-carbon industrial park coordinates relevant policies and banks, and provides financial support through various channels.
6. Tax revenue shall be implemented in accordance with the national policy of western development.
7. If there are other matters to be solved in Party B’s project, Party A shall solve them through special research in the meeting in the way of “one case, one discussion”.
8. Due to the large single production capacity of 50000 T / a PVDF industrial chain project, in order to avoid repeated construction and ensure the orderly, efficient and high-quality development of the project, Party A will not introduce other similar projects in principle after the successful entry of the project. (IV) rights and obligations of Party B
1. Fulfill the investment obligations as agreed in this agreement, be responsible for the feasibility study report, planning, environmental assessment and other documents of the project, and handle all relevant procedures in accordance with legal procedures.
2. Party B shall, in accordance with the principle of territorial management and territorial tax payment, register and establish an independent legal person project company within the administrative division of Party A, handle business license and tax registration, and truthfully declare and pay taxes according to the business situation of the enterprise. 3. Party B shall go through relevant procedures in accordance with the procedures and accept the supervision and management of Party A and relevant departments of Party A in the process of development and construction.
4. Party B guarantees that the project will always meet the specific requirements of national industrial policies, environmental protection, safety production and other relevant laws and regulations.
5. Party B promises to urge Party B’s enterprises and project construction units to strictly abide by local laws and regulations and protect the ecological environment of the development area, otherwise they will consciously bear corresponding responsibilities.
6. The land parcel purchased by Party B according to the bidding, auction and listing within the territory of Party A shall be used for the construction of 50000 T / a PVDF industrial chain project and related industrial projects, and the land use shall not be changed or transferred by itself. Otherwise, Party A has the right to arrange the land separately, and all losses caused thereby shall be borne by Party B.
(V) liability for breach of contract
If either Party A or Party B fails to fully perform the relevant provisions of this agreement within 90 days after the effectiveness of this agreement, the observant party can urge the defaulting party to perform within a certain period in writing; If the defaulting party still has no substantial improvement and the cooperation objectives of all parties are seriously affected, the observant party has the right to require the defaulting party to compensate for relevant losses and terminate this agreement.
(VI) effectiveness and termination of the agreement
1. This Agreement shall come into force on the date when it is signed (signed or sealed) by both parties (official seal or special seal for contract) and the legal representative (person in charge) or entrusted agent of each party.
2. The performance of this agreement is based on the premise that Party B obtains the right to use the project construction land through legal bidding, auction and listing. If Party B fails to obtain the right to use the project construction land, this agreement will be automatically terminated and will not be deemed as a breach of contract by all parties, and all parties will not bear any responsibility.
(VII) other matters
1. For matters not covered in this agreement, the parties may sign a supplementary agreement through negotiation. In case of any inconsistency between the supplementary agreement and this agreement, the supplementary agreement shall prevail.
2. If the agreement cannot be fulfilled due to the adjustment of national laws, regulations and industrial policies, it shall be implemented in accordance with the latest regulations and industrial policies after adjustment.
3. This agreement is made in quintuplicate, with each party holding one copy, all of which have the same legal effect.
4. This framework agreement is the intentional arrangement of all parties for Party B’s proposed investment in Wuhai City. All cooperation contents involved in this Agreement and the specific implementation of related businesses can be assigned or entrusted by each party to sign a specific agreement within the scope of this framework agreement.
4、 Impact on the company
This cooperation will help all parties give full play to their respective resources and advantages, deeply implement the national strategic deployment of “carbon peaking and carbon neutralization”, have positive significance for the company to continuously improve its industrial chain layout, further enhance the company’s market competitiveness and sustainable profitability, and comply with the company’s long-term development strategy and the interests of all shareholders.
There is uncertainty about the specific impact of the signing of this Agreement on the financial situation of the company in this year and future fiscal years.
5、 Risk tips
one
