Securities code: 000158 securities abbreviation: Shijiazhuang Changshan Beiming Technology Co.Ltd(000158) Announcement No.: 2022-004 Shijiazhuang Changshan Beiming Technology Co.Ltd(000158)
About joint investment in China's supply and marketing with China's supply and marketing cold chain
Announcement of Shijiazhuang cold chain logistics industrial park project
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
1、 Investment overview
According to the strategic plan of Shijiazhuang Changshan Beiming Technology Co.Ltd(000158) (hereinafter referred to as "the company") "accelerating the implementation of intelligent cold chain logistics projects in Zhengding free trade zone and using integrated digital supply chain technology to help reduce costs and increase efficiency of cold chain logistics projects", the company plans to cooperate with China supply and marketing Cold Chain Logistics Co., Ltd. (hereinafter referred to as "China supply and marketing cold chain") and Shijiazhuang No.2 cotton and hemp Co., Ltd. (hereinafter referred to as "Shijiazhuang cotton and hemp") jointly signed the investment cooperation agreement of China supply and marketing Shijiazhuang cold chain logistics industrial park project (hereinafter referred to as "cooperation agreement") to increase the capital of supply and marketing cold chain logistics (Shijiazhuang) Co., Ltd. (hereinafter referred to as "target company"), Jointly invest in the construction of China supply and marketing Shijiazhuang cold chain logistics industrial park project (hereinafter referred to as "the project").
According to the Shenzhen Stock Exchange Listing Rules, the articles of association and other relevant provisions, this investment does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies, and does not require the approval of the general meeting of shareholders.
2、 Basic information of the project
The total investment of the project is 225.2348 million yuan and the construction period is one year. The construction site is Zhengding high tech Industrial Development Zone, covering an area of 135.89 mu. It is planned to build 4 cold warehouses and 8 normal temperature warehouses, with a total construction area of 47300 square meters. After the completion of the project, the expected annual operating income is 58 million yuan and the annual profit is 25.79 million yuan.
The project organically integrates the functions of cold chain transportation, low-temperature storage, closed loading and unloading, in warehouse sorting, intelligent sorting, urban distribution, information service and other functions to build a complete modern cold chain logistics supply chain. After the completion of the project, it will become a cold chain logistics distribution center with the ability of centralized procurement of bulk commodities and cross regional fresh-keeping distribution, and further improve the national cold chain logistics backbone network. It can complement and connect with China's supply and marketing cold chain parks such as Zhengzhou warehouse, Tianjin warehouse and Jinan warehouse, so as to realize one network, multi-purpose and two-way circulation.
As an important node of the "new network project" of the national supply and Marketing Corporation, the project will also rely on the resource advantages of the whole industrial chain of China supply and marketing group, build standardized cold chain logistics infrastructure from a high starting point, integrate cold chain resources by market-oriented means, gradually build and form a green smart cold chain logistics industrial base and cultivate cold chain industrial clusters, Focus on building a core node warehouse of the national cold chain logistics backbone network.
3、 Feasibility analysis
(I) government industrial policy support and location advantages
On March 1, 2019, the national development and Reform Commission and other 24 departments jointly issued the opinions on promoting the high-quality development of logistics and promoting the formation of a strong Chinese market, which clearly proposed to strengthen the construction of Shenzhen Agricultural Products Group Co.Ltd(000061) logistics backbone network and cold chain logistics system, and develop new cold chain logistics modes such as "fresh e-commerce + cold chain home distribution" and "central kitchen + cold chain distribution of food materials", Improve the consumer experience.
On January 6, 2020, the general office of the Ministry of agriculture and rural areas issued the notice of the general office of the Ministry of agriculture and rural areas on the construction of short board project warehouse in the field of "agriculture, rural areas and farmers" (Nongban Jicai [2020] No. 1), and launched the construction project of Shenzhen Agricultural Products Group Co.Ltd(000061) storage and fresh-keeping cold chain logistics facilities. The introduction of relevant policies will accelerate the layout of national cold chain logistics infrastructure, Create a good policy environment for the development of China's cold chain logistics. The document points out that four municipalities directly under the central government, including Beijing and Tianjin, five cities specifically designated in the state plan, including Dalian and Qingdao, 27 provincial capitals, including Shijiazhuang and Changchun, as well as national professional origin markets, such as Zhoushan aquatic products origin market in Zhejiang and Pengzhou vegetable origin market in Sichuan, as well as important "vegetable basket" product distribution cities, such as Langfang in Hebei, Shouguang in Shandong and Sanya in Hainan, Build 100 Shenzhen Agricultural Products Group Co.Ltd(000061) backbone cold chain logistics bases.
Hebei is a large one belt, one road of traditional agriculture, and a large Shenzhen Agricultural Products Group Co.Ltd(000061) production and marketing province. The fresh vegetables and fruits in Shenzhen Agricultural Products Group Co.Ltd(000061) are among the best in the country. Shijiazhuang is the hinterland of the cold chain logistics center in central Hebei Province. The location is obvious, the transportation is convenient, the policy is affected by supply and demand. In the future, under the influence of "one belt and one road" and the spillover of Beijing demand, It has unique geographical conditions for the development of cold chain logistics industry. Hebei Provincial Development and Reform Commission recently issued the notice on printing and distributing several measures to support the innovative development of China (Hebei) pilot free trade zone, propose "Zhengding district will give full play to the role of Shijiazhuang dry port national logistics hub, optimize industrial layout, improve supporting service facilities, and develop supply chain integration business. It will actively strive for funds within the central budget to support the construction of infrastructure such as multimodal transport, customs supervision and inspection, cold chain logistics, and promote business integration and operation cooperation between hubs through market-oriented means, so as to achieve greater scope and deeper cooperation This time, we will promote logistics to improve quality, reduce cost and increase efficiency. "
(II) increasing market demand and scale
In recent years, with the rapid development of China's national economy, the pace of life has been accelerating and the lifestyle has changed. People spend less and less time in the kitchen, and the demand for frozen and refrigerated food has increased sharply. With the frequent introduction of policies at the national level, cold chain logistics has given guidance to the development objectives of cold chain logistics industry, cold chain transportation industry standards and the construction of cold chain logistics supply chain system. The policy effect has driven the growth of market scale of cold chain logistics industry. With the development of Shenzhen Agricultural Products Group Co.Ltd(000061) deep processing and the upgrading of consumption structure guided by the improvement of living standards, cold chain logistics will usher in a golden period of development.
4、 Introduction to counterparty
(I) China supply and marketing Cold Chain Logistics Co., Ltd
Address: 1004, floor 10, No.1, xuanwumenwai street, Xicheng District, Beijing
Company type: limited liability company
Unified social credit Code: 91110102ma01nwhf1x
Legal representative: Zhang dengtao
Registered capital: RMB 1298.1 million
Business scope: road freight transportation of ordinary goods (only for clean energy and new energy vehicles); supply chain management; Technology development and technical consultation; Import and export of goods; Technology import and export; Acting as import and export agent; Enterprise management consulting; Enterprise planning; Market Research; Conference services; Undertake exhibition activities; Renting commercial houses; estate management; Sales of daily necessities, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , chemical products (excluding class I precursor dangerous goods and chemicals), knitwear and textiles.
(II) Shijiazhuang No.2 cotton and hemp Co., Ltd
Company address: 3rd floor, office building, No. 1, Dongliu Road, Shengli North Street, Chang'an District, Shijiazhuang
Company type: limited liability company
Unified social credit Code: 91130102104405766u
Legal representative: Chang Jianguo
Registered capital: 2.3 million yuan
Business scope: Sales of cotton, linen and products, knitwear and textiles, unprocessed primary Shenzhen Agricultural Products Group Co.Ltd(000061) , house leasing, property services and warehousing services.
The above counterparties are not related to the company.
5、 Basic information of the target company
Company name: supply and marketing cold chain logistics (Shijiazhuang) Co., Ltd
Registration place: No. 19, Chongyin Road, South Zone, high tech Industrial Development Zone, Zhengding District, China (Hebei) pilot Free Trade Zone
Registered capital: 10 million yuan
Contribution method and equity proportion: both China supply and marketing cold chain and the company contribute in cash, accounting for 51% and 49% of the equity of the target company respectively.
Unified social credit Code: 91130123ma0ghk666a
Date of establishment: July 5, 2021
Business scope: general items: supply chain management; House leasing; Property management services; Warehousing services (excluding hazardous chemicals, MCCs and inflammables and explosives); Handling services; Freight forwarders; Freight information consultation; Road freight transportation (network freight, excluding dangerous goods); Catering distribution; Wholesale and retail of prepackaged food, bulk food, edible Shenzhen Agricultural Products Group Co.Ltd(000061) and daily necessities.
Corporate governance structure: the board of directors is composed of five directors, who are elected by shareholders. There is one chairman appointed by China supply and marketing cold chain among the directors; There shall be one vice chairman appointed by the company among the directors. There shall be one general manager nominated by the company and appointed by the board of directors. There shall be one financial director nominated by China supply and marketing cold chain and appointed by the board of directors. There shall be one supervisor nominated by the company.
Main financial indicators of the target company: by the end of September 2021, the total assets of the target company were 71.038 million yuan, the total liabilities were 66.1383 million yuan and the net assets were 4.8997 million yuan; From the establishment of the company to the end of September 2021, the target company has achieved an operating revenue of 10000 yuan and a net profit of 10000 yuan.
6、 Main contents of the cooperation agreement
(I) method, amount and equity ratio of capital increase
1. China's supply and marketing cold chain contributes in cash, the company contributes in the form of physical assets, creditor's rights and part of cash, and the city's cotton and hemp contributes in cash.
2. The physical contribution of the company refers to the 3#-10# warehouse and auxiliary infrastructure (including but not limited to roads, pipe networks, electricity, etc.) invested and constructed by the company on the land plot where the target company has obtained the land use right. According to the audit and evaluation of Beijing Zhongze Yongcheng Assets Appraisal Co., Ltd., the appraisal value of this part of physical assets is 32841524.73 yuan (excluding tax). With the unanimous consent of all parties, the contribution of this part of physical assets shall be determined according to the assessed value. The company promises to take full responsibility for the legitimacy of this part of physical assets and handle the property right registration procedures of this part of physical assets for the target company.
The part invested by the company with creditor's rights is the target company's temporary borrowing of 67.1 million yuan from the company to obtain the land use right required by the project.
3. The parties to this agreement confirm that the total investment of China's supply and marketing cold chain is 120 million yuan, the total investment of the company (physical assets 35797261.96 yuan (including tax), creditor's rights 67.1 million yuan, cash 7102738.04 yuan) is 110 million yuan, and the total investment of municipal cotton and hemp is 2 million yuan. The changes in the equity structure of the target company before and after the completion of the investment are shown in the table below:
Unit: 10000 yuan
Before and after capital increase
Name of shareholders
Proportion of capital contribution proportion of capital increase
China supply and marketing Cold Chain Logistics Co., Ltd. 510 51% 11490 12000 51.72%
Shijiazhuang Shijiazhuang Changshan Beiming Technology Co.Ltd(000158) Technology Co., Ltd. has 490 49% 10510 11000 47.41% limited company
Shijiazhuang No.2 cotton and hemp Co., Ltd. 200 0.87%
Total 1000 100% 22200 23200 100%
Note: the investment funds invested in the target company by China's supply and marketing cold chain are special projects of "new network project"
The fund is only used for the construction cost and equipment of China's supply and marketing Shijiazhuang cold chain logistics industrial park project
The expenditure on the purchase of tools and instruments shall not be used for recurrent expenses such as land acquisition and demolition, personnel funds, etc
It is used to withdraw work funds, purchase flow and other expenses, and shall not be lent directly or indirectly to them
Other parties (including controlling shareholders and their related parties) shall not use it for investment or holding shares
And other financial assets.
4. The contributions of China supply and marketing cold chain and the company will be fully paid before February 28, 2022
In place (according to the relevant management regulations of the "new network project", China's supply and marketing cold chain has been approved by the Ministry of finance
If the documents are approved and the funds reach the account of China supply and marketing group, they will be deemed to have been paid in place), and the municipal cotton and hemp will contribute
It will be paid in place before January 31, 2024.
5. All parties shall fully support and cooperate with the target company in the performance of this contract in accordance with the provisions of Chinese laws
Approval, registration and filing procedures related to this investment.
(II) governance structure of the target company
1. The target company establishes a board of directors, which is composed of five directors, of which China provides for
3 persons are appointed by the sales cold chain and 2 persons are appointed by the company. The board of directors has one chairman, who is supplied and sold by China
Director appointed by cold chain; There shall be one vice chairman, who shall be a director appointed by the company.
2. The target enterprise has three supervisors, one appointed by each party.
3. The general manager of the target company is recommended by the company and appointed by the board of directors; The CFO recommended by China supply and marketing cold chain is appointed by the board of directors.
7、 Purpose of investment, existing risks and impact on the company
(I) purpose of investment and impact on the company
It is a comprehensive service chain of China's cold storage and marketing cooperative, which integrates the cold storage and logistics industry and the supply chain of China's cold storage and marketing cooperative. The construction of the project will build the target company into a large-scale comprehensive public cold chain service provider of "multi temperature area and all products" with the help of the brand and capital of China's supply and marketing cold chain, the company's IT architecture solutions and land resources
