Securities code: 603568 securities abbreviation: Zhejiang Weiming Environment Protection Co.Ltd(603568) Announcement No.: pro 2022-018 Zhejiang Weiming Environment Protection Co.Ltd(603568)
Announcement on foreign investment and signing the franchise agreement of Pingquan domestic waste incineration power generation project
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:
Name of investment object: Hebei Pingquan domestic waste incineration power generation project (hereinafter referred to as “Pingquan project” or “the project”), and invest in the newly established subsidiary Pingquan Zhejiang Weiming Environment Protection Co.Ltd(603568) Technology Co., Ltd. (hereinafter referred to as “Pingquan company” or “project company”).
Agreement Name: franchise agreement of Pingquan domestic waste incineration power generation franchise project (hereinafter referred to as “franchise agreement”).
Project scale and investment amount corresponding to the agreement: Zhejiang Weiming Environment Protection Co.Ltd(603568) (hereinafter referred to as “the company”) is responsible for the investment, construction and operation of Pingquan domestic waste incineration power generation franchise project. The design scale of domestic waste treatment in phase I of the project is 400 tons / day, and the estimated total investment is about 219 million yuan. The company invests no more than 90 million yuan in the project with its own funds.
Impact on the current performance of listed companies: the implementation of this project will not have a significant impact on the company’s operating performance in 2022, but will have a positive impact on the company’s future business development and improvement of operating performance.
Special risk warning: during the early preparation and construction of the project, subject to various uncertain factors, there is a risk that the project approval and construction are delayed and the project cannot be implemented according to the planned schedule; During the operation period of the project, there are risks of insufficient waste supply, failure to collect waste disposal fees and power generation income in time, and changes in national industrial and tax policies.
In January 2022, the company, as the leader of the consortium, and the consortium formed by Shanghai Baoda Environmental Technology Co., Ltd. confirmed that the bid winning social capital of “Pingquan domestic waste incineration power generation franchise project”. In the same month, the company held a special meeting of the president and agreed to invest, build and operate Pingquan project; Agree to establish the project company; Agree to invest no more than 90 million yuan in the project with its own funds; Agree to authorize the management to make capital contributions in installments within the amount of capital contribution according to the construction progress of the project. The difference between the self owned capital investment and the total project investment shall be solved by means of loans such as loans applied by the project company to commercial banks, and the management shall sign the follow-up financing agreement; Agree to authorize the management to sign follow-up legal documents with government departments.
On February 12, 2022, Pingquan Zhejiang Weiming Environment Protection Co.Ltd(603568) Technology Co., Ltd., a project company established by the company, signed the franchise agreement of Pingquan domestic waste incineration power generation franchise project with Pingquan Urban Management Comprehensive Administrative Law Enforcement Bureau on the investment and construction of Pingquan project.
This foreign investment does not need to be deliberated by the board of directors and the general meeting of shareholders. This foreign investment does not belong to related party transactions and major asset restructuring.
2、 Basic information of foreign investment
(I) basic information of the project
The franchise project of domestic waste incineration power generation in Pingquan city mainly deals with the domestic waste in Pingquan city. The design scale of domestic waste treatment in phase I of the project is 400 tons / day, and the expansion scale of phase II is reserved. The estimated total investment of phase I of the project is about 219 million yuan, and the franchise period is 30 years, including 2 years of construction period and 28 years of operation period. The company invests no more than 90 million yuan in the project with its own funds.
(II) new subsidiaries
The company has set up a new wholly-owned subsidiary in Pingquan city as the project company. The project company has obtained the business license of enterprise legal person issued by Pingquan administrative examination and approval Bureau. Relevant registration information includes the following:
Unified social credit Code: 91130823ma7gu46qxl
Name: Pingquan Zhejiang Weiming Environment Protection Co.Ltd(603568) Technology Co., Ltd
Type: limited liability company
Legal representative: Chen Ge
Registered capital: 55 million yuan
Date of establishment: January 28, 2022
Business term: January 28, 2022 to long term
Business scope: environmental protection technology promotion services; Biomass power generation and power supply; Environmental sanitation management; Air pollution control; Water pollution control; Other pollution control; Manufacturing of special equipment for environmental protection; Solid waste treatment (excluding automobiles) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Pingquan company has no relevant financial data of the latest period.
3、 Basic information of the parties to the franchise agreement
(I) Party A, Pingquan city comprehensive administration and Law Enforcement Bureau; Legal representative: an binghe; Legal address: Xingping South Road, Pingquan Town, Pingquan city.
(II) Party B, Pingquan Zhejiang Weiming Environment Protection Co.Ltd(603568) Technology Co., Ltd; Legal representative: Chen Ge; Legal address: Room 302, beipingquan environmental health management center, Huancheng Road, Shengli Street Village, Pingquan Town, Pingquan city.
There is no relationship between Pingquan city comprehensive administration and Law Enforcement Bureau and the company.
4、 Main contents of franchise agreement
(I) this project refers to the franchise project of domestic waste incineration power generation in Pingquan city.
(II) general rights and obligations of Party A: supervise and inspect Party B’s compliance with applicable laws, relevant policies and performance of this agreement, but such supervision and inspection shall not unreasonably interfere with the normal development of the project; Supervise the investment and construction process of Party B; Obtain relevant government approval documents and complete corresponding internal authorization procedures; Grant Party B the rights of investment, construction, operation and maintenance of the project in accordance with this agreement, and maintain the integrity and exclusivity of the above rights during the franchise period of the project; Ensure that the garbage disposal subsidy cost of the project is included in the annual financial budget and medium-term financial plan, carry out performance evaluation in accordance with the agreement, and pay the garbage disposal subsidy cost to Party B in time and in full according to the performance evaluation results.
(III) general rights and obligations of Party B: enjoy the franchise right of the project during the franchise period of the project, and obtain the investment return in the way agreed in this Agreement; During the franchise period, Party B has the right to sign the power supply contract with the power purchaser according to law and obtain the power supply income; Obtain the garbage disposal subsidy paid by Party A in the manner agreed in this Agreement; Undertake the responsibilities and risks of investment and financing, construction, operation and maintenance of the project in accordance with the agreement, and ensure that the project is in good operation and maintenance status; Bear and pay the taxes and fees that should be borne by Party B related to the implementation of the project according to law.
(IV) scope of cooperation: the project mainly deals with domestic waste in Pingquan city. The design scale of domestic waste treatment in phase I of the project is 400t / day, and the expansion scale of phase II is reserved. Party B is responsible for the investment, financing, construction, operation, maintenance and handover of the domestic waste incineration power plant and its ancillary facilities of the project. After the implementation of phase II expansion project, Party A and Party B shall sign a supplementary agreement to adjust the unit price of waste treatment subsidy through negotiation, and sign a supplementary agreement to agree on relevant matters.
(V) franchise right: with the approval of the municipal government, Party A grants Party B the exclusive right to invest, finance, construct, operate and maintain the project during the franchise period, and enjoy the subsidy fee for waste disposal and related income.
(VI) the term of construction and operation of the project includes 30 years granted by Party A. The construction period is 2 years from the effective date of this agreement to the day before the project starts operation; The operation period is 28 years, starting from the operation date of the project to the expiration of the franchise period of the project.
(VII) project investment scale: the estimated total investment of the project is about 219 million yuan.
(VIII) acquisition of project land: during the franchise period, Party A confirms that the land use right of the project is obtained according to legal procedures and provided to Party B for free use during the franchise period, but Party B shall bear the land related taxes (referring to urban land use tax and real estate tax, etc.).
(IX) project operation income: the operation income of the project comes from the waste treatment subsidy paid by Party A to Party B during the operation period and the income from grid connected power generation with waste heat from waste incineration. The subsidy fees for waste treatment shall be measured on a daily basis, assessed on a monthly basis and paid on a monthly basis. The price adjustment mechanism of the unit price of garbage treatment subsidy includes regular price adjustment and special price adjustment. The regular price adjustment is adjusted every three years.
(x) dispute resolution: any dispute arising from the performance of this Agreement shall first be settled through friendly negotiation. If the negotiation fails, either party may bring a lawsuit to the people’s court with jurisdiction in the place where the project is located.
（11） Effectiveness of the contract: this Agreement shall come into force after being signed and sealed by the legal representatives or entrusted agents of Party A and Party B.
5、 Impact of signing franchise agreement on the company
The signing of the concession agreement will help to increase the scale of the company’s solid waste treatment business, expand the solid waste treatment market in Hebei Province, and improve the company’s future operating revenue and profit. The implementation of the project will not affect the independence of the company’s business, and the company’s main business will not have related party transactions, horizontal competition and business dependence due to the implementation of the project. The implementation of the project will not have a significant impact on the company’s operating performance in 2022, but will have a positive impact on the company’s future business development and improvement of operating performance.
6、 Risk analysis of foreign investment and signing franchise agreement
During the early preparation and construction of the project, subject to various uncertain factors, there is a risk that the project approval and construction are delayed and the project cannot be implemented according to the planned schedule; During the operation period of the project, there are risks of insufficient waste supply, failure to collect waste disposal fees and power generation income in time, and changes in national industrial and tax policies.
7、 Documents for future reference
1. Minutes of the president’s meeting;
2. Franchise agreement of Pingquan domestic waste incineration power generation franchise project.
It is hereby announced.
Zhejiang Weiming Environment Protection Co.Ltd(603568) board of directors February 13, 2022
