Securities code: 002524 securities abbreviation: Guangzheng Eye Hospital Group Co.Ltd(002524) Announcement No.: 2022-009 Guangzheng Eye Hospital Group Co.Ltd(002524)
Announcement on the subsidiary’s intention to lease and operate its gas stations
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.
Guangzheng Eye Hospital Group Co.Ltd(002524) (hereinafter referred to as “the company”) held the fourth meeting of the Fifth Board of directors on February 14, 2022, deliberated and adopted the proposal on the proposed leasing and operation of gas filling stations under its subsidiaries. Guangzheng energy (Bazhou) Co., Ltd. (hereinafter referred to as “Guangzheng Bazhou company”), a subsidiary of the company, plans to lease its eight refueling and gas filling stations to Fujian Shencheng Energy Trading Co., Ltd. (hereinafter referred to as “Fujian Shencheng”). The details are as follows:
1、 Transaction overview
1. According to the company’s strategic development plan, further integrate the auxiliary business and revitalize the stock assets. Guangzheng Bazhou company, a wholly-owned subsidiary of the company, plans to lease its eight gas filling and filling stations to Fujian Shencheng for a long-term overall lease term of 10 years, and Fujian Shencheng is independently responsible for the operation and management of the leased gas filling and filling stations. Fujian Shencheng provides performance joint and several liability guarantee to Guangzheng Bazhou company for this lease.
2. This lease does not involve related party transactions and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This lease involves large asset value and long lease cycle, which can be implemented only after being deliberated and approved by the general meeting of shareholders.
2、 Basic information of the counterparty
Company name: Fujian Shencheng Energy Trading Co., Ltd
Address: 315, No. 8, DONGBANG Road, Licheng street, Xianyou County, Fujian Province
Legal representative: Tian Junqiang
Date of establishment: March 5, 2021
Unified social credit Code: 91350300ma8rk8314c
Registered capital: 15 million yuan
Company type: limited liability company (invested or controlled by natural person)
Business scope: general items: Sales of petroleum products (excluding hazardous chemicals); Manufacturing of petroleum products (excluding hazardous chemicals); Lubricating oil processing and manufacturing (excluding hazardous chemicals); Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Wholesale of refined oil (excluding hazardous chemicals); Metal structure sales; Sales of metal materials; Sales of non-metallic minerals and products; Production of bearing steel products; Timber sales; Sales of building materials; Wood processing; Sales of building decoration materials; Sales of synthetic materials; Sales of electronic components and electromechanical components and equipment; Sales of electrical and mechanical equipment; Wholesale of hardware products; Sales of metal accessories for construction; Sales of gas and liquid separation and purification equipment (except for the items that must be approved according to law, carry out business activities independently according to the law with the business license): business of hazardous chemicals (for the items that must be approved according to law, carry out business activities only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or permits of relevant departments).
Fujian Shencheng is a member unit of “smart energy” led by Putian municipal government and led by Putian state owned Assets Management Committee. Fujian Shencheng energy company is a professional gas station chain operation enterprise. At present, the company’s gas station network has been expanded to Gansu, Inner Mongolia, Shanxi and Hebei, At this stage, the project investment focuses on business in Xinjiang.
The company has no relationship with Fujian Shencheng in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may or have caused the company to favor its interests. After inquiry, Fujian Shencheng is not the person who has broken his promise.
3、 Basic information of the transaction object
(I) proposed site
S / N gas station name location type
1. The K349 + 500m CNG standard station of g3012 line next to Korla west station detection station of Chaozhi south station is located in the south
2. The K349 + 500m CNG standard station of g3012 line next to the detection station of Korla west station of Chaozhi north station is located in the north
3 Yushugou south station is located in the south of k160 + 500m from Xiaocaohu to CNG sub station road of national highway g3012 in Hezhuo County, Bazhou
4 Yushugou north station is on the north side of k160 + 500m from Xiaocaohu to CNG sub station road of national highway g3012 in Hezhuo County, Bazhou
5 Shuangle filling station CNG parent station in the north of k13km + 800m of provincial highway 331 in Korla City
6 Shuangle gas station CNG standard station in the north of k13km + 801m of provincial highway 331 in Korla City
7. Helong station CNG sub station at k673 + 550m of national highway 218 in Korla City
8. CNG sub station on the south side of Kuangkuang Road, Tashidian Town, Chenhua station
(II) basic financial information
As of September 30, 2021, the book value of the assets of the leased object is as follows:
Asset category: original value of assets (10000 yuan)
Land 2183.56
Buildings and structures 6288.82
Urban medium pressure pipeline 1848.81
Machinery and equipment 2296.02
Electronic equipment and others 801.98
Total 13419.19
The book value of the subject matter of the lease has not been audited. Guangzheng Bazhou company has legal property rights over the subject matter of the lease, and there are no cases involving litigation or arbitration, seizure, freezing and other circumstances that may adversely affect the lease.
The pricing basis of the lease object is based on the fact that the internal rate of return of the leased asset is not lower than the comprehensive capital cost of the company and refers to the open market price of similar transactions, which shall be determined by both parties through negotiation.
4、 Main contents of the lease agreement to be signed
Lessor: Guangzheng energy (Bazhou) Co., Ltd. (hereinafter referred to as Party A)
Lessee: Fujian Shencheng Energy Trading Co., Ltd. (hereinafter referred to as Party B)
(I) lease scope and purpose
1. Party A agrees to lease the eight gas stations (as listed above) operated under the name of its company to Party B for operation. According to the current operating assets of the gas station, Party A leases the land, real estate, equipment and other assets of the gas station to Party B for operation. The purpose of leasing is limited to the operation of the gas station and convenience store, as well as the possible new LNG and refined oil business in the later stage, and the purpose shall not be changed. Party B has been fully aware of the current situation of all gas stations subordinate to Party A. see the asset lease handover list of gas stations for the scope of asset lease.
2. All legal business procedures for Party B’s leasing of the above gas station shall be handled by Party B, and the expenses and consequences arising therefrom shall be borne by Party B. If it is necessary to use the original legal procedures of Party A to change to Party B, Party A shall cooperate to handle it. During the lease term, Party B shall ensure the continuity and effectiveness of the procedures and bear the expenses arising therefrom. When the lease term expires, the complete change shall be returned to Party a, and all the expenses required for the change shall be borne by Party B.
3. Party A has full ownership of the gas station and its ancillary facilities, and has the legal right to use the land occupied by the gas station.
(II) lease term
The lease term is 10 years, from February 20, 2022 to February 19, 2032. At the expiration of the lease term, Party B shall return the leased assets to Party A in good condition (except for normal wear and tear). Party B shall ensure that the license is legal and valid during the lease term. If Party B needs to widen or add crossings during the lease term, Party B shall handle the formalities and bear the expenses. If Party B renews the lease at the expiration of the lease term, Party B shall submit a written application to Party A 3 months before the expiration of the contract, and both parties shall sign a new lease contract, otherwise it shall be deemed to give up the priority to renew the lease.
(III) rent
During the lease term, the rent standard is based on the initial rent of 15 million yuan / year (in words: RMB 15 million yuan only), which is charged by floating 5% every two years. After floating to the third 5%, it will not increase and become a fixed rent. According to the above principles and basis, the specific annual rent standard is as follows: 1 In the first to second years, 15 million yuan (in words: 15 million yuan only) per year; 2. In the third to fourth years, RMB 15.75 million yuan per year (in words: fifteen million seven hundred and fifty thousand yuan only); 3. From the 5th to the 6th year, RMB 16.5375 million yuan per year (in words: RMB sixteen million five hundred and thirty-seven thousand and five hundred yuan only); 4. From the 7th to the 10th year, RMB 17.3644 million yuan per year (in words: RMB 17 million three hundred and sixty-four thousand four hundred yuan only);
Party B shall pay the rent once a quarter, 25% of the annual rent each time. Party B shall pay the first rent of the first year to Party A within 7 days after the lease commencement date of the contract
(IV) asset handover and personnel receiving
1. Party A shall deliver the leased assets to Party B after February 20, 2022. When delivering the assets, Party A shall transfer all kinds of spare parts and inventory commodities of the existing gas filling station to Party B according to the current market value of the goods. Party B shall pay Party A in cash before March 31, 2022.
2. All creditor’s rights and debts before the delivery of assets shall be borne by Party A, the creditor’s rights before the delivery shall be recovered by Party A, and the external debts shall be paid off by Party A. all economic and legal responsibilities arising before the delivery of Party A shall be borne by Party A without affecting the operation of Party B. After the assets are delivered, Party B shall bear all risks such as operating costs, taxes, creditor’s rights and debts during Party B’s possession, use and operation. Party B shall not engage in any commercial activities in the name of Party A or Party A’s subordinate gas stations.
3. Party B shall accept the employees of the gas station affiliated to Party A, cooperate with Party A to handle the change and acceptance procedures of the labor contract on the day of asset delivery, re sign the labor contract with all personnel, establish labor relations, and properly handle the employee relations of the original gas station. The original treatment of the employees shall not be reduced within one year after the asset is delivered to Party B. If a labor relationship dispute occurs after Party B takes over and causes losses to Party A or Party A’s subordinate gas stations, all losses shall be compensated and borne by Party B.
(V) performance guarantee
In order to ensure the full and actual performance of this contract, so that Party B can fully and actually perform its obligations under this contract and Party B enters into the gas station lease contract with Party A, Party B shall provide joint and several liability guarantee to Party A and its affiliated gas station when the contract is signed. (including Party B’s failure to perform the contract due to court litigation, execution, liquidation, etc.).
1. The form of guarantee is as follows:
1) Performance bond: Party B shall pay 5 million yuan as the performance bond within seven days after signing the contract.
2) Property insurance: Party B shall, within one month after signing the contract, handle the insurance of equal amount of assets and joint and several liability guarantee, and the beneficiary is Party A;
3) Guarantee: the performance bond of 5 million yuan is both the performance bond and the liability guarantee. No matter which behavior occurs first, Party A has the right to use it. If the performance bond is less than 5 million yuan after use, Party B shall make up 5 million yuan.
2. Guarantee period: the above performance security period and performance guarantee period are from the effective date of this contract to the expiration of the contract concluded between Party B and Party A and its affiliated gas station.
3. Scope of guarantee liability: Party B’s failure to perform the contract may cause all losses to Party A, including but not limited to principal, interest, liquidated damages, compensation, etc., and litigation, preservation, execution, lawyer’s fees and other expenses incurred by Party A to realize its creditor’s rights.
The performance bond shall be free of interest, and the principal shall be returned at the expiration of the term without other circumstances agreed in the contract. (VI) liability for breach of contract
1. If Party B violates the provisions of this contract and causes Party A’s business procedures to be revoked by the competent administrative department according to law during the lease period, Party B shall be responsible for re applying and bear the liability for loss compensation and relevant expenses.
2. If Party B violates the contract, Party A has the authority to require Party B to rectify within a certain period of time. If Party B refuses to correct, it shall be liable for breach of contract and compensation for losses, and Party A has the right to unilaterally terminate the lease contract without compensating Party B for any losses.
3. If Party B violates the payment agreed in this contract, Party B shall pay liquidated damages to Party A according to the benchmark interest rate of bank loans for the same period. If Party B engages in illegal business activities in the name of Party A or Party A’s subordinate gas stations, Party A shall be punished
