Securities code: 000893 securities abbreviation: Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) Announcement No.: 2022-012 Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd
Announcement on signing the strategic cooperation agreement on 2022 spring ploughing and supply guarantee
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 strategic cooperation agreement signed this time is a framework agreement, which is a principled agreement on the cooperation matters between the two sides. The specific cooperation matters will be subject to the specific agreement signed separately.
2. The impact of the strategic cooperation agreement signed this time on the company’s business performance in 2022 and in the future depends on the signing and implementation of the formal agreement between both parties.
3. The strategic cooperation agreement signed this time involves cooperation contents and constitutes daily related party transactions, which have been subject to necessary review procedures. The board of directors of the company will perform the obligation of information disclosure according to the progress of cooperation matters in accordance with relevant regulations. Please pay attention to investment risks.
1、 Overview of agreement signing
In the critical period when the annual agricultural spring ploughing production and agricultural materials prices are still at a high level, in response to the call of the CPC Central Committee and the State Council, to ensure national food security and safeguard the interests of farmers, Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd. (hereinafter referred to as the “company” or “listed company”) and Zhongnong Group Holding Co., Ltd. (hereinafter referred to as “Zhongnong holding”) signed the strategic cooperation agreement on ensuring supply of spring ploughing in 2022. The two sides work together to reach cooperation intentions on multiple products, open up the industrial chain, improve the efficiency of spring ploughing and supply guarantee, and contribute to the battle of potash price stability.
The strategic cooperation agreement signed this time is a framework agreement, which is a principled agreement on the cooperation matters between the two sides. The specific cooperation matters will be subject to the specific agreement signed separately. The counterparty of this strategic cooperation agreement, Zhongnong holdings, is the holding subsidiary of China agricultural means of production Group Corporation (hereinafter referred to as “Zhongnong group”), which is more than 5% shareholder of the listed company. The cooperation content involved in this strategic cooperation agreement constitutes daily related party transactions, which was deliberated and adopted at an extraordinary general meeting of shareholders, The independent directors of the company expressed their prior approval opinions and independent opinions on the matter. For details, please refer to cninfo (www.cn. Info. Com. CN.) published by the company on January 1, 2022 and January 18, 2022 respectively Announcement on the prediction of daily connected transactions in 2022 and announcement on the resolution of the first extraordinary general meeting of shareholders in 2022.
2、 Introduction to the other party
1. Basic information
Company name: Zhongnong Group Holding Co., Ltd
Unified social credit code 911100005530555387
Date of establishment: April 16, 2010
Business term: April 16, 2010 to long term
Legal representative: Su zewen
The registered capital is 141085714300 yuan
Registered address: 1303, 13 / F, No.1, xuanwumenwai street, Xicheng District, Beijing
Company type other joint stock limited companies (unlisted)
Investment and investment management; Asset management; Sell chemical fertilizer, feed, agricultural machinery, chemical products (excluding class I precursor chemicals and dangerous chemicals) and fuel oil; Import and export of goods, agent import and export, technology import and export; Warehousing services; Technical consultation and technical services; Economic information consultation; Sell agricultural products, metal materials, mineral products and rubber; Freight forwarders; Sell food. （ “1. Without the approval of relevant business scope departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or borne “Minimum return”; Market entities independently choose business projects and carry out business activities according to law; Food sales and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
2. Relationship with listed companies
Zhongnong holdings is the holding subsidiary of Zhongnong group, which is more than 5% of the shareholders of the listed company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Zhongnong holdings is the affiliated legal person of the listed company.
3. Performance capability analysis
Zhongnong holdings is in good operation and has good performance ability. It is not the person who breaks his promise.
4. Similar transactions with the company in recent three years
The amount of sales of potash fertilizer products between the company and Zhongnong group and its subsidiaries from January to November 2021 was 135.1638 million yuan, accounting for 20.94% of similar businesses.
3、 Main contents of the agreement
Party A: Zhongnong Group Holding Co., Ltd
Party B: Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) investment (Guangzhou) Co., Ltd
1. Cooperation mode:
Priority guarantee under the same conditions. According to the grass-roots demand and production demand, Party A and Party B shall give priority to cooperating with each other under the same conditions as other partners in terms of raw material supply, compound fertilizer distribution and compound fertilizer agent processing. According to the specific needs, both parties or subordinate units sign a series of purchase and sales orders for spring ploughing guarantee under the letter of cooperation, listing the product details, quantity, quality, price, delivery date and other specific information.
2. Basic product information:
Product name brand manufacturer / supplier
60% potassium chloride Laos Zhongnong potash fertilizer Co., Ltd
Quality execution standard: implement relevant industry standards (subject to the actual purchase and sales orders)
3. Product packaging:
3.1 packaging standard: according to different purposes, the order signed by both parties shall prevail.
3.2 provision and cost of packaging materials: according to the negotiation, the order shall prevail.
3.3 whether the packaging is recycled: the packaging of raw materials can be recycled through negotiation.
4. Quantity and price:
4.1 quantity: according to the downstream demand, both parties need to confirm the specific order quantity 5 working days in advance;
4.2 price: according to the market, both parties shall confirm the price or pricing mode five working days in advance according to the market conditions.
5. Payment:
5.1 payment time: payment before delivery, and payment within 5 working days after signing the order.
5.2 payment method: cash exchange, acceptance bill, China letter of credit and other payment methods can be selected, which shall be determined in the specific order through negotiation between both parties.
6. Delivery method:
6.1 distribution and transportation: self delivery or handled by the supplier. The transportation mode can be railway transportation, barge transportation, automobile transportation, etc. Both parties shall finally confirm in the order.
6.2 acceptance: the acceptance period is within 7 working days after the arrival of the goods.
The railway transportation ticket shall prevail; Barge transportation shall be subject to the weighing number at the port; The quantity of automobile transportation shall be subject to the delivery quantity of automobile sector.
Any objection to the delivery quantity and quality shall be raised within the acceptance period. Party A shall appoint a third-party inspection organization jointly recognized by both parties for inspection, and the inspection results are valid for both parties and serve as the basis for final settlement.
7. Settlement:
Within 14 working days after the arrival of the goods, both parties shall make settlement according to the acceptance quantity and the price agreed in the order. If there is another dispute, both parties shall negotiate and sign the final settlement agreement.
8. Safety, health and environmental protection provisions
8.1 both parties shall ensure that in the process of loading, unloading and transportation, they comply with the laws and regulations on safety, environment and health and the management regulations of the loading and unloading place, and bear the responsibility for safety, environment and health.
8.2 responsible party: the shipping party shall be responsible for the safety of product loading and in transit transportation, and both parties shall actively coordinate and cooperate.
9. Termination and cancellation of the agreement
9.1 in case of termination and dissolution in accordance with the provisions of the civil code of the people’s Republic of China, the non fault party may unilaterally terminate or terminate the agreement.
9.2 if one party transfers part or all of its obligations under the contract to a third party without the written consent of the other party, the observant party has the right to unilaterally terminate the contract.
9.3 in case of termination or termination of the agreement, the other party shall be notified in writing.
9.4 after the termination or dissolution of the agreement, the settlement, liquidation and dispute resolution provisions agreed in the agreement shall remain valid. 10. Liability for breach of contract
10.1 the supplier shall be responsible for the internal quality problems such as unqualified nutrient content of the products delivered by the supplier; Both parties shall negotiate to solve the unqualified product quality, loss or other situations caused by medium reasons in the storage and sales process.
10.2 if a party transfers part or all of its obligations under the agreement to a third party without the written consent of the other party, resulting in losses, it shall bear all losses of the non fault party.
11. Disclaimer
11.1 due to force majeure, such as natural disasters such as fire, earthquake, typhoon and flood, policy adjustment of epidemic prevention and control, poor transportation capacity and other unforeseen, inevitable and insurmountable events, the party or both parties affected by force majeure shall not be liable for breach of contract, However, the other party shall be notified within 24 hours after the occurrence of force majeure, and valid supporting documents shall be provided to the other party within 15 days thereafter.
11.2 the contracting party or both parties affected by force majeure are obliged to take measures to minimize the losses caused by force majeure.
11.3 if the force majeure event lasts for more than 180 days, either party may notify the other party in writing 30 days in advance to terminate the contract.
4、 Impact of signing this Agreement on the company
The signing of the agreement is conducive to making positive contributions to ensuring China’s food security and safeguarding the interests of farmers. Have a favorable impact on the main business operation of the listed company; It is conducive to further consolidate the company’s competitive advantage, enhance the company’s market competitiveness and sustainable profitability, and is in line with the company’s long-term development strategy and the interests of all shareholders.
5、 Risk tips
The matters agreed in this strategic cooperation agreement are the framework and intention agreements of both parties. There is the possibility of change in the implementation and implementation process of this strategic cooperation agreement. The specific cooperation mode, rights and obligations shall be subject to the cooperation agreement finally signed by the implementation subjects of both parties. For the cooperation agreements actually signed or implemented in the future, the company will perform the approval procedures and information disclosure obligations in accordance with relevant regulations. Please make careful decisions and pay attention to investment risks.
6、 Other instructions
1. Framework agreements disclosed by the company in the last three years
Disclosure date Announcement No. announcement name progress of main contents
Zhongnong potash fertilizer Co., Ltd. and PLT Engineering Co., Ltd
On signing
Technical service contract to ensure Potash Project 25
2020-04-29 2020-036 technical service contract was normally performed, and the medium 10000 t / a capacity unit was improved and transformed, and potassium fertilizer was added
The same announcement
Product added value, enhance product competitiveness and profitability.
2. Changes in the shares of shareholders holding more than 5% within three months before the signing of this Agreement
(1) Lifting of restricted shares of shareholders holding more than 5%
Disclosure index of total holdings and lifting of restricted shares
Serial number shareholder name
(shares) number (shares)
1. China agricultural means of production Corporation 144913793 144913793 for details, please refer to the company in 2021
Xinjiang jiangzhiyuan equity investment partnership was published on CNZ 2 60086206 60086206 (www.cn. Info. Com. CN.) Industry (limited partnership)
3 Shanghai Jinbang Jinde equity investment partnership 56551724 56551724 suggestive announcement on the listing and circulation of restricted shares.
Enterprise (limited partnership)
4 Shanghai Kelly Tianren Asset Management Co., Ltd
company
Total 289827585
