Securities code: 301133 securities abbreviation: Admiralty Announcement No.: 2022-003 Guangzhou Admiralty Auto Parts Co., Ltd
Announcement on the signing of investment invitation agreement between the company and Guangzhou Huadu District People’s Government
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.
Important:
1. The project land involved in the investment promotion agreement signed this time shall be handled in accordance with the land use procedures specified in the current national laws, regulations and policies, and obtained through bidding, auction or listing. There are uncertainties about whether the land use right can be won, the final transaction area, price and acquisition time of the land use right.
2. The project construction involves project initiation, environmental protection, planning, engineering construction and other related approval matters, which also need to be approved and filed by relevant competent departments. In case of national or local policy adjustment, project approval and other implementation procedures and conditions change, the implementation of the project may have the risk of change, extension, suspension or termination. 3. The project investment amount, project construction cycle, annual output value after reaching the production limit and other values involved in the agreement are estimated, and have not been demonstrated by detailed feasibility study for the time being. The project construction process will also face various uncertain factors, resulting in great uncertainty whether the project can be completed and officially put into operation within the time limit agreed in the agreement. At the same time, the changes of future market conditions will also have an uncertain impact on the realization of operating income. 4. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This transaction shall be submitted to the general meeting of shareholders of the company for deliberation and approval before it can take effect.
5. The signing of this Agreement does not have a significant impact on the current operating performance and financial status of the company, and the impact on the long-term development of the company depends on the subsequent promotion and implementation.
The company will timely perform relevant decision-making procedures and information disclosure obligations according to the progress of the project. Please invest carefully and pay attention to investment risks.
On February 15, 2014, the sixth meeting of the second board of directors was held, and the proposal on signing an investment invitation agreement between the company and the people’s Government of Huadu District, Guangzhou was considered and adopted. Based on the overall business layout plan of the company, it aims to strengthen the market competitiveness and comprehensive strength of the company, further promote the economic development and prosperity construction of Huadu District, strongly support and promote the development of the project in Huadu District, and jointly negotiate friendly based on the principle of equality and voluntariness, The company plans to reach an agreement with Guangzhou Huadu District People’s Government (hereinafter referred to as “Huadu District government” or “party a”) on the company’s investment in the construction of automobile lightweight engineering plastic parts manufacturing base in Huadu District.
On February 15, 2022, the company held the sixth meeting of the second board of directors, which deliberated and passed the proposal on signing Investment Promotion Agreement between the company and the people’s Government of Huadu District, Guangzhou. According to the relevant provisions of Shenzhen Stock Exchange gem stock listing rules, articles of association and so on, this proposal still needs to be submitted to the general meeting of shareholders for deliberation. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations, this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparties and partners
Counterparty: Guangzhou Huadu District People’s Government
Nature / type: Local Government
Relationship: the company has no relationship with Guangzhou Huadu District People’s government
3、 Project overview
(I) project name: automobile lightweight engineering plastic parts manufacturing base project
(II) main contents of the project: production and manufacturing of automobile interior and exterior trim parts, automobile lightweight engineering plastic parts, etc
(III) investment scale: the investment amount shall not be less than 500 million yuan
(IV) estimated construction period: about 18 months
(V) estimated annual output value after full delivery: no less than 1 billion yuan
4、 Main contents of investment invitation agreement
(I) agreement subject
Party B: Guangzhou Jinzhong Auto Parts Co., Ltd
(II) contents of the agreement
1. Project land
It is proposed to select the plot on the west side of Asia Cuanon Technology (Shanghai) Co.Ltd(603378) phase III of Motor City as the project land. Party B must bid for the land use right of the project land through bidding, auction and listing. If Party B fails to win the land, the agreement will be automatically terminated from the date of publishing the results of the project land competition, and both parties need not bear the liability for breach of contract to the other party.
2. Whereas Party A has reached a cost agreement with Party B to support Party B’s investment in the construction of automobile lightweight engineering plastic parts manufacturing base project in Huadu District, Party B undertakes as follows:
Party B shall be responsible for the construction, operation and management of the project, and shall ensure that the project meets the requirements of national environmental protection and safety.
Party B shall use its own funds to purchase land, and ensure that its registered address and office address will not move away from Huadu District, change its tax obligations in Huadu District and reduce its registered capital within the term of land transfer. Party B shall set the actual business office of the company in Huadu District, pay relevant taxes in Huadu District according to law and regulations, and open a corporate settlement account in Huadu District to ensure that the economic data such as fixed asset investment generated by the project are included in the statistics of Huadu District.
3. In compliance with laws, regulations, rules, administrative normative documents and relevant policies and within the scope of Party A’s authority, Party A supports Party B to invest in the construction of the project in Huadu District and provides the following support:
Support Party B’s development in Huadu, assign special personnel to track and handle relevant enterprise procedures, and provide special channels to give priority to various government procedures during the operation of the project.
Party A shall assist Party B in introducing high-end talents and give priority to recommending the company to apply for High-level Talent Awards of key enterprises related to Huadu District; Give priority to the entry of the company’s excellent management talents, innovation leaders, backbone talents and their children; According to the policy of starting grade of compulsory education for the children of employees of key enterprises approved by the government annually, the children of the above-mentioned personnel shall be enrolled in nursery schools; Provide assistance to the above-mentioned personnel.
Party A actively assists Party B and its partners to invest in Huadu District. If qualified, Party A can apply for provincial, municipal and district support policies and funds on headquarters enterprises, e-commerce, financial leasing, scientific and technological innovation and so on.
Party A shall actively coordinate with the local towns and streets or the management committee and relevant departments to promote the project land transfer, project construction and operation procedures according to the “three supplies and one leveling (water, electricity, access and land leveling)”, so as to ensure efficient approval services. 4. Other terms
Party A and Party B shall fulfill the obligation of confidentiality. Without the written consent of the other party, either party shall not disclose the other party’s confidential information learned in the process of cooperation to a third party, except those required to be disclosed in accordance with laws and regulations. For matters not covered in this agreement, both parties shall negotiate separately and sign a supplementary agreement, which has the same legal effect as this agreement.
5、 Investment purpose, existing risks and impact on the company
(I) investment purpose and impact on the company
Based on the principle of mutual benefit, the company signed the investment invitation agreement with Huadu District government this time, which will help the company further develop business layout with the help of government support advantages, improve the company’s market competitiveness and comprehensive strength, have positive significance and promote the company’s future development, and comply with the company’s overall strategic planning and the interests of all shareholders.
There are still uncertainties in the implementation and implementation of this agreement, which will not have a significant impact on the current operating performance and financial status of the company, and will not damage the interests of the company and all shareholders, especially minority shareholders. The impact on the long-term development of the company will depend on the subsequent promotion and implementation.
The capital source of this investment is the self raised capital of the company and its subsidiaries, which will not have an adverse impact on the company’s financial and operating conditions, and there is no situation that damages the interests of listed companies and shareholders.
(II) existing risks
1. The project land involved in the investment promotion agreement signed this time shall be handled in accordance with the land use procedures specified in the current national laws, regulations and policies, and obtained through bidding, auction or listing. There are uncertainties about whether the land use right can be won, the final transaction area, price and acquisition time of the land use right.
2. The project construction involves project initiation, environmental protection, planning, engineering construction and other related approval matters, which also need to be approved and filed by relevant competent departments. In case of national or local policy adjustment, project approval and other implementation procedures and conditions change, the implementation of the project may have the risk of change, extension, suspension or termination. 3. The project investment amount, project construction cycle, annual output value after reaching the production limit and other values involved in the agreement are estimated, and have not been demonstrated by detailed feasibility study for the time being. The project construction process will also face various uncertain factors, resulting in great uncertainty whether the project can be completed and officially put into operation within the time limit agreed in the agreement. At the same time, the changes of future market conditions will also have an uncertain impact on the realization of operating income. 6、 Other instructions
(I) the annual output value of the company in this agreement after its completion does not represent the company’s prediction of future performance, nor does it constitute a performance commitment to investors. The company solemnly reminds investors to invest rationally and pay attention to investment risks. (II) the company will actively implement the provisions of this Agreement and timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations.
7、 Documents for future reference
1. Resolutions of the sixth meeting of the second board of directors;
2. The company plans to sign the investment promotion agreement with the people’s Government of Huadu District, Guangzhou.
It is hereby announced.
Board of directors of Guangzhou Jinzhong Auto Parts Co., Ltd. February 16, 2022
