Securities code: 000753 securities abbreviation: Fujian Zhangzhou Development Co.Ltd(000753) Announcement No.: 2022-011 Fujian Zhangzhou Development Co.Ltd(000753)
Announcement on the progress of foreign investment of wholly-owned subsidiaries
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.
On January 28, 2022, the company disclosed the announcement on foreign investment of wholly-owned subsidiaries (Announcement No.: 2022-008) in the securities times and cninfo.com, and the wholly-owned subsidiaries Fujian Zhangfa New Energy Investment Co., Ltd. (hereinafter referred to as Zhangfa new energy) and Fujian Nanping Sun Cable Co.Ltd(002300) (hereinafter referred to as Fujian Nanping Sun Cable Co.Ltd(002300) ) Changjiang Three Gorges Group Fujian Energy Investment Co., Ltd. (hereinafter referred to as Fujian Three Gorges) and Dongshan Development Investment Group Co., Ltd. (hereinafter referred to as Dongshan Development Investment) jointly funded the establishment of sun submarine cable (Dongshan) Co., Ltd. (tentative name, subject to the approval and registration of the market supervision and administration department, hereinafter referred to as the joint venture). The registered capital of the joint venture is 500 million yuan, and the company’s subsidiary Zhangfa new energy subscribed 100 million yuan, accounting for 20% of the registered capital.
Recently, Zhangfa new energy, Fujian Nanping Sun Cable Co.Ltd(002300) , Fujian Three Gorges and Dongshan Development Investment signed the investment cooperation agreement of sun submarine cable (Dongshan) Co., Ltd. and now the situation is announced as follows:
1、 Main contents of cooperation agreement
（1） Parties
Party A: Fujian Nanping Sun Cable Co.Ltd(002300)
Party B: Three Gorges Group Fujian Energy Investment Co., Ltd
Party C: Fujian Zhangfa New Energy Investment Co., Ltd
Party D: Dongshan Development Investment Group Co., Ltd
(II) contribution from shareholders
1. The joint venture is responsible for the investment, construction and operation of Fujian Nanping Sun Cable Co.Ltd(002300) Dongshan submarine cable production base, which is located in the national Dongshan Economic and Technological Development Zone, Dongshan County, Zhangzhou city. The project is constructed in three phases, and the total investment is expected to be 1906.2 million yuan, including 1266.2 million yuan of construction investment and 640 million yuan of working capital.
2. The parties agree that the total registered capital of the joint venture company is 500 million yuan, all of which are contributed in currency. The capital contribution of shareholders shall be fully paid by each shareholder before December 31, 2041.
3. The amount and proportion of capital contributions subscribed by each party are:
Party A: subscribed RMB 275 million, accounting for 55% of the registered capital of the joint venture;
Party B: subscribed 100 million yuan, accounting for 20% of the registered capital of the joint venture;
Party C: subscribed 100 million yuan, accounting for 20% of the registered capital of the joint venture;
Party D: subscribed RMB 25 million, accounting for 5% of the registered capital of the joint venture.
4. Each shareholder shall make capital contribution according to the proportion of capital contribution subscribed by each shareholder. The parties agree that the shareholders will contribute 200 million yuan within 30 days after the establishment of the joint venture; Another 100 million yuan will be contributed by the shareholders within 180 days (specifically, the joint venture company will submit a payment letter to the shareholders according to the payment needs of the project construction); The subsequent contribution will be made gradually according to the project construction and business development. The specific time schedule and amount of each contribution will be proposed by the joint venture and decided by the shareholders’ meeting.
(III) equity transfer and mortgage
Unless otherwise agreed, neither party shall mortgage the equity of the joint venture without the consent of other shareholders; It is not allowed to provide external guarantee in the name of the joint venture or set mortgage or pledge rights and other security measures for the debts of third parties with the assets of the joint venture. If one party violates the above provisions, the resulting liabilities and contingent liabilities shall be borne by the party alone; At the same time, the party shall bear all losses caused to other parties.
(IV) operation management of the joint venture
1. The joint venture shall establish a shareholders’ meeting. The shareholders’ meeting is the highest authority of the joint venture company and decides all major matters of the joint venture company. Shareholders shall exercise their voting rights at the shareholders’ meeting in accordance with the proportion of paid in capital contribution.
2. The joint venture company sets up a board of directors, which is composed of 6 people, 3 appointed by Party A, and 1 appointed by Party B, Party C and Party D respectively; The chairman shall be a director appointed by Party A. The meeting of the board of directors shall be held only when more than two-thirds of the directors are present. A resolution made by the board of directors shall be subject to one person one vote and shall be valid only if it is voted by more than two-thirds of the directors.
3. The joint venture company shall set up a board of supervisors with five members, one appointed by the shareholders of Party B, Party C and Party D respectively, and two employee supervisors shall be democratically elected by the employee congress; The chairman of the board of supervisors shall be the supervisor appointed by Party B. The resolution made by the board of supervisors on the matters discussed shall be subject to one person, one vote, and shall take effect only with the consent of more than half of all supervisors.
4. The joint venture shall have a general manager recommended by Party A as the legal representative of the joint venture, who shall be specifically responsible for the operation and daily management of the joint venture.
5. Party A, Party B, Party C and Party D jointly formulate the articles of association of the joint venture. The articles of association of the joint venture shall be signed by all shareholders after being adopted by the shareholders’ meeting as an integral part of this agreement.
6. The term of office of the directors and supervisors of the joint venture company shall not exceed three years. Upon expiration of the term of office, he may be re elected.
7. The joint venture shall adopt a positive dividend policy, and the profit distribution shall give priority to cash distribution. Under the condition of ensuring the operation capital demand (financing conditions) of the joint venture, the profit distributed in cash shall not be less than 50% of the accumulated distributable profit realized in the current year in principle.
(V) liability for breach of contract
If any provision of this agreement is not fully performed or not performed by the shareholders after the agreement comes into force, 1. The relevant provisions of this Agreement shall not be fully performed. If the breach of contract causes economic losses to the joint venture or other shareholders, the breaching party shall be liable for such losses.
2. If one party violates other obligations other than the payment of registered capital contribution agreed in this agreement, except for force majeure, the breaching party shall compensate the observant party and / or the joint venture for the direct economic losses caused by its breach. In case of any breach of this agreement by either party, in addition to the liability of the breaching party, the observant party has the right to require the breaching party to continue to perform the agreement or terminate the agreement in advance.
(VI) this Agreement shall come into force after being signed and sealed by Party A, Party B, Party C and party D.
2、 Documents for future reference
Investment cooperation agreement of sun submarine cable (Dongshan) Co., Ltd
It is hereby announced
Board of directors February 23, 2002
