Securities code: 002825 securities abbreviation: Shanghai Nar Industrial Co.Ltd(002825) Announcement No.: 2022-013 Shanghai Nar Industrial Co.Ltd(002825)
Announcement on signing strategic cooperation agreement and foreign investment with Shanghai Lingang Holdings Co.Ltd(600848) economic development (Group) Co., Ltd
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.
1、 Overview of foreign investment
Shanghai Nar Industrial Co.Ltd(002825) (hereinafter referred to as “the company”) signed the strategic cooperation agreement with Shanghai Lingang Holdings Co.Ltd(600848) economic development (Group) Co., Ltd. (hereinafter referred to as “Lingang group”) in Pudong New Area, Shanghai on February 22, 2022. The company will land its core parts projects in the field of hydrogen energy, key equipment projects in the field of hydrogen energy, hydrogen energy industry research institute and other projects in the Lingang group Park, with an initial investment of 300 million yuan in the first phase; In addition, the company will set up a hydrogen energy industry investment fund in Lingang group Park, with a phase I scale of 200 million yuan.
The 18th meeting of the 4th board of directors held on February 22, 2022 considered and approved the proposal on signing the strategic cooperation agreement and foreign investment with Shanghai Lingang Holdings Co.Ltd(600848) economic development (Group) Co., Ltd. This foreign investment 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. According to the relevant provisions of the articles of association, this transaction is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Information of the other party
Company name: Shanghai Lingang Holdings Co.Ltd(600848) economic development (Group) Co., Ltd
Date of establishment: September 19, 2003
Registered address: No. 555, Xinyuan South Road, Pudong New Area, Shanghai
Legal representative: Yuan Guohua
Registered capital: RMB 11784988101
Enterprise type: limited liability company (state-owned holding)
Business scope: Shanghai Lingang Holdings Co.Ltd(600848) development, construction, operation and management of New Town Industrial Zone, development and investment of municipal infrastructure equipment, development and investment of comprehensive supporting equipment, establishment of various emerging industries, goods warehousing, consulting agency of investment projects, scientific and technological development, acceptance of entrusted business (except special provisions), information consulting.
Association with the company: the company has no association with Lingang group.
Upon verification, Lingang group does not belong to the person subject to execution for dishonesty.
3、 Basic information of investment projects
The company plans to land its core parts projects in the field of hydrogen energy, key equipment projects in the field of hydrogen energy, hydrogen energy industry research institute and other projects in the Lingang group Park, and preliminarily plans to invest 300 million yuan in the first phase; In addition, the company plans to set up a hydrogen energy industry investment fund in Lingang group Park, with a phase I scale of 200 million yuan.
Source of funds: self raised funds.
4、 Main contents of strategic cooperation agreement
Party A: Shanghai Lingang Holdings Co.Ltd(600848) economic development (Group) Co., Ltd
Party B: Shanghai Nar Industrial Co.Ltd(002825)
Based on the principle of mutual benefit and win-win results, Party A and Party B have reached the following cooperation intentions on integrating the advantageous resources of both parties and concluding a strategic cooperation relationship through friendly negotiation:
1. Party B’s hydrogen energy project is located in Party A’s Lingang group Park:
Party B will land its core parts and components projects in the field of hydrogen energy, key equipment projects in the field of hydrogen energy, hydrogen energy industry research institute and other projects in Party A’s Lingang group Park, and preliminarily plans to invest 300 million yuan in phase I.
① Core component projects in the field of hydrogen energy. Focus on the industrialization of fuel cell membrane electrode products, PEM electrolytic water hydrogen production core parts.
② Key equipment projects in the field of hydrogen energy. The R & D and production of key equipment in the field of coke hydrogen energy will achieve a breakthrough in key parts, break foreign monopoly and realize domestic substitution.
③ Hydrogen energy industry research institute. The Institute made technological breakthroughs around the bottom key technologies of the hydrogen energy industry, mainly including basic material research and development, product design, production process optimization, product performance improvement and so on.
2. Party B shall establish a hydrogen energy industry investment fund in Party A’s Lingang group park
The scale of the first phase of the fund is 200 million yuan. Party B will set up a hydrogen energy industry investment fund to invest in key links of the hydrogen energy industry chain, establish in-depth cooperative relations with excellent enterprises in the industry, integrate high-quality industrial resources, gradually form industrial synergy and promote the development of hydrogen energy industry.
5、 Purpose, existing risks and impact on the company of foreign investment
1. Purpose of foreign investment
In 2021, the company intervened in the hydrogen energy industry and carried out the core parts business such as fuel cell membrane electrode. With the maturity of the hydrogen energy industry chain, the company will deeply integrate the upstream and downstream industry chain, layout the core materials, parts and key equipment in the field of fuel cell and PEM electrolytic water hydrogen production, and realize the long-term layout of the underlying technology and industrialization of hydrogen energy.
2. Impact of foreign investment on the company and existing risks
This investment is the need of the company’s strategic planning. The smooth implementation of the project will have a positive impact on the long-term development and strategic layout of the company’s hydrogen industry.
Risk tips:
This strategic cooperation agreement is an intentional agreement, which shall be subject to the special contract terms separately signed by both parties on the cooperation content. The investment matters are still uncertain. The company solemnly reminds investors to invest rationally and pay attention to investment risks. There are uncertain risks whether the project can be fully and smoothly implemented, the overall planning and implementation cycle of the project is long, the investment amount is large, and the specific implementation progress and output do not meet the expected risks; If the implementation conditions such as national or local policy adjustment and project approval, as well as the market environment, product technology and financing environment change, the implementation of the project may be subject to the risk of postponement, change, suspension or termination.
6、 Documents for future reference
1. Resolutions of the 18th meeting of the 4th board of directors of the company.
2. Strategic cooperation agreement
It is hereby announced.
Shanghai Nar Industrial Co.Ltd(002825) board of directors February 22, 2022
