Securities code: Shandong Sun Paper Co.Ltd(002078) securities abbreviation: Shandong Sun Paper Co.Ltd(002078) Announcement No.: 2022010 Shandong Sun Paper Co.Ltd(002078)
Announcement on the signing of strategic cooperation framework agreement between the company and Nanning Municipal People's Government
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
1. Shandong Sun Paper Co.Ltd(002078) (hereinafter referred to as "the company" or " Shandong Sun Paper Co.Ltd(002078) ") signed the strategic cooperation framework agreement (hereinafter referred to as "the agreement" or "the agreement") with Nanning Municipal People's Government of Guangxi Zhuang Autonomous Region on February 26, 2022, It is agreed that Shandong Sun Paper Co.Ltd(002078) will invest in the construction of "5.25 million tons / year Forest Pulp paper integration and supporting industrial park project" (hereinafter referred to as "the project" or "the project") in Nanning.
2. About the fund arrangement of the project: as the investment fund of the project is large and the payment period is long, the specific investment arrangement has not been clarified at present; The project investment amount and construction scale agreed in this Agreement are only preliminary plans or estimates and do not represent the company's prediction of future performance or constitute a commitment to investors. The company will submit the project to the board of directors or the general meeting of shareholders for deliberation and timely announcement according to the investment scale and progress of the project and the provisions of the articles of association and relevant rules and regulations.
3. Major risks and uncertainties of performance: the agreement signed this time is only the cooperation intention and framework agreement of both parties. The investment project matters involved in the agreement need to be further discussed and the corresponding decision-making and approval process shall be performed. The two parties will discuss and agree on matters not covered in the agreement separately. In the future, the performance of the agreement and the business performance after the project is put into operation may face national policies There is still uncertainty risk due to the impact of laws and regulations, the macro environment of the industry and the change of project construction cycle.
4. The impact of the signing of this Agreement on the company's financial status and operating performance in 2022 and in the future depends on the promotion and implementation of specific projects. The company will perform the necessary examination and approval procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations according to the progress of relevant matters. Please invest rationally and pay attention to investment risks.
1、 Overview of agreement signing
The Guangxi Zhuang Autonomous Region city Nanning City China is one belt, one road to the opening and cooperation of ASEAN, the permanent venue of China ASEAN Expo, the core city of Beibu Gulf Economic Zone, and the organic gateway of the state "one belt and one road". It is the political, economic, cultural and trade center of Guangxi. Based on the principle of "complementary advantages and win-win cooperation", Nanning Municipal People's government and Shandong Sun Paper Co.Ltd(002078) signed this agreement through friendly negotiation.
(II) this agreement is only an intentional agreement on cooperation between both parties. According to the articles of association and other relevant provisions, it does not need to be deliberated by the board of directors or the general meeting of shareholders of the company. Subsequently, the company will perform necessary approval procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations according to the progress of relevant matters.
(III) this foreign investment 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.
2、 Basic information of the project
(I) project content: build a forest pulp paper integration and supporting industrial park with an annual output of 5.25 million tons, mainly producing high-grade packaging paper, plastic substitute paper, coated paper, double offset paper, special paper-based new materials, pulp and other products, as well as upstream and downstream packaging, printing, paper deep processing, intelligent storage, wharf, logistics and other supporting projects.
(II) project land: the proposed site is Nanning Liujing Industrial Park, with a land area of about 3000 mu.
(III) investment scale: the total investment is about 20 billion yuan.
(IV) implementation subject: Shandong Sun Paper Co.Ltd(002078) invested and established a wholly-owned subsidiary Nanning Shandong Sun Paper Co.Ltd(002078) Co., Ltd. in Nanning, which will be the implementation subject of the project.
(V) project implementation progress: as of the disclosure date of this announcement, the project is still in the preparatory stage. After the relevant approval procedures are complete, the company will actively promote the development of the project and ensure the smooth implementation of all work.
3、 Main contents of the agreement
(I) both parties
Party A: Nanning Municipal People's Government (hereinafter referred to as "party a")
Party B: Shandong Sun Paper Co.Ltd(002078) (hereinafter referred to as "Party B")
(II) contents of the agreement
1. Project overview
(1) Project Name: Forest Pulp paper integration and supporting industrial park project with an annual output of 5.25 million tons
(2) Project site selection: the proposed site is Nanning Liujing Industrial Park
(3) Project land: about 3000 mu
(4) Total investment of the project: about 20 billion yuan
(5) Project investment scale and main contents:
Scale of investment project: build a forest pulp paper integration and supporting industrial park project with an annual output of 5.25 million tons, mainly producing high-grade packaging paper, plastic substitute paper, coated paper, double offset paper, special paper-based new materials, pulp and other products, as well as upstream and downstream packaging, printing, paper deep processing, intelligent storage, wharf, logistics and other supporting projects. The total output value of the project is 30 billion yuan and the total profit and tax is 3 billion yuan, actively driving the entry of relevant supporting industries.
2. Rights and obligations of both parties
(1) Rights and obligations of Party A
a) Party A shall provide Party B with high-quality services and convenient conditions, and guarantee the land for the project according to law in accordance with relevant national laws and regulations and the current policies of Nanning. When Party B starts the construction of the project, Party A shall provide support in terms of project equipment investment according to relevant policies.
b) Party A shall coordinate with relevant units to provide services in project initiation, environmental impact assessment, energy assessment, industrial and commercial registration, tax declaration, support policy fulfillment, etc.
c) Party A shall provide the basic conditions that meet the project implementation, including drainage, energy consumption, environmental capacity, wharf shoreline, etc.
d) Party A has the right to supervise and verify the investment intensity, plant planning and construction standards, project construction progress and project income of the project.
(2) Rights and obligations of Party B
a) Party B promises to build the project with internationally leading or Chinese advanced equipment and technology, and introduce relevant supporting industrial chains.
b) Party B promises to set up the South Regional Headquarters in Nanning, and the tax payment place of the project company or its affiliates operating the project is in Nanning.
c) Party B promises that the project information and project background information provided to Party A are true, comprehensive, legal and effective.
d) Party B shall handle the feasibility study, environmental assessment, energy assessment, industrial and commercial registration and other relevant procedures according to law, and carry out the project construction in accordance with the approval requirements of relevant departments.
e) Party B agrees to urge the project company to abide by national laws, regulations and policies, pay taxes and operate in accordance with the law during the production and operation period.
f) Party B promises to appoint a core management and technical team with corresponding capabilities (including but not limited to the chairman, general manager, chief engineer, etc.) to the project company.
3. Other matters:
(1) This agreement is only an intentional agreement and does not constitute a specific commitment. For specific cooperation projects and related matters, a specific investment agreement shall be signed separately, and the content of the specific investment agreement shall prevail.
(2) Matters not covered in this Agreement shall be settled by both parties through consultation.
4、 Impact of signing the agreement on the company
In cooperation with Nanning Municipal People's government this time, the company plans to invest in the construction of the forest pulp paper integration and supporting industrial park project with an annual output of 5.25 million tons, which is mainly based on Nanning's superior geographical location, good business environment, logistics and transportation advantages of the investment place and rich forestry resources in Guangxi.
If the Nanning project is successfully implemented, the "Forest Pulp paper integration" project of Shandong Sun Paper Co.Ltd(002078) Guangxi base will develop in depth, which is conducive to the overall and coordinated development of Guangxi Base in terms of product structure optimization, logistics system improvement and sales channel construction. It also enables the "three bases" of Shandong Sun Paper Co.Ltd(002078) Shandong, Guangxi and Laos to further integrate and complement each other to form synergy, which will help the company build a complete raw material supply system and realize enterprise transformation and upgrading, continuously improve the company's core competitiveness and sustainable development ability, and open a broader growth space for the company.
This cooperation is an intentional agreement, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. The impact on the company's future financial status and operating performance depends on the promotion and implementation of specific projects.
5、 Risk tips
(I) this agreement is only the cooperation intention and framework agreement of both parties. The specific matters need to be further negotiated and clarified by both parties, and there is uncertainty.
(II) the implementation of the project still needs to go through the pre-approval work such as project filing and environmental assessment approval with the relevant competent government 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.
(III) the project is based on the needs of the company's strategic development and the judgment of the market prospect of the industry. However, there are certain uncertainties in the development trend of the industry, the changes of market conditions and the business expansion ability of the management team, which will have an uncertain impact on the realization of future business benefits.
(IV) the project investment amount and construction scale agreed in this Agreement are only preliminary plans or estimates, do not represent the company's prediction of future performance, nor constitute a performance commitment to investors. The actual investment and construction of the project will be determined after further investigation, evaluation and analysis, and can be implemented only after performing the relevant decision-making, approval and other pre procedures. There is uncertainty about whether it can obtain relevant approval, whether it can be implemented smoothly and whether it can achieve the expected income after implementation.
The company will perform necessary approval procedures and information disclosure obligations according to the progress of relevant matters and in strict accordance with the requirements of relevant laws and regulations. Please pay attention to investment risks.
6、 Documents for future reference
Shandong Sun Paper Co.Ltd(002078) and Nanning Municipal People's government signed the strategic cooperation framework agreement.
It is hereby announced.
Shandong Sun Paper Co.Ltd(002078) board of directors February 28, 2002
