Securities code: Guangxi Yuegui Guangye Holdings Co.Ltd(000833) securities abbreviation: Guangxi Yuegui Guangye Holdings Co.Ltd(000833) Announcement No.: 2022 – 006 Guangxi Yuegui Guangye Holdings Co.Ltd(000833)
About the company’s proposed cooperation with Guigang municipal government and industrial investment company
Announcement on signing the agreement related to the overall relocation project of Guitang
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 risk tips:
1. The quadripartite agreement on the overall relocation of Guitang and financial industry support (hereinafter referred to as the “quadripartite agreement”) shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
2. The tripartite agreement on overall relocation compensation of Guitang (2022) (hereinafter referred to as the “tripartite agreement”) is a part of the square agreement. In case of any inconsistency between the contents of the tripartite agreement and the square agreement, the square agreement shall prevail;
3. After the above two agreements come into force:
The agreement on overall relocation and financial industry support of Guitang (hereinafter referred to as the “original agreement”) signed by the company and Guigang municipal government on December 30, 2020 is disclosed in the securities times, securities daily and cninfo.com on December 31, 2020 The announcement on signing the agreement on termination of relocation compensation agreement and the agreement on overall relocation and financial industry support of Guitang with Guigang municipal government (2020053) continues to be valid.
The company will timely fulfill the obligation of information disclosure according to the follow-up progress of the above agreement, and the majority of investors are invited to pay attention to investment risks.
1、 Overview
Guangxi Yuegui Guangye Holdings Co.Ltd(000833) (hereinafter referred to as “the company” or ” Guangxi Yuegui Guangye Holdings Co.Ltd(000833) “) held the second meeting of the ninth board of directors and the 20th meeting of the eighth board of supervisors on February 28, 2022, deliberated and adopted the proposal on the company’s intention to sign relevant agreements with Guigang municipal government and industrial investment company on the overall relocation project of Guitang.
On December 8, 2014, the company signed the relocation compensation agreement with Guigang municipal government on the land expropriation compensation of Guitang old factory and the construction of new factory (see the announcement on signing the relocation compensation agreement between the company and Guigang municipal government (Announcement No.: 2014 – 075) disclosed on cninfo.com on December 9, 2014), Since then, the two sides have carried out a number of work in accordance with the agreement. Subsequently, due to the influence of various factors, both parties have difficulties in performing the contract. Based on the principle of continuing to maintain friendly relations, through consultation between both parties, combined with the old land planning and the actual implementation of the project, the termination agreement of relocation compensation agreement and the agreement on overall relocation and financial industry support of Guitang were re signed on December 30, 2020 to re agree on the relocation compensation of the plant. Guigang Municipal People’s government paid the down payment of 200 million yuan according to the original agreement. In order to promote the effective implementation of the original agreement, the two sides have recently held another negotiation and intend to increase the payment subject, namely Guangxi Guigang Industrial Investment Development Group Co., Ltd. (hereinafter referred to as “industrial investment company”).
Now, according to the provisions of relevant laws and regulations and the general principles of the original agreement, the company and its wholly-owned subsidiary Guangxi Guangye Guitang Sugar Group Co., Ltd. (hereinafter referred to as “Guitang group”) intend to sign the four party agreement on overall relocation and financial industry support of Guitang and the three party agreement on overall relocation compensation of Guitang (2022) with Guigang municipal government and industrial investment company.
This matter does not involve related party transactions and does not constitute a major asset reorganization. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Signing body and main contents of the agreement
(I) overall financial support and relocation agreement of Guifang sugar industry
1. Agreement subject:
Guigang Municipal People’s government, Industrial Investment Corporation, Guangxi Yuegui Guangye Holdings Co.Ltd(000833) , Guitang group Guangxi Yuegui Guangye Holdings Co.Ltd(000833) and Guitang group are hereinafter collectively referred to as Guangdong Guangxi side.
Basic information of counterparty industrial investment company
(1) Guangxi Guigang Industrial Investment Development Group Co., Ltd
(2) Type: limited liability company (state-owned holding), with Guigang SASAC holding 99.96% of its shares.
(3) Unified social credit Code: 91450807565808365q
(4) Date of establishment: November 28, 2003
(5) Address: 8th-10th floor, No. 883 Yingbin Avenue, Gangbei District, Guigang City
(6) Legal representative: Xu zuoreng
(7) Business scope: general items: engaging in investment activities with its own funds; Park management services; Engineering management services; estate management; Land improvement services; Sewage treatment and recycling; Municipal facilities management, etc.
Through self inspection, the industrial investment company and the company have no relationship in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
2. Core content of the agreement
(1) The payment obligation that Guigang municipal government should perform but not perform to Guangdong and Guangxi involved in the original agreement is changed to the payment obligation that industrial investment company should perform to Guangdong and Guangxi.
(2) The tripartite agreement on overall relocation compensation of Guitang (2022), which is separately signed between Guangdong and Guangxi and Industrial Investment Corporation on the payment of relocation compensation and financial industry support of RMB 118741 million and asset transfer, is part of this agreement. In case of any inconsistency between the tripartite agreement and the quadripartite agreement, the quadripartite agreement shall prevail.
(3) If the industrial investment company fails to pay 1 million yuan to Guangdong and Guangxi on behalf of Guigang municipal government at the end of the next month after the formal signing of the agreement, Guigang municipal government and industrial investment company shall jointly continue to pay the remaining relocation compensation and financial support to Guangdong and Guangxi according to the original agreement.
(4) Guangdong and Guangxi shall hand over the land to the government at the time agreed in the schedule of land transfer time plan;
(5) The industrial investment company shall pay the last payment (i.e. 187.41 million yuan) before June 30, 2022. After receiving the last payment, Guangdong and Guangxi shall apply to Guigang municipal government for land transfer and retention of buildings, equipment and facilities. If Guigang municipal government and industrial investment company fail to pay the relocation compensation as agreed, Guangdong and Guangxi have the right not to continue to transfer the unfinished land and retain buildings, equipment and facilities as agreed in the schedule of land transfer time;
(6) The dispute resolution provisions shall be implemented in accordance with the original agreement.
3. Effective conditions:
(1) The four Party Agreement shall be signed and sealed by the person in charge or legal representative of each party.
(2) The four party agreement has been deliberated and adopted by Guangxi Yuegui Guangye Holdings Co.Ltd(000833) board of directors and general meeting of shareholders.
(II) core terms of the tripartite agreement on overall relocation compensation of Guitang (2022)
1. Agreement subject:
Industrial Investment Corporation, Guangxi Yuegui Guangye Holdings Co.Ltd(000833) , Guitang group Guangxi Yuegui Guangye Holdings Co.Ltd(000833) and Guitang group are hereinafter collectively referred to as Guangdong Guangxi side.
2. Core content of the agreement
(1) The total amount involved in the agreement is 874.1 billion yuan.
(2) Payment time and method:
① Pay 1.187 billion yuan to Guangdong and Guangxi before June 30, 2022.
② The Guangdong and Guangxi sides shall inform the industrial investment company in writing of how to distribute the above funds after confirmation, and the industrial investment company shall notify the bank involved in the loan under this agreement to pay directly to the account designated by the Guangdong and Guangxi sides.
③ If the industrial investment company pays the money according to the agreement, Guangdong and Guangxi will hand over the land and aboveground objects according to the time agreed in the schedule of land handover time plan;
④ After the handover, the ownership of land and aboveground property rights and the commitment of Guangdong and Guangxi that there are no factors affecting the development and utilization of the land.
(3) Default clause
① If Guangdong and Guangxi fail to move out of the site and deliver the land and above ground buildings, structures, equipment and facilities, accessories and other real estate according to the time schedule of land transfer attached to this agreement, the industrial investment company has the right not to allocate or delay the allocation of the current compensation. If the industrial investment company fails to allocate the compensation as agreed, Guangdong and Guangxi have the right not to continue to hand over the land, aboveground buildings, structures, facilities, equipment, accessories and other real estate that have not been handed over as agreed.
② The three parties must strictly perform the provisions of this agreement. If one party fails to perform the agreement, the other party has the right to require the breaching party to take remedial measures or investigate the liability of the breaching party for breach of contract.
(4) The dispute resolution clauses shall follow the relevant expressions of the original agreement;
3. Effective provisions
The tripartite agreement shall come into force upon signature and seal of the legal representatives or entrusted agents of all parties. The board of directors of the company authorizes the chairman to handle the relevant documents and procedures involved in the signing of the above agreement. The terms of the agreement shall be subject to the version of the agreement finally signed and sealed by all parties.
3、 Other arrangements involved
The relocation does not involve the change of main business, personnel resettlement, etc.
4、 Impact on the company
(I) from October 1, 2021, the pulp and paper production in the old plant area of Guitang group will be shut down. After the relocation, the production equipment, houses and buildings and other fixed assets in the old plant area will no longer be used. The net value of fixed assets will be transferred to the relocation expenditure first. The labor costs and other expenses of some holiday personnel affected by the relocation will be regarded as the relocation expenditure, and the labor costs of construction personnel involved in the relocation will be included in the construction in progress, Continue to be responsible for selling inventory products and other personnel’s labor costs as operating expenses, which has a certain impact on the current profit and loss. (for details, please refer to the announcement on the shutdown and relocation of the old plant area of Guitang group, a wholly-owned subsidiary (2021046), published on the CNKI website of securities times and Securities Daily on October 8, 2021, but it will not have a significant impact on the production and operation of the company.
(II) due to the complicated process of relocation, various expenses and losses can not be accurately predicted at present. The company will treat the relocation and handover carefully, formulate a detailed relocation and handover plan, and the relocation will be carried out step by step according to the plan. The impact on the performance of 2022 shall be confirmed according to the progress of the transaction, and the actual impact data shall be subject to the audit results of accountants.
(III) the signing of the above two agreements is essentially the debt accession of the industrial investment company, and does not exempt the Guigang municipal government from its obligation to pay the compensation. The original agreement agreed to pay the last payment of 187.41 million yuan after the transfer of all land. The above agreement adhered to the principle of “payment before land” and agreed to deliver the core plot after the company received all compensation, which not only did not expand, but also reduced the risk of the original agreement and was more conducive to protecting the rights and interests of the company and all shareholders.
5、 Opinions of the board of supervisors
The board of supervisors believes that the company plans to sign relevant agreements with Guigang municipal government and industrial investment company on the overall relocation project of Guitang, which is in line with the company’s long-term development strategy and the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders.
6、 Documents for future reference
1. Resolutions of the second meeting of the ninth board of directors;
2. Resolutions of the 20th meeting of the 8th board of supervisors;
3. Independent opinions of independent directors on matters considered at the second meeting of the ninth board of directors;
4. The company plans to sign the quadripartite agreement on the overall relocation and financial industry support of Guitang and the tripartite agreement on the compensation for the overall relocation of Guitang (2022) with Guigang municipal government and industrial investment company. It is hereby announced.
Guangxi Yuegui Guangye Holdings Co.Ltd(000833) board of directors March 1, 2022
