Securities code: Henan Shuanghui Investment & Development Co.Ltd(000895) securities abbreviation: Henan Shuanghui Investment & Development Co.Ltd(000895) Announcement No.: 202206 Henan Shuanghui Investment & Development Co.Ltd(000895)
About investing in the construction of modern food industrial park in Luohe City
And sign an investment agreement with Luohe Municipal 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.
1、 Transaction overview
（1） Basic information of transaction
In order to expand the scale and strength of the enterprise, Henan Shuanghui Investment & Development Co.Ltd(000895) (hereinafter referred to as “the company”) plans to invest in the construction of modern food industrial park in Luohe City, Henan Province, and sign the investment agreement with Luohe Municipal People’s Government in Luohe City, Henan Province on February 26, 2022. The project will be constructed by stages. The first phase of the project is expected to invest 3.5 billion yuan in fixed assets, The company will carry out the investment and construction of follow-up projects according to the actual situation and perform the corresponding decision-making procedures. The company or its subsidiaries will set up one or more legal person companies in the park as the project construction unit separately or jointly according to law to be responsible for the construction and operation of the park and related projects. The project investment will be solved by the project construction unit through its own funds or self raised funds.
（2） Deliberations of the board of directors
The company held the fifth meeting of the eighth board of directors on February 25, 2022. The meeting considered and adopted the proposal on investing in the construction of modern food industrial park in Luohe City and signing an investment agreement with Luohe Municipal People’s government with 8 votes in favor, 0 against and 0 abstention, The board of directors agrees to authorize the chairman of the company and his authorized persons to sign agreements, contracts and other documents related to the first phase of the project, At the same time, the chairman of the company and his authorized persons are authorized to be responsible for the implementation of the specific investment matters of the first phase of the project (including but not limited to the procedures of relevant land bidding, auction and listing, project approval and registration, the establishment of project construction units, participation in the bidding for the use right of state-owned construction land, the implementation of investment planning and other matters related to the implementation of the first phase of the project).
（3） Approval procedures to be performed
According to the Listing Rules of Shenzhen Stock Exchange and Henan Shuanghui Investment & Development Co.Ltd(000895) articles of association and other relevant provisions, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This transaction does not constitute a related party transaction, does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of partners
(I) Name: Luohe Municipal People’s Government
(II) affiliated relationship: the company has no affiliated relationship with Luohe Municipal People’s government.
3、 Investment overview
（1） Basic information of the project
Focusing on new catering, brand meat products, leisure food and other industries, the company has built a comprehensive, modern and high-tech modern food Industrial Park (Shuanghui Third Industrial Park) integrating R & D, production, exhibition and experience, reflecting new ideas, Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) , new technologies and new products, and creating an advanced manufacturing innovation demonstration park in Luohe City, The park plans products R & D center, comprehensive dispatching center, storage service center, central kitchen, catering ingredients, leisure meat products and other projects and supporting facilities.
According to market changes, the company’s development strategy and actual needs, the company can adjust the project planning within the scope of fixed assets investment to ensure the later operation quality of the project.
（2） Project construction unit
The company or its subsidiaries will set up one or more legal person companies in the park as the project implementation subject (hereinafter referred to as “project construction unit” or “park project company”) independently or jointly in accordance with the law to be responsible for the construction and operation of the park and related projects.
（3） Project investment amount
The project is constructed by stages. The fixed asset investment of the first phase of the project is expected to be 3.5 billion yuan. The company will invest in the construction of subsequent projects according to the actual situation and perform the corresponding decision-making procedures.
（4） Source of funds
The project funds will be settled by the project construction unit through its own funds or self raised funds.
（5） Construction planning
The park projects are planned as a whole, constructed by stages and put into operation in batches.
4、 Main contents of the agreement
（1） Parties to the agreement
Party A: Luohe Municipal People’s Government
Party B: Henan Shuanghui Investment & Development Co.Ltd(000895)
（2） Commitments and guarantees of both parties
1. Commitment and guarantee of Party A
① According to the construction progress of Party B’s project and in accordance with legal procedures, Party A shall supply industrial land to the park project company for a period of 50 years, which is used for industrial and storage purposes, in line with the overall land use planning, urban planning, annual land supply plan and other plans, And assist the park project company to obtain the relevant project land real estate ownership certificate according to law within 120 natural days from the date of signing and coming into force of this agreement. Meanwhile, according to the commencement schedule of Party B’s project, Party A shall make the land required for Party B’s Park project meet the conditions for the transfer of state-owned construction land 90 days in advance.
② Party A shall reserve the development land around the modern food Industrial Park (Shuanghui Third Industrial Park) to support Party B’s sustainable development, expansion and strength.
③ Ensure that the industrial land of the project complies with the provisions and requirements of the land administration law of the people’s Republic of China and other relevant laws and regulations.
④ Give the industrial land to the park project company to complete the “seven supplies and one leveling” and bear the corresponding expenses.
⑤ Coordinate with relevant departments to approve the environmental impact and energy conservation review and evaluation documents of the park project company according to law.
⑥ Party A promises and guarantees Party B to provide supporting facilities, policies and service support to the park project company.
⑦ Party A guarantees that projects affecting production safety and food safety shall not be planned and approved within 1km around the park. ⑧ The promises and guarantees made by Party A to Party B are accurate.
⑨ Party A’s signing and performance of this Agreement are within the scope of its power, and has obtained the necessary authorization, consent and approval; It does not violate the restrictions of laws, regulations, rules, regulations, judgments, orders, policies and contracts that bind or affect it; After this agreement is signed and takes effect, it will constitute a legal and effective binding on it, and it can be enforced in accordance with the terms of this agreement.
2. Commitment and guarantee of Party B
① Focusing on new catering, brand meat products, leisure food and other industries, Party B will build a comprehensive, modern and high-tech modern food Industrial Park (Shuanghui Third Industrial Park) integrating R & D, production, exhibition and experience, reflecting new ideas, Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) , new technologies and new products, and build an advanced manufacturing innovation demonstration park in Luohe City. The park plans to plan product R & D center, comprehensive dispatching center, storage service center, central kitchen, catering ingredients, leisure meat products and other projects and supporting facilities. Party B may adjust the above planned projects within the scope of fixed assets investment according to market changes, the company’s actual needs and development strategy, so as to ensure the later operation quality of the project.
② According to the principle of “overall planning, phased construction and batch production”, Party B will start construction in 2022. The investment in fixed assets of the first phase of the project is expected to be 3.5 billion yuan.
③ Party B’s signing and performance of this Agreement are within its company’s power and business scope, and has obtained the necessary company authorization and approval.
④ Party B’s signing and performance of this agreement will not violate the restrictions of the contract binding on Party B.
⑤ Party B promises that the project company in the park is an independent legal person with independent accounting according to law.
（3） Liability for breach of contract
After the signing of this agreement, if either party fails to perform or fails to fully perform or violates its commitments and guarantees, it shall constitute a breach of contract. The breaching party shall be responsible for compensating the observant party for all economic losses caused by its breach of contract, including but not limited to all direct losses, loss of available interests, damages, litigation, claim expenses and reasonable expenses caused by breach of contract, but the amount of compensation shall not exceed the income foreseen or foreseeable when the breaching party signs this contract.
（4） Effective conditions of the agreement
This Agreement shall come into force after being signed and sealed by the authorized representatives of Party A and Party B.
5、 Transaction purpose, existing risks and impact on the company
（1） Transaction purpose
The company is headquartered in Luohe City, Henan Province. For more than 30 years, under the environment of national reform and opening up, the company has seized opportunities, overcome difficulties, innovate and develop, and moved from Luohe to the whole country and from the whole country to the world. In order to continue to take root in Luohe and deeply participate in the development of Luohe food industry, the company plans to invest in the construction of modern food industrial park in Luohe City and sign the investment agreement with Luohe Municipal People’s government. This investment project is conducive to further improving the scale of the enterprise and promoting the development of the enterprise.
（2） Existing risks
1. The investment may face risks such as macroeconomic, industrial policies, changes in market environment and operation management, resulting in the risk that the project cannot achieve the expected income after investment.
2. The investment project still needs to go through the filing and approval procedures such as project initiation and environmental assessment in accordance with the provisions of national laws and administrative regulations. 3. There is a certain degree of uncertainty in the actual production time of the project, which must depend on the approval of relevant competent departments, or there is a risk of failure to pass the approval of relevant regulatory departments.
In conclusion, there may be some risks in the company’s investment. Please invest rationally and pay attention to the investment risks.
（3） Impact on the company
This investment has important and positive significance for the future development of the company, is conducive to further improve the industrial layout of the company, enhance the comprehensive competitiveness of the company, is conducive to the sustainable and high-quality development of the company, and is expected to produce good economic and social benefits. The construction period of this investment project is long and the investment amount is large. The source of investment is the self owned funds or self raised funds of the project construction unit. The company will actively raise funds in direct or indirect ways to ensure that the project implementation schedule is arranged according to the strategic development plan and actual situation without affecting the health of daily production and operation cash flow, which will not affect the company’s daily operation and have a significant adverse impact on the company’s future financial and operating conditions. 6、 Documents for future reference
(I) resolutions of the 5th meeting of the 8th board of directors;
(II) investment agreement between Luohe Municipal People’s government and the company;
(III) other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Henan Shuanghui Investment & Development Co.Ltd(000895) board of directors February 28, 2022
