Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Announcement on the establishment of a wholly-owned subsidiary by foreign investment and the signing of the investment agreement. 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
1. Basic information of foreign investment
Shenzhen Jingquanhua Electronics Co.Ltd(002885) (hereinafter referred to as "the company") ）According to the overall strategic layout and business development needs, in order to meet the company's long-term planning and development strategy, optimize resource allocation, expand customers in the Yangtze River Delta and improve asset operation efficiency, the company plans to establish a wholly-owned subsidiary in Yancheng high tech Industrial Development Zone and sign the investment agreement with effective conditions with the Management Committee of Yancheng high tech Industrial Development Zone. In the early stage, the company plans to lease the agent plant built by the Management Committee of Yancheng high tech Industrial Development Zone, and later decide whether to buy back the agent plant, and use its own funds or self raised funds to invest in the construction of intelligent manufacturing (including R & D and production) projects of medium and high-end magnetic components of new energy photovoltaic.
2. Approval of foreign investment
The company held the 23rd Meeting of the third board of directors on December 14, 2021, which deliberated and adopted the "on foreign investment and establishment of wholly-owned subsidiaries and signing"
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According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and the management system of foreign investment, the matter needs to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
3. Related party transactions
The establishment of a wholly-owned subsidiary and the investment do not constitute related party transactions, nor do they constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Basic information of counterparty
1. Name of counterparty: Management Committee of Yancheng high tech Industrial Development Zone
2. Nature: local government agency
3. Address: No. 1572, Luming Road, Yandu District, Yancheng City, Jiangsu Province
4. Related relationship: the Management Committee of Yancheng high tech Industrial Development Zone has good reputation and performance ability, is not a dishonest executee, and has no related relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers.
3、 Basic information of the proposed wholly-owned subsidiary
1. Company name: Jiangsu Shenzhen Jingquanhua Electronics Co.Ltd(002885) Technology Co., Ltd. (tentative name)
2. Registered capital: RMB 50 million
3. Company type: limited liability company
4. Legal representative: Ju Wanjin
5. Company domicile: North of Chuangxin road and west of Longcheng Road, Yanlong street, Yandu District, Yancheng City, Jiangsu Province (no door brand temporarily)
6. Ownership structure: the company holds 100% equity
7. Contribution method: monetary contribution, and the source of funds is self owned funds
8、 Business scope: power supply products (including power adapter, charger, LED driving power supply, inverter power supply, energy storage power supply, communication power supply, wireless charging power supply and other intelligent power supply) and related electronic parts; electronic transformer (including high and low frequency power transformers), power filter, inductor, reactor and other magnetic components; special transformer, rail transit magnetic components; photovoltaic inverter; R & D and sales of new energy vehicle charging equipment, UPS uninterruptible power supply, new energy devices, automotive electronics, power electronics and medical electronic products; establishment of industry (specific items will be reported separately); China Trade (excluding exclusive, specially controlled and exclusive commodities); import and export business of goods and Technology (excluding distribution and specially controlled commodities); rental of self owned houses. ^ power products (including power adapter, charger, LED driving power supply, inverter power supply, energy storage power supply, communication power supply, wireless charging power supply and other intelligent power supply) and relevant electronic parts; electronic transformer (including high and low frequency power transformers), power filter, inductor, reactor and other magnetic components; special transformer, rail transit magnetic components; photovoltaic inverter; new energy vehicle charging equipment (including charging pile and charging management equipment), UPS uninterruptible power supply, new energy devices, automotive electronics, power electronics, medical electronics and intelligent products.
(the above items shall be subject to the final approval of the competent department of the local government.)
4、 Main contents of investment agreement
(i) Agreement subject
Party A: Yancheng high tech Industrial Development Zone Management Committee
Party B: Shenzhen Jingquanhua Electronics Co.Ltd(002885)
（2） Main contents of the agreement
1. Project name and investment amount
The intelligent manufacturing (including R & D and production) project of medium and high-end magnetic components of new energy photovoltaic has a total investment of 1 billion yuan.
2. Project site selection
Yanlong street, Yandu District, Yancheng City, Jiangsu Province, covers an area of about 103 mu (the specific area is subject to the planned red line) and a construction area of about 100000 square meters.
3. Cooperation mode
According to the company's design requirements for the plant, Party A shall carry out plane planning and design and construction drawing design, open bidding for the construction team, and build the plant and other ancillary facilities within the specified time. Party B shall lease the above plant for a long time and decide whether to buy back the above plant according to Party B's own development within the fourth anniversary from the date of production.
4. Liability for breach of contract
(1) If Party B fails to follow the construction time, equipment arrival time, plant decoration and equipment mobilization agreed in this agreement due to epidemic situation, war and other force majeure factors, the corresponding time can be agreed separately with the written approval of Party A and Party B, which shall not be deemed as Party B's breach of contract.
(2) Party A and Party B shall strictly abide by relevant national laws and regulations and the provisions of this contract. Within six months from the date of signing this contract, Party A has the right to terminate this agreement if Party B fails to complete the registration formalities within the time limit due to no reason of Party A.
(3) In case of any safety accident or environmental pollution event after Party B's entry, Party B shall bear the corresponding losses. In case of adverse impact or inability to continue the performance of the agreement between both parties, Party A has the right to terminate this agreement. In case of any loss to Party A, Party B shall compensate Party A for the corresponding losses.
(4) During the project construction, Party A shall make clear and clear safety, environmental and other requirements for the construction unit, and sign a strict construction contract. In case of major safety, environmental protection, pollution and other events, Party A shall investigate the responsibility of the construction unit in accordance with the regulations.
(5) During the decoration and use of the project, Party B shall strictly abide by the provisions of the decoration design, and urge the construction party to comply with the relevant requirements of safety, fire control and environment under the condition of reporting to Party A and obtaining the approval of Party A. in case of safety, environment and other events, Party A and Party B shall actively coordinate and deal with them.
(6) After the plant is officially used by Party B, Party B shall conduct safe and civilized production and operation in accordance with relevant national and local laws and regulations to avoid accidents such as safety and environmental pollution.
(7) If Party B's project company intentionally falsely issues invoices, evades taxes, falsifies contracts, maliciously swindles awards and supplementary funds and other serious and major violations occur after entering the project company, if Party B causes losses to Party A, Party B shall compensate Party A for relevant losses.
5. Contract effective conditions and time
This Agreement shall be signed and sealed by the duly authorized representatives of both parties and shall come into force as of the date of deliberation and approval by the general meeting of shareholders of the company.
5、 Purpose of foreign investment, existing risks and impact on the company
1. Purpose of foreign investment and its impact on the company
The establishment of a wholly-owned subsidiary and foreign investment is to further meet the needs of the company's business development and the rapid growth of the company's new energy photovoltaic business. Through the construction of the above projects, the company can quickly build relevant production lines, expand the production capacity of products related to the new energy photovoltaic business, grasp the development opportunities of new energy photovoltaic, and rely on the company's platform, Enable the company to obtain strong sustainable operation and sustainable development ability. The establishment of a wholly-owned subsidiary and foreign investment have no significant impact on the company's future financial status and operating results.
2. Existing risks
(1) The project investment agreement signed this time needs to be deliberated and approved by the general meeting of shareholders of the company. In case of failure, the agreement may not come into force;
(2) As there are many uncertainties in the future market, the future market demand is lower than expected, or orders shrink due to increased competition and sharp rise in raw material prices, there may be a risk that the expected benefits will not be achieved after the implementation of the investment project;
(3) There is a risk of modification, cancellation and termination of this agreement due to force majeure events and policy changes in the process of performance.
(4) The subsequent implementation of the construction project still needs to go through the pre-approval work such as project filing and environmental assessment approval with the relevant competent government departments. If the implementation conditions such as national or local policy adjustment and project filing change, the implementation of the project may have the risk of change, extension, suspension or termination.
The establishment of a wholly-owned subsidiary and foreign investment may face policy risks, management risks, market risks and technical risks in the process of implementation or operation. The company will control and resolve risks with different countermeasures and measures, and strive to obtain good investment return. According to the progress of cooperation matters and in strict accordance with the requirements of relevant laws, regulations and normative documents, we will perform the corresponding decision-making procedures and information disclosure obligations according to law, and invite investors to invest rationally and pay attention to investment risks.
6、 Documents for future reference 1. Resolutions of the 23rd Meeting of the third board of directors of the company; 2. Investment cooperation agreement.
Shenzhen Jingquanhua Electronics Co.Ltd(002885) board of directors December 15, 2021
