Securities code: 000529 securities abbreviation: Guangdong Guanghong Holdings Co.Ltd(000529) Announcement No.: 2021-63 Guangdong Guanghong Holdings Co.Ltd(000529)
Announcement on the proposed signing of the investment framework agreement for Guangdong Guanghong Holdings Co.Ltd(000529) food cold chain smart port project with the people’s Government of Zengcheng District, Guangzhou
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 tips:
1、 The subsequent specific investment matters involved in the investment framework agreement of Guangdong Guanghong Holdings Co.Ltd(000529) food cold chain smart port project (hereinafter referred to as the investment framework agreement) to be signed this time need to be further implemented and promoted by the parties to the agreement, and can only be implemented after being reviewed and approved according to the legal approval procedures of listed companies. The company will follow the articles of association And relevant laws and regulations, perform corresponding decision-making and approval procedures, and timely perform the obligation of information disclosure.
2. The project land involved in the investment framework agreement to be signed this time shall be obtained through public land transfer according to law, and there are uncertainties about whether the land use right can be won, the final transaction price and acquisition time of the land use right; The implementation of specific investment projects still needs to go through relevant approval procedures with relevant competent government departments, which is uncertain.
3. This event does not involve related party transactions, nor does it constitute a major asset restructuring of listed companies as stipulated in the measures for the administration of major asset restructuring of listed companies.
1、 Overview
(i) In order to fully implement the 14th five year plan for the development of cold chain logistics and Guangdong Guanghong Holdings Co.Ltd(000529) the 14th five year plan for the development of cold chain logistics issued by the general office of the State Council, accelerate the development of enterprise specialization and branding, and promote the transformation of traditional food cold storage trade to modern food cold chain industrial services, Guangdong Guanghong Holdings Co.Ltd(000529) (hereinafter referred to as the company or Guangdong Guanghong Holdings Co.Ltd(000529) ) and the proposed wholly-owned subsidiaries (Guangdong Guanghong smart port food industry development Co., Ltd. and Guangdong Guanghong smart Port Industrial Investment Co., Ltd., both tentative names, have not been registered) intend to sign the Guangdong Guanghong Holdings Co.Ltd(000529) food cold chain smart port project investment framework agreement with the people’s Government of Zengcheng District, Guangzhou, and plan to invest in the construction of Guangdong Guanghong Holdings Co.Ltd(000529) The food cold chain smart port project (hereinafter referred to as the smart port project) has a total land of about 192 mu. It is planned to build comprehensive exhibition and trade trading center, high-end headquarters business center, supply chain financial center, smart science and innovation center, consumption experience center and other properties.
（2） On December 14, 2021, the company held the fourth interim board meeting in 2021. The meeting approved the draft agreement on the proposed signing with the people’s Government of Zengcheng District, Guangzhou by 8 votes in favor, 0 against and 0 abstention
< Guangdong Guanghong Holdings Co.Ltd(000529) 食品冷链智慧港项目投资框架协议书>
And agree to authorize the management of the company to be responsible for all matters related to the signing of the investment framework agreement for Guangdong Guanghong Holdings Co.Ltd(000529) food cold chain smart port project. According to the Shenzhen Stock Exchange Stock Listing Rules, the articles of association and other relevant provisions, this matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
（3） This event 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.
2、 Main contents of the agreement
At present, the company has not signed an agreement. The main contents of the investment framework agreement are as follows:
(i) Agreement subject
Party A: Guangzhou Zengcheng District People’s Government
Party B: Guangdong Guanghong Holdings Co.Ltd(000529)
Party C: Guangdong Guanghong smart port food industry development Co., Ltd. (tentative name, wholly-owned subsidiary of the company, not yet registered)
Party D: Guangdong Guanghong smart Port Industrial Investment Co., Ltd. (tentative name, wholly-owned subsidiary of the company, not yet registered)
（2） Project overview
Project Name: Guangdong Guanghong Holdings Co.Ltd(000529) food cold chain smart port project
Project construction site: Zhongxin Town, Zengcheng district (the nature, area, service life and location of the land shall be subject to the approval of the planning and natural resources departments).
Project investor: Guangdong Guanghong Holdings Co.Ltd(000529)
Construction subject: Guangdong Guanghong smart port food industry development Co., Ltd. and Guangdong Guanghong smart Port Industrial Investment Co., Ltd
Project content: the total land area of the project is about 192 mu. It is proposed to build exhibition and trade trading center, high-end headquarters business center, consumption experience center, supply chain financial center, smart science and innovation center and other properties. The project construction land will be obtained by the construction unit through public land transfer according to law.
（3） Obligations of the parties
1. Obligations of Party A
(1) On the premise of law and regulation, Party A supports Party C and Party D to obtain the land use right of the project plot through public land transfer according to law.
(2) On the premise of law and regulation, Party A shall cooperate with Party C and Party D in handling the administrative examination and approval procedures related to the project, such as project initiation and filing, industrial and commercial registration, planning application for construction, construction permit and so on.
(3) Party A shall level the land parcel of the project and build the infrastructure around the land parcel, provide roads, water supply, drainage and other connections according to the plan, and bear the infrastructure construction expenses before the connections.
2. Third party obligations
(1) Party B, Party C and Party D promise to invest, build and operate in accordance with the agreement.
(2) Party C and Party D promise that after obtaining the project land, they will continue to operate in Zengcheng District of Guangzhou according to law and regulations, pay the tax generated in Zengcheng and report the statistical data in Zengcheng according to law, and will not move out of Zengcheng or change the tax and statistical obligations within 20 years.
(3) Party C and Party D promise that the project and all projects settled in the project must comply with the laws, regulations, administrative normative documents and policy requirements of the state, Guangdong Province, Guangzhou City and Zengcheng District in terms of ecological environment, safety, industrial development and so on.
3、 Impact on the company
(i) The signing of the investment framework agreement is in line with national policies, the company’s development strategy and long-term planning, and is conducive to further accelerating the development of enterprise specialization and branding, promoting industrial transformation and upgrading, and building the company into a green food cold chain service provider with relatively perfect technology, services and modules in Guangdong, Hong Kong and Macao Bay area, as well as a safe, convenient High quality green food suppliers to enhance the core competitiveness of enterprises. At the same time, the introduction of more professionals and the gathering of higher quality business resources are also conducive to further expand and optimize the main business of cold chain warehousing services and market management services, and make every effort to promote the high-quality development of the company.
（2） At present, the project is still in the preparatory stage. In the short term, it will not have a significant impact on the company’s financial situation and operating results, and will not damage the interests of the company and shareholders. From the perspective of the company’s long-term development, it will have a positive impact on the improvement of the company’s business scale and operating performance.
4、 Existing risks
(i) The subsequent specific investment matters involved in the investment framework agreement to be signed this time need to be further implemented and promoted by the parties to the agreement. At the same time, it can be implemented only after being approved in accordance with the legal approval procedures of listed companies. The company will perform the corresponding decision-making and approval procedures and timely fulfill the obligation of information disclosure in accordance with the provisions and requirements of the articles of association and relevant laws and regulations.
（2） The project land involved in the investment framework agreement to be signed this time needs to be obtained through public land transfer according to law. There is uncertainty about whether the land use right can be obtained, the final transaction price and acquisition time of the land use right; the implementation of specific investment projects still needs to go through relevant approval procedures with relevant competent government departments, which is uncertain.
Please invest rationally and pay attention to risks.
5、 Documents for future reference
(i) Resolution of the fourth extraordinary board meeting of the company in 2021
（2） Proposed investment framework agreement for Guangdong Guanghong Holdings Co.Ltd(000529) food cold chain smart port project
It is hereby announced.
Guangdong Guanghong Holdings Co.Ltd(000529) board of directors December 15, 2001
