Securities code: 600641 securities abbreviation: Shanghai Wanye Enterprises Co.Ltd(600641) Announcement No.: pro 2021-045
Shanghai Wanye Enterprises Co.Ltd(600641)
With regard to the announcement on the project investment agreement signed by the holding subsidiary for foreign investment, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of investment project: Shanghai Wanye Enterprises Co.Ltd(600641) (hereinafter referred to as "company" or " Shanghai Wanye Enterprises Co.Ltd(600641) ") holding subsidiary Yangtze River Delta integration demonstration zone (Zhejiang Jiashan) Jiaxin Semiconductor Equipment Technology Co., Ltd. (hereinafter referred to as "Jiaxin semiconductor" or "Party B" or "project company") and Xitang Town People's Government of Jiashan County (hereinafter referred to as "Xitang Town People's government" or "party a") ）The project investment agreement has been signed, and the project is collectively referred to as the "annual output of 2450 sets / set of new equipment and 50 sets / set of semiconductor refurbishment equipment project of Jiaxin Semiconductor Equipment Technology Co., Ltd. in the Yangtze River Delta integration demonstration zone (Zhejiang Jiashan)" (hereinafter referred to as "project" or "total project").
Overview of investment project: in the future, the project company will be mainly engaged in the development, production and equipment renovation of 8-inch and 12 inch semiconductor new equipment such as etching machine, rapid heat treatment, film deposition, single chip cleaning machine, trough cleaning machine, tail gas treatment and manipulator.
Investment amount: the total investment of the project is RMB 2 billion, including fixed asset cost, land transfer fee, construction engineering cost, equipment purchase cost, key technology R & D, initial working capital and intellectual property rights. Total project investment refers to the total investment of the project company and other financing parties in the location of Party A. In the future, Jiaxin semiconductor will carry out follow-up socialized financing according to its actual operation, business development and capital demand, and always ensure that the status of Shanghai Wanye Enterprises Co.Ltd(600641) controlling shareholder will not be changed, of which Shanghai Wanye Enterprises Co.Ltd(600641) investment will not exceed RMB 800 million. Meanwhile, Shanghai Wanye Enterprises Co.Ltd(600641) will make every effort to promote Jiaxin semiconductor to complete the socialized financing of RMB 2 billion (including the above further investment amount from Shanghai Wanye Enterprises Co.Ltd(600641) ) through socialized financing, local government industrial fund financing and other means.
Special risk tips:
1. The project investment agreement signed this time is only a cooperation framework agreement, which is a framework and intentional agreement on the cooperation will and basic principles of both parties. There are uncertainties in the specific cooperation content, implementation progress and implementation, which will be further implemented and promoted according to the subsequent relevant documents signed by both parties.
2. Since the construction of Jiaxin semiconductor plant still needs a certain time period (expected to be no more than 18 months), the project investment amount and construction period are planned or estimated. After completion, many factors such as production line reaching production and market development are uncertain. The relevant data do not represent the company's prediction of future performance, nor do they constitute a performance commitment to shareholders.
3. The project requires a large number of talents, so it is necessary to expand the talent reserve to improve the efficiency of technological development, which may increase the cost and management difficulty of talent introduction, and there is a risk that the integration with the existing team does not meet the expectations.
4. The amount involved in the project investment is large. The subsequent investment plan and time will depend on the actual operation and development of the project company and the capital situation of the project company and relevant financing parties. There is still uncertainty about the actual demand of funds and whether the raised funds can be in place on time. The company will strengthen the management of the project company, strengthen the overall planning of funds, reasonably arrange the investment rhythm, and reduce risks through professional operation and management.
5. The project is affected by many factors such as macro-economy and industry cycle. There are certain market risks, operation risks and the risk of not reaching the expected income after investment. Please invest rationally and pay attention to investment risks.
6. The project will not lead to significant changes in the company's main business, and it is expected that it will not have a material impact on the company's operating performance in the short term, and will not have a material impact on the company's performance in the reporting period of 2021.
1、 Overview of foreign investment
(i) Basic information of foreign investment
On December 22, 2021, the company held the 10th interim meeting of the board of directors. Jiaxin semiconductor, the holding subsidiary of the company, invested abroad based on its own development and strategic planning, Sign the project investment agreement (hereinafter referred to as "agreement" or "original agreement") and supplementary agreement (hereinafter referred to as "supplementary agreement") with Xitang Town People's government ）The total investment of the project is estimated to be 2 billion yuan. In the future, the project company will be mainly engaged in the development, production and equipment renovation of 8-inch and 12 inch semiconductor new equipment, such as etching machine, rapid heat treatment, film deposition, single-chip cleaning machine, trough cleaning machine, tail gas treatment, manipulator and so on. In the future, Jiaxin semiconductor will carry out follow-up socialized financing according to its actual operation, business development and capital demand, and always ensure that the status of Shanghai Wanye Enterprises Co.Ltd(600641) controlling shareholder will not be changed, of which Shanghai Wanye Enterprises Co.Ltd(600641) investment will not exceed RMB 800 million. At the same time Shanghai Wanye Enterprises Co.Ltd(600641) will be financed through socialized financing, local government industrial fund financing, etc, Make every effort to promote Jiaxin semiconductor to complete the socialized financing of RMB 2 billion (including the above from Shanghai Wanye Enterprises Co.Ltd(600641) Amount of further investment). The board of directors of the company authorizes relevant staff of the company to handle matters related to this foreign investment. Jiaxin semiconductor recently participated in the competition for the state-owned construction land use right of plot 2021g-15-1 in Jiashan County. After the signing of the land transfer contract and the payment of the price and other related follow-up matters are reviewed and approved by the board of directors of the company, the relevant staff of the company will be authorized to handle them.
（2） Deliberations of the board of directors
On December 22, 2021, the company held the 10th interim meeting of the board of directors by means of communication. The proposal on signing project investment agreement for foreign investment of holding subsidiaries was considered and adopted by 9 votes in favor, 0 votes against and 0 abstentions. The board of directors of the company authorizes relevant staff of the company to handle matters related to this foreign investment. The investment of the project and the signing of relevant agreements do not constitute related party transactions, nor do they constitute major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. According to the articles of association, it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of both parties
(i) Party A
1. Name: People's Government of Xitang Town, Jiashan County
2. Address: No. 58, Nanyuan Road, Xitang Town, Jiashan County
（2） Party B
1. Name: Yangtze River Delta integration demonstration zone (Zhejiang Jiashan) Jiaxin Semiconductor Equipment Technology Co., Ltd
2. Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by natural person) 3. Date of establishment: April 29, 2021
4. Registered address: 3A, No. 999, Nanyuan West Road, Xitang Town, Jiashan County, Jiaxing City, Zhejiang Province
5. Legal representative: Li Yuee
6. Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of special equipment for semiconductor devices; Sales of special equipment for semiconductor devices; Manufacturing of special electronic equipment; Repair of special equipment; Maintenance of electronic and mechanical equipment (excluding special equipment); Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Manufacturing of display devices; Sales of display devices; Software development (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: technology import and export: goods import and export; Import and export agency (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results).
7. Major shareholders and shareholding ratio
Capital contribution and shareholding ratio
No. name of shareholder contribution method (10000 yuan) (%)
1 Shanghai Wanye Enterprises Co.Ltd(600641) 11539.280 currency
2. 2884.820 intangible assets of Ningbo Xinen Semiconductor Technology Co., Ltd
Total - 14424100-
Note: Ningbo Xinen Semiconductor Technology Co., Ltd. takes the ownership of semiconductor related technical intangible assets as intangible assets, On October 12, 2021, Shanghai Lixin Assets Appraisal Co., Ltd. issued the appraisal report on the ownership value of technology intangible assets related to semiconductor of Ningbo Xinen Semiconductor Technology Investment Co., Ltd. involved in the planned capital increase of intangible assets of Ningbo Xinen Semiconductor Technology Investment Co., Ltd. (credit assets appraisal report Zi [2021]) No. 040110), using the income method, taking July 31, 2021 as the appraisal base date, the appraisal value is RMB 28.9 million.
The company has no relationship with Ningbo Xinen Semiconductor Technology Co., Ltd.
（3） The company has no relationship with Xitang people's government.
3、 Main contents of the agreement
Jiaxin semiconductor signed the project investment agreement with Xitang people's government. The specific contents of the agreement are as follows:
(i) Agreement subject
Party A: People's Government of Xitang Town, Jiashan County
Party B: Yangtze River Delta integration demonstration zone (Zhejiang Jiashan) Jiaxin Semiconductor Equipment Technology Co., Ltd
（2） Project overview
1. Project composition. The Yangtze River Delta integration demonstration zone (Zhejiang Jiashan) Jiaxin Semiconductor Equipment Technology Co., Ltd. (hereinafter referred to as the "project company") and its subsidiaries and business divisions (including but not limited to) are collectively referred to as the "general project" ）It will include 6 subsidiaries and 2 business divisions. The project company is mainly engaged in the development, production and equipment renovation of 8-inch and 12 inch semiconductor new equipment, such as etching machine, rapid heat treatment, film deposition, single-chip cleaning machine, trough cleaning machine, tail gas treatment, manipulator and so on.
2. General name of the project. Yangtze River Delta integration demonstration zone (Zhejiang Jiashan) Jiaxin Semiconductor Equipment Technology Co., Ltd. has an annual output of 2450 sets / set of new equipment and 50 sets / set of semiconductor refurbishment equipment project.
3. Project site selection. The project land is located to the east of Yangfen highway in Xitang Town, to the south of Jianye Road, to the west of comprehensive protection zone and to the north of Xitang port. The specific four to four are subject to the red line map issued by the natural resources and planning department.
4. Project investment.
The total project investment is estimated as follows (unit: RMB):
No. project or cost name Total (unit: 100 million yuan) proportion (%)
1. Fixed assets expenses 7.9139 fifty-five
1.1 land transfer fee 0.552 seventy-five
1.2 construction cost 4.3621 eighty
1.3 equipment purchase cost 3.0015 00
2 key technology R & D 5.5027 fifty
3 initial working capital 2.5912 ninety-five
4. Intellectual property 4.0020 00
Total investment 20.00100
(the fixed asset investment referred to in this Agreement shall be subject to the statistical warehousing data, and Party B shall submit relevant supporting materials to Party A for each fixed asset investment.)
Total project investment refers to the total investment of the project company and other financing parties in the location of Party A.
5. Construction cycle. The project company will start construction upon land acquisition, complete the plant construction and enter the stage of investment equipment procurement, installation and commissioning before the end of June 2023, put into operation at the end of December 2023 and reach the production capacity in 2025. In case of force majeure, the construction progress of the project shall be negotiated separately by both parties.
（3） Project land and house property rights
1. Land area. The land area of the project company is about 109 mu, and the specific area shall be subject to the final red line map.
2. Land use and service life. For industrial land, the service life shall be subject to the joint review results of the project.
3. Land transfer price. The land price is 500000 yuan per mu, and the final price shall be subject to the bidding, auction, hanging and delisting price.
4. Land and housing property rights. The land and houses shall be constructed and owned by the project company. If there is a need for division of property rights during the listing of subsidiaries of the project company, Party A and Party B shall negotiate separately.
（4） Rights and obligations of both parties
1. Rights and obligations of Party A
(1) Party A shall actively assist and cooperate with relevant departments to publicly transfer the land parcel of the project intended by Party B according to law, which shall be subject to the land parcel transferred by the natural resources and planning department.
(2) Party A is responsible for assisting Party B to complete the approval of the overall scheme and detailed planning of the project; and assisting Party B to go through various procedures of "land acquisition and commencement".
(3) The "nine connections and one leveling" of the project infrastructure shall be implemented by Party A according to the needs of the project.
(4) Party A is responsible for assisting and coordinating the application approval, registration, obtaining business license, fire protection, environmental protection approval, electricity and water application and other related approval matters of the enterprises settled in the project, so as to provide a good business environment for the operation of the general project.
(5) Changes in equity of Party B and its subsidiaries (including equity transfer, capital increase and reduction), change of legal representative, change of actual controller, merger and division of enterprises and other major changes shall be notified to Party A in writing 10 days before the occurrence of the above changes. If the important expert team does not hold shares in Ningbo Xinen, or withdraws from the operation and management of the project company, or no longer plays a role in the development of the project company In case of substantial effect, Party A shall stop all supporting policies and require the total project to return all the enjoyed supporting funds after deducting the part retained by the local tax paid.
2. Rights and obligations of Party B
