Securities code: 002047 securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2021-112 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Announcement on signing strategic cooperation framework agreement and related party transactions
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 strategic cooperation framework agreement between Zhuhai Aviation City Development Group Co., Ltd. and Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as the “strategic cooperation framework agreement”) signed by Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as the “company”) and Zhuhai Aviation City Development Group Co., Ltd. (hereinafter referred to as the “aviation city group”) ）It is only a framework agreement, and the specific implementation contents and operation details will be subject to the specific project cooperation agreement signed separately. If there is any difference between the framework agreement and the subsequent specific landing agreement documents, the specific landing agreement documents shall prevail.
2. Hangcheng group is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the transactions involved in the Framework Agreement constitute connected transactions, but this agreement is a framework agreement and has not yet constituted the essence of connected transactions.
3. The strategic cooperation framework agreement signed this time only reflects the cooperation intentions or principles of both parties, and there are certain uncertainties in the implementation and progress of specific projects. The signing of the agreement will not have a significant impact on the company’s operating performance in 2021, and the impact on the future annual operating performance shall be determined according to the promotion and implementation of specific projects. The company will perform the corresponding decision-making review procedures and information disclosure obligations according to the follow-up progress of relevant matters. Please pay attention to the investment risks.
1、 Overview of agreement signing
On December 23, 2021, the company and aviation city group signed the strategic cooperation framework agreement in Zhuhai, reaching an agreement on the comprehensive cooperation between the two sides to jointly promote the distributed photovoltaic power station project. The strategic cooperation framework agreement is a framework agreement and is the basic document for all parties to sign relevant cooperation agreements in the future. It does not involve specific transaction targets and amounts. For specific projects involved, relevant formal cooperation agreements shall be signed separately, and corresponding decision-making review procedures and information disclosure obligations shall be performed.
This cooperation does not involve a specific amount, and the company will not be liable for breach of contract due to termination of cooperation. According to the relevant provisions of the stock listing rules, the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of Association (hereinafter referred to as the “articles of association”), this matter does not need to be submitted to the board of directors for deliberation. The essence of the strategic cooperation framework agreement. This matter does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
1. Company name: Zhuhai Aviation City Development Group Co., Ltd
2. Unified social credit Code: 91440400690511640c
3. Legal representative: Li Wenji
4. Company address: second floor, office building of Zhuhai Airport Group, Haicheng, Sanzao Town, Jinwan, Zhuhai
5. Registered capital: RMB 122808458
6. Date of establishment: July 2, 2009
7. Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
8. Business scope: aviation industry investment, construction and operation and supporting service industry, exhibition industry, construction industry and related professional and technical services, comprehensive real estate development and operation, modern agriculture and related service industry, real estate industry investment and operation management, information consulting, property agency and enterprise management.
9. Main financial data: as of December 31, 2020, Hangcheng group had total assets of 30071.0019 million yuan, net assets of 7910.0137 million yuan, operating income of 7680.4256 million yuan and net profit of – 176.5731 million yuan in 2020 (the above data have been audited);
As of September 30, 2021, Hangcheng group had total assets of RMB 3535.0513 million and net assets of RMB 8030.3765 million. From January to September, 2021, it realized operating revenue of RMB 7814.7435 million and net profit of RMB -539.795 million (the above data are Unaudited).
10. Association relationship: Hangcheng group directly holds 22% of the company’s equity and holds 4.57% of the company’s voting rights through voting entrustment. The total proportion of voting shares held by Hangcheng group is 26.57%, which is the controlling shareholder of the company. Hangcheng group forms an association relationship with the company.
11. Performance capability: Hangcheng group is not a dishonest executee, it exists according to law and operates normally.
12. Similar transactions: the company has not had similar transactions with aviation city group in the past three years.
3、 Main contents of the strategic cooperation framework agreement
1. Party A: Zhuhai Aviation City Development Group Co., Ltd
Party B: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
(1) In order to fully implement the national strategies of green building, green building materials and energy-saving buildings, promote the green and low-carbon transformation in the construction field, and help achieve the “double carbon” goal of national carbon peak and carbon neutralization, Party A supports Party B to use the building roof provided by Party A and its subsidiaries for the overall development of distributed photovoltaic power station project under the condition of meeting the regulations and relevant conditions. (2) As a leading large-scale comprehensive building decoration listed enterprise in the China State Construction Engineering Corporation Limited(601668) decoration industry, Party B has rich roof engineering construction experience and professional technology. Party B shall give full play to its technical advantages and construction experience and make use of the roof investment, construction and operation of distributed photovoltaic power station projects provided by Party A and its subsidiaries.
3. Working mechanism
This agreement is the strategic cooperation framework of both parties, which is used to guide the subsequent specific cooperation matters of both parties. After the signing of this agreement, both parties shall actively carry out work and implement the relevant contents of this agreement. When both parties carry out specific project operation according to the contents determined in this agreement, Party A or Party A’s subordinate units and Party B or Party B’s subordinate units shall sign specific implementation agreements according to relevant procedures, and the specific rights and obligations shall be subject to the specific project cooperation agreement.
In order to facilitate the implementation of the strategic cooperation agreed in this agreement, Both parties agree that: (1) both parties can establish a special working group or coordination group according to the needs of strategic cooperation, which is composed of heads of relevant departments and experts of both parties to specifically connect, coordinate, promote cooperation matters and organize implementation; (2) both parties strengthen exchanges and cooperation, establish a consultation mechanism, jointly formulate the overall strategic cooperation plan of the project and jointly promote the implementation of the project; (3) Both parties can conduct joint research on specific projects, give full play to their advantageous resources, and jointly build leading demonstration models to achieve mutual benefit and win-win results; (4) both parties shall jointly establish a project risk early warning, prevention and disposal mechanism to protect the interests of both parties to the greatest extent.
4. Rights and obligations of both parties (1) rights and obligations of Party A
1) Party A has the right to communicate with Party B the problems encountered in the construction and operation of the project and ask Party B to solve them;
2) Party A has the right to require Party B to invest, build and operate in accordance with national laws and regulations and industrial technical standards and specifications. If Party B violates national laws and regulations and industrial technical standards and specifications, Party A has the right to refuse to cooperate or stop illegal acts;
3) Party A has the right to require Party B to take good care of the relevant equipment and other properties of the project. When engaging in project construction and operation at Party A’s site, Party A has the right to require Party B to abide by the relevant rules and regulations and management requirements of Party A’s workplace;
4) Party A shall reasonably and legally cooperate with Party B in carrying out the project and provide necessary assistance for project cooperation. (2) Rights and obligations of Party B
1) Party B has the right to require Party A to provide necessary assistance for project cooperation;
2) If Party B encounters problems in the process of project construction and operation, it shall timely feed back to Party A and fully communicate with Party A. Party B shall solve various problems encountered in the process of project construction and operation according to Party A’s requirements;
3) Party B’s project investment, construction and operation shall be carried out in accordance with national laws and regulations and industrial technical standards and specifications;
4) Party B shall implement the specific work requirements put forward by Party A, take good care of the relevant equipment and other properties of the project, and abide by the relevant rules, regulations and management requirements of Party A’s workplace when engaging in project construction and operation at Party A’s site.
5. Liability for breach of contract and exemption clause
This strategic cooperation framework agreement is a framework arrangement and intentional agreement made by both parties on the direction, field, mode and principle of future cooperation. It is not the agreement of both parties to set rights and obligations, and is not legally binding on both parties, nor does it constitute the basis for requiring the other party to bear the liability for breach of contract in the specific agreement on the cooperation project signed later. The selection of specific cooperation projects involved in this strategic cooperation framework agreement shall comply with relevant national laws and regulations, as well as the business approval conditions and handling procedures of both parties, and a specific project contract shall be signed separately.
If the strategic cooperation framework agreement cannot be performed in whole or in part due to policy, approval and other force majeure reasons, the strategic cooperation framework agreement shall be automatically terminated in whole or in part, and both parties shall not bear responsibility for each other.
6. Other matters (1) matters not covered in this agreement can be determined by both parties through negotiation. (2) this Agreement shall come into force from the date of signing or sealing by both parties. The agreement is made in quadruplicate, of which Party A holds two copies and Party B holds two copies, both of which have the same legal effect.
4、 Impact on the company
1. Based on the principle of “complementary advantages, mutual benefit and win-win results”, the two sides reached the strategic cooperation framework agreement on jointly promoting the comprehensive cooperation of distributed photovoltaic power station project in accordance with relevant laws and regulations and on the basis of friendly negotiation. The signing of the agreement aims to give full play to their respective advantages and help achieve the “double carbon” goal of national carbon peak and carbon neutralization.
2. The signing of this framework agreement will not have a significant impact on the company’s operating performance in 2021, and the impact on the future annual operating performance shall be determined according to the promotion and implementation of specific projects.
3. The signing and subsequent performance of this agreement will not affect the independence of the company’s business, comply with the provisions of relevant laws and regulations, and will not damage the interests of the company and all shareholders.
5、 Risk tips
The strategic cooperation framework agreement signed this time only reflects the cooperation intentions or principles of both parties. The implementation of specific projects still needs to sign relevant agreements to stipulate the rights and obligations of both parties, and the specific cooperation matters involved shall be subject to the specific agreements signed in the future. Due to changes in the market environment or force majeure, there are still uncertainties in the follow-up specific cooperation content and implementation process. Please pay attention to the investment risks.
6、 Other relevant instructions
1. For the implementation and progress of the follow-up work involved in the strategic cooperation framework agreement signed this time, the company will timely perform the corresponding decision-making approval procedures and information disclosure obligations in strict accordance with the stock listing rules, the articles of association and other relevant provisions.
2. The company has no framework agreement or intention agreement disclosed in the last three years.
7、 Documents for future reference
1. Strategic cooperation framework agreement between Zhuhai Aviation City Development Group Co., Ltd. and Shenzhen Bauing Construction Holding Group Co.Ltd(002047) .
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
December 24, 2021
