Securities code: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) securities abbreviation: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Announcement No.: pro 2022010 Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526)
Announcement on the change of the controlling shareholder's commitment to avoid horizontal competition
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.
Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (hereinafter referred to as the "company", "listed company", " Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) ") recently received the notice of Hangzhou Iron and Steel Group Co., Ltd. on changing and avoiding horizontal competition from the controlling shareholder Hangzhou Iron and Steel Group Co., Ltd. (hereinafter referred to as "Hangzhou Iron and steel group"). Hangzhou Iron and steel group made the letter of commitment of Hangzhou Iron and Steel Group Co., Ltd. on avoiding horizontal competition (hereinafter referred to as "original commitment" or "2019 commitment") on July 17, 2019. In order to further support the development of the company's main business and safeguard the interests of the company and all shareholders, According to the relevant provisions and requirements of the guidance on the supervision of listed companies No. 4 - commitments of listed companies and their related parties issued by the China Securities Regulatory Commission, HANGGANG group plans to change the original commitments. The details are as follows:
1、 Original commitment content
In July 2019, the state owned assets supervision and Administration Commission of Zhejiang Provincial People's government transferred 25.67% of the shares of the listed company held by Juhua Group Co., Ltd. to HANGGANG group, which became the controlling shareholder of the listed company. In order to avoid potential horizontal competition, HANGGANG group issued the letter of commitment on avoiding horizontal competition on July 17, 2019, The commitments are as follows:
"For the possible horizontal competition between Zhejiang Environmental Protection Group Co., Ltd. and Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) , the company will realize the effective management of unlisted assets and reduce the horizontal competition between unlisted assets and Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) in the next three years, according to the market situation, If the assets have not been transferred to the third party in the form of non-compliance or non-compliance valuation (for example, the assets have not been transferred to the third party in the form of non-compliance or non-compliance valuation) and have not been approved by the relevant environmental protection department, but have not been transferred to the third party under certain conditions.
This letter of commitment takes effect from the date of issuance until the date when the company no longer owns the controlling right of Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) or the date when Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) 's A-share shares are not listed on Shanghai Stock Exchange (whichever is earlier).
The company will faithfully fulfill the above commitments and bear corresponding legal responsibilities. If it fails to fulfill the obligations and responsibilities given by the above commitments, the company will bear corresponding liabilities for breach of contract in accordance with relevant laws, regulations, rules and normative documents. "
2、 Performance of original commitments and reasons for commitment changes
(I) performance of original commitments
Since making the above commitments, HANGGANG group has been committed to fulfilling the above commitments and actively planning plans to properly solve the problem of horizontal competition, so as to solve the problem of horizontal competition to the greatest extent. Zhejiang Environmental Protection Group Co., Ltd. (hereinafter referred to as "environmental protection group") controlled by Hangzhou Iron and Steel Group has incorporated Zhuji Baosheng Environmental Technology Co., Ltd. (hereinafter referred to as "Zhuji Baosheng") and Zhejiang environmental protection group Beilun Shangke Environmental Protection Technology Co., Ltd. (hereinafter referred to as "Beilun Shangke") Zhejiang Chunhui solid waste treatment Co., Ltd. (hereinafter referred to as "Chunhui solid waste") has been entrusted to the company. The operation, financial indicators and Trusteeship of Zhuji Baosheng, Beilun Shangke and Chunhui solid wastes are as follows:
(1) Zhuji Baosheng
Zhuji Baosheng is jointly established by environmental protection group and Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) with environmental protection group holding 95%. Zhuji Baosheng, with a registered capital of 60 million yuan, is mainly engaged in air pollution treatment business. Its basic financial information (Unaudited) in 2019 and 2020 is as follows:
Unit: 10000 yuan
Company name annual total assets net assets operating income net profit
Zhuji Baosheng 20202372389604100584781 50.5820199196.24599042 -- 9.58
Zhuji Baosheng has been established for a short time. At present, it is mainly responsible for the implementation of Laibin Power Generation Co., Ltd. 2 of Guangxi investment group × The third-party business model boo project of 360MW unit flue gas ultra-low emission reconstruction project has a loss in 2019 and a small profit in 2020. There are uncertainties in sustainable operation ability and profit stability, which need to be further cultivated. Zhuji Baosheng has signed the Guangxi Investment Group Laibin Power Generation Co., Ltd. 2 with listed companies × The operation and maintenance contract of 360MW unit flue gas ultra-low emission environmental protection island system operation project (20212022) entrusts the guest project to the operation and management of the listed company, and pays all the profits after deducting the project costs to the listed company as custody fee.
(2) Beilun Shangke
Beilun Shangke is jointly established by environmental protection group and Ningbo iron and steel, of which environmental protection group holds 78%. Beilun Shangke, with a registered capital of 10 million yuan, is mainly engaged in solid waste treatment related businesses, specifically the collaborative disposal of general industrial waste, sewage and hazardous waste by using high-temperature industrial furnaces and kilns. Its basic financial information (Unaudited) in 2019 and 2020 is as follows:
Unit: 10000 yuan
Company name annual total assets net assets operating income net profit
Beilun Shangke 2020861.19 598.28 105.73 14.672019586.65 583.61 -- 16.39
Beilun Shangke has been established for a short time. At present, the main implementation project is the collaborative disposal project of sludge, steel furnaces and kilns. It obtained the hazardous waste operation license for the first time in March 2020. It lost money in 2019 and made small profits in 2020. There are uncertainties in its sustainable operation ability and profit stability, which need to be further cultivated.
Not injecting into the listed company for the time being helps to protect the rights and interests of minority shareholders of the listed company. It is reasonable not to inject this asset in this transaction.
The environmental protection group has signed the entrusted management agreement with the listed company to entrust the listed company to carry out the daily operation and management of Beilun Shangke, and pay 1% of the audited net profit of Beilun Shangke to the listed company as the custody fee on an annual basis according to the profitability of Beilun Shangke (if there is a loss in that year, the custody fee will not be paid).
(3) Chunhui solid waste
Chunhui solid waste was acquired by environmental protection group in September 2020 and held 75% of its shares. Chunhui solid waste, with a registered capital of 60 million yuan, is mainly engaged in hazardous waste disposal business, specifically dye, coating waste, organic resin and other waste disposal business. The basic financial information (Unaudited) of 2019 and 2020 is as follows:
Unit: 10000 yuan
Company name annual total assets net assets operating income net profit
Chunhui solid waste 20201848867390909139323 -548.9820191616208445807 697.21 -667.51
Chunhui solid waste has a short operation time in the environmental protection group, with losses in 2019 and 2020. There is great uncertainty in its profitability, which needs to be further cultivated.
The environmental protection group has signed the entrusted management agreement with the listed company to entrust the listed company with the daily operation and management of Chunhui solid waste, and pay 1% of the audited net profit of Chunhui solid waste to the listed company as the custody fee on an annual basis according to the profit of Chunhui solid waste (if there is a loss in the current year, the custody fee will not be paid).
(II) reasons for commitment change
Zhuji Baosheng, Beilun Shangke and Chunhui solid wastes, which are subordinate to the environmental protection group controlled by Hangzhou Iron and Steel Group, still compete with the company. Combined with the current actual situation, Zhuji Baosheng, Beilun Shangke and Chunhui solid waste have poor profitability and need to be further incubated. They do not have the conditions to be injected into the listed company before the expiration of the commitment period in July 2022 according to the original commitment; Moreover, the placement of employees of the above companies is complex, and there are practical difficulties in transferring to an unrelated third party or canceling the shutdown before the expiration of the commitment period in July 2022 according to the original commitment; In addition, Zhuji Baosheng, Beilun Shangke and Chunhui solid waste all have a certain business scale, and it is expected that the scale and profitability will be further improved in the next few years. According to the original commitment, transfer to unrelated third parties or cancel the shutdown before the expiration of the commitment period in July 2022 is not in line with Hangzhou Iron and Steel Group's strategy to build Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) into a comprehensive environmental protection industry service listing platform, It is also not conducive to safeguarding the rights and interests of listed companies.
3、 Commitment content after proposed change
The specific contents of the letter on avoiding competition with Hangzhou Iron and Steel Group Co., Ltd. on February 2024 are as follows:
"1. Hangzhou Iron and Steel Group will continue to take positive and effective measures (including but not limited to the use of Hangzhou Iron and Steel Group's funds, management personnel and other resources) for the solid wastes of Zhuji Baosheng, Beilun Shangke and Chunhui that are not yet qualified to be injected into Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) , which have been entrusted to Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Continue to incubate the above three companies to promote clear ownership of these businesses and assets, stable operation and good performance.
2. In the next five years, we will solve the problem of horizontal competition between these businesses and assets and Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) by means of business integration and asset restructuring. Before settlement, the environmental protection group will continue to trust these businesses and assets to Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) .
3. As of the date of issuance of this letter of commitment, except for the above companies, there is no business intersection and overlap between the environmental protection group and other enterprises under its control and listed companies, and there is no substantive horizontal competition between them.
In view of the situation that the environmental protection group and other enterprises under its control intend to engage in or substantially obtain similar businesses or business opportunities of the listed company in the future, and the assets and businesses formed by such businesses or business opportunities may constitute potential horizontal competition with the listed company: HANGGANG group will urge the environmental protection group and other enterprises under its control not to engage in the same or similar businesses as the listed company, To avoid direct or indirect competition with the business operation of listed companies. In addition, when the environmental protection group and other enterprises under its control may have an unfair impact on Listed Companies in terms of market share, business opportunities and resource allocation, HANGGANG group will strive to urge the environmental protection group and other enterprises under its control to give up business competition with listed companies.
The company promises: from the date of issuance of this letter of commitment, it will faithfully fulfill the above commitments and bear corresponding legal liabilities. If the company violates the above commitments, it will bear any losses or expenses suffered or incurred by the listed company in accordance with relevant laws, regulations, rules and normative documents.
This letter of commitment takes effect from the date of issuance until the date when the company no longer owns the controlling right of Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) or the date when Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) 's A-share shares are not listed on Shanghai Stock Exchange (whichever is earlier).
This letter of commitment will replace the commitment made by HANGGANG group on July 17, 2019 on avoiding potential horizontal competition with Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) after it comes into force. "
4、 Impact of the change on the company's commitment
The controlling shareholder comprehensively considered relevant factors to apply for change of the commitment to avoid horizontal competition, which is in line with the current actual situation. The company is entrusted to manage Zhuji Baosheng, Beilun Shangke and Chunhui solid wastes and collect custody fees, which will not have an adverse impact on the company's independent operation, financial status and operating results, and will not have a significant impact on the company's daily production and operation, It will not have an adverse impact on the development of the company and is conducive to further solving horizontal competition. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. At the same time, the company will continue to maintain regular communication with Hangzhou Iron and Steel Group to understand the performance of commitments, and fulfill the obligation of information disclosure in accordance with relevant laws, regulations and normative documents.
5、 Relevant review procedures for the implementation of this change commitment
(I) deliberation and voting of the board of directors
The company held the 6th meeting of the 8th board of directors on March 4, 2022, which deliberated and passed the proposal on the change of the controlling shareholder's commitment to avoid horizontal competition. The related directors have avoided voting and agreed to submit the proposal to the general meeting of shareholders for deliberation. The controlling shareholder HANGGANG group needs to avoid voting.
(II) opinions of independent directors
The independent directors of the company expressed their independent opinions and believed that it is necessary for the controlling shareholder HANGGANG group to change its commitment in 2019. The measures to solve the horizontal competition problems proposed by the controlling shareholder are in line with the current actual situation and will not have a significant impact on the daily production and operation of the company; The commitment change plan proposed by the controlling shareholder is legal and compliant, and the matters applying for commitment change comply with the relevant provisions of the guidelines for the supervision of listed companies No. 4 - commitments of listed companies and their related parties, and there is no situation that damages the interests of the company and non related shareholders, especially small and medium-sized shareholders; The deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations, normative documents and the articles of association. The related directors withdrew during the voting, and the voting results are legal and effective; In conclusion, we agree that the controlling shareholder changes the commitment to avoid horizontal competition, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation. The controlling shareholder HANGGANG group needs to avoid voting.
(III) opinions of the board of supervisors
The company held the 8th meeting of the board of supervisors on March 4, 2022
