Securities code: Zhejiang Chenfeng Science And Technology Co.Ltd(603685) securities abbreviation: Zhejiang Chenfeng Science And Technology Co.Ltd(603685) Announcement No.: 2022012 bond Code: 113628 bond abbreviation: CHENFENG convertible bond
Zhejiang Chenfeng Science And Technology Co.Ltd(603685)
Announcement on signing the agreement on enterprise land recovery and house collection and storage
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:
The people's Government of Yanguan Town, Haining City collected and stored the state-owned land use right and aboveground houses of Zhejiang Chenfeng Science And Technology Co.Ltd(603685) (hereinafter referred to as "the company") located at No. 4, Xinghua Road, Yanguan Town, Haining City with compensation, totaling 10153912500 yuan, and paid 461176300 yuan for the loss of production and business suspension, The total amount of the above two compensations and subsidies is RMB 10615088800.
This transaction does not constitute a connected transaction
This transaction does not constitute a major asset restructuring
There are no major legal obstacles to the implementation of this transaction
The implementation of this transaction has been deliberated and approved at the second extraordinary meeting of the third board of directors in 2022, and does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Transaction overview
(I) basic information of this transaction
In order to cooperate with the construction of Yanguan resort, promote the "retreat from two to three" and realize high-quality development. The government of Haining City will negotiate with the people's Government of Haining City to recover the paid land use right of the state-owned house located in No. 4 of Haining Town, and the people's Government of Haining City will recover the land of the company according to the general planning of Haining City.
(II) approval procedures performed by the company
On March 4, 2022, the second extraordinary meeting of the third board of directors of the company in 2022 deliberated and approved the proposal on signing the agreement on enterprise land recovery and house collection and storage, which does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Counterparty information
The counterparty of this transaction is the people's Government of Yanguan Town, Haining City. There is no connected relationship with the company and does not constitute a connected transaction.
3、 Basic information of transaction object
The land recovery and housing collection and storage block is the state-owned land use right and aboveground houses of the company located at No. 4, Xinghua Road, Yanguan Town, Haining City. The land use right and house use are industrial, including 41243 square meters of state-owned land use right and 402968 square meters of building area of houses on the land. The above-mentioned land use rights and licensed houses are mortgaged by Yanguan sub branch of Zhejiang Haining Rural Commercial Bank Co., Ltd.
4、 Main contents of the transaction agreement
Recovering Party: Yanguan Town People's Government of Haining City (hereinafter referred to as "party a")
Party to be recovered: Zhejiang Chenfeng Science And Technology Co.Ltd(603685) (hereinafter referred to as "Party B")
(I) basic information of recovered state-owned land use right and aboveground houses
The state-owned land use right and aboveground house of Party B recovered by Party A are located at No. 4, Xinghua Road, Yanguan Town, Haining City. The land use right and house use are industrial, including:
1. The area of state-owned land use right is 41243 square meters. The number of the state-owned land use right certificate is hgy (2016) No. 01081, located at No. 4, Xinghua Road, Yanguan Town, Haining City, covering an area of 41243 square meters. 2. The total building area of houses on the land is 402968 square meters.
Party B guarantees that the above land ownership is legal, the property rights of ground buildings and decoration are owned by it, and the property rights are clear and undisputed.
After the above land use right is recovered by Party A, the aboveground buildings shall be disposed of by Party A.
At the time of signing this agreement, the above land use right and the certified house are mortgaged by Yanguan sub branch of Zhejiang Haining Rural Commercial Bank Co., Ltd.
(II) recovery method and compensation amount
1. Determination principle of recovery compensation
(1) Entrust qualified real estate and asset appraisal institutions to conduct the appraisal;
(2) Refer to the notice of Haining Municipal People's Government on printing and distributing the measures for compensation and subsidies for housing expropriation on state-owned land in Haining City (HZF (2015) No. 12).
2. Recovery method and compensation amount
While taking back the above-mentioned state-owned land use right of Party B, Party A shall collect and store the buildings (houses), structures, ancillary facilities, greening trees and other assets of Party B on the land. According to zhezhengsuo Ping (2022) Haizi No. 014 and zhzhengpingban Zi (2022) No. 005 appraisal reports, Party A shall pay Party B compensation of RMB one hundred and one million five hundred and thirty-nine thousand one hundred and twenty-five only (￥ 10153912500). 3. Party A shall pay Party B the following subsidies
Loss from suspension of production and business: calculated as 6% of the assessed price of state-owned land use right and certified houses (excluding decoration and accessories): RMB four million six hundred and eleven thousand seven hundred and sixty-three (￥ 461176300). 4. The above compensation and subsidies (hereinafter referred to as compensation) total RMB one hundred and six million one hundred and fifty thousand eight hundred and eighty-eight only (￥ 10615088800).
5. Party A shall make land resettlement for Party B, and the acquisition of new land shall be carried out in accordance with the public listing and transfer procedures of state-owned land stipulated by relevant laws.
(III) payment of compensation
1. Within 15 working days from the effective date of this agreement, Party A shall pay Party B 15% of the total amount, that is, RMB fifteen million nine hundred and twenty-two thousand six hundred and thirty-four only (￥ 1592263400);
2. Party A shall pay 80% of the total amount to Party B within 15 working days from the date of completing the handover of all land and all houses on the ground, that is, RMB eighty-four million nine hundred and twenty thousand seven hundred and ten only (￥ 8492071000); 3. Party A shall pay Party B the balance of 5% of the total amount after completing the disposal of warrants and other aftermath matters, that is, RMB five million three hundred and seventy-seven thousand five hundred and forty-four only (￥ 530754400).
(IV) dispute resolution
Any dispute arising from the performance of this Agreement shall be settled by both parties through negotiation; If consultation fails, they shall bring a suit in a people's court according to law.
(V) other matters
This Agreement shall come into force from the date when all parties complete the internal process and sign and seal.
5、 Opinions of independent directors
The independent directors of the company expressed the following opinions: this enterprise land recovery and housing collection and storage is based on the company's active cooperation with relevant government departments in the demolition work, serving the overall situation of local economic construction, in line with relevant laws, regulations and relevant provisions of Haining policy documents. There is no connected transaction in this matter, and the decision-making procedure of the transaction is legal and effective. Therefore, we agree that the company and Yanguan Town People's Government of Haining City sign the agreement on enterprise land recovery and house collection and storage.
6、 Impact on the company
The land recovery and house storage of the enterprise comply with relevant laws, regulations and relevant provisions of Haining policy documents. The company will implement the construction land of the new plant as soon as possible, which will not have a significant impact on the normal production and operation of the company. This event has no impact on the profit and loss of the company in the current year. After receiving the compensation, the company will carry out corresponding accounting treatment according to relevant regulations. The specific accounting treatment and relevant financial data shall be subject to the results audited by the accounting firm. The company will continue to pay attention to the progress of the matter and fulfill the obligation of information disclosure in time. Please pay attention to investment risks.
It is hereby announced.
Zhejiang Chenfeng Science And Technology Co.Ltd(603685) board of directors March 7, 2022
