Securities code: 603982 securities abbreviation: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) Announcement No.: 2021-109 convertible bond Code: 113629 convertible bond abbreviation: Quanfeng convertible bond
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Announcement on the company's investment in the new production base of new energy parts
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:
Name of investment object: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) new energy parts production base project (hereinafter referred to as "project" and "investment project")
Investor: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as "the company") investment amount: the total investment of the project is expected to be about 502294800 yuan, including a total investment of 464374800 yuan and other working capital of 37.92 million yuan
Main risk tips:
1. The total investment, construction period, expected benefits and other data involved in the investment project are planned or expected, which do not represent the company's prediction of future performance, nor constitute a performance commitment to shareholders or a commitment to the investment amount. The subsequent investment amount will be refined and adjusted according to the progress of the project.
2. The company has not obtained the project land required for the proposed investment project, and the relevant approval and filing procedures for project environmental impact assessment have not been promoted. There are still uncertainties in the actual investment amount, commencement time, planning process and implementation mode of the project, and there are certain construction progress and quality risks in the project construction process.
3. This investment project is based on the company's judgment on its own conditions and market prospects. Subsequent changes such as automobile industry policies, market environment and product technology changes have taken place, resulting in the risk that the actual operation status and profitability of the project are lower than expected.
4. During the construction of the investment project, in case of the influence of force majeure factors such as policy and market environment, the project promotion may be delayed.
1、 Overview of foreign investment
(i) Basic information of project investment
In order to meet the growing downstream market demand, improve the company's product supply capacity, solve the problem of insufficient production capacity caused by the rapid growth of downstream demand, greatly improve the company's production capacity, and build a new energy auto parts production line with the characteristics of intelligence, efficiency and flexibility. The company signed the investment and construction agreement with the Management Committee of Nanjing Jiangning Economic and Technological Development Zone on December 29, 2021. It plans to invest in a new new production line of new energy parts to the south of No. 159, Jiangjun Avenue, Jiangning Economic Development Zone, Nanjing, and build an efficient and intelligent industrialized production base. The total investment of the project is expected to be about 502294800 yuan, including a total investment of 464374800 yuan and other working capital of 37.92 million yuan.
（2） Consideration and voting
On December 29, 2021, the company held the 21st Meeting of the second board of directors, deliberated and adopted the proposal on the company's investment in the new production base of new energy parts with 9 affirmative votes, 0 negative votes and 0 abstention votes, agreed to the company's investment in the new production base of new energy parts, and agreed to authorize the management to handle the relevant matters of the project.
This foreign investment 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 for deliberation. This transaction 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、 Basic information of the subject of the investment agreement
(i) Investor
Enterprise name: Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Enterprise type: limited liability company (invested and listed in Hong Kong, Macao and Taiwan)
Registered address: No. 159, Jiangjun Avenue, moling street, Jiangning District, Nanjing (Jiangning Development Zone)
Legal representative: Pan Longquan
Registered capital: RMB 201415700
Main business: general projects: research and development of auto parts; Manufacturing of auto parts and accessories; Manufacturing of bearings, gears and transmission parts; Sales of bearings, gears and transmission parts; Manufacturing of gears, gear reducers and gearboxes; Sales of gears, gear reducers and gearboxes; Sales of electric accessories of new energy vehicles; Research and development of motor and its control system; Motor manufacturing; Engineering and technical research and test development; Manufacturing of special instruments for navigation, surveying and mapping, meteorology and ocean; Sales of navigation, surveying and mapping, meteorological and marine special instruments; Mold manufacturing; Manufacturing of household appliances; Sales of home appliance parts; Leasing of non residential real estate (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
（2） Other
Name: Management Committee of Nanjing Jiangning Economic and Technological Development Zone
Nature: local government agency
Address: No. 166, Jiangjun Avenue, Jiangning Development Zone, Nanjing
Legal representative: Zhang Huiqi
Relationship with listed companies: no relationship with listed companies
3、 Basic information of investment object
1. Project Name: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) new energy parts production base project
2. Project type: New
3. Construction site:
South of No. 159, Jiangjun Avenue, Jiangning Economic Development Zone, Nanjing (the specific location and area shall be subject to the reply of the planning and Resources Department)
4. Construction scale:
The project land is estimated to be 39 mu (the specific location and area shall be subject to the approval of the planning and Resources Department), and the estimated total construction area is 20199.00 square meters (subject to the actual construction), mainly build the production line of new energy parts. 5. Main construction contents: adopt advanced manufacturing technology, build relevant R & D and production houses and auxiliary facilities, and build a high-tech industrialization base integrating R & D, design and intelligent manufacturing.
6. Total investment composition:
The total investment of the project is expected to be about 502294800 yuan, including a total investment of 464374800 yuan and other working capital of 37.92 million yuan. Authorize the operation management to make detailed adjustment according to the market and project progress within the limit.
7. Source of funds:
The company will raise funds timely and steadily according to the specific situation of project implementation, and reasonably determine the source of funds, including but not limited to self owned funds, loans from financial institutions, refinancing or other financing methods.
8. Implementation progress:
The construction of the project includes project initiation, implementation of capital plan, purchase of land, survey and design of civil engineering, construction and decoration, equipment inquiry and procurement, equipment installation and commissioning, personnel recruitment and training, trial production, etc. The project will be gradually constructed and put into operation in combination with the company's overall production capacity, downstream market demand and project construction fund raising. The construction period of the project is 2 years (subject to the actual construction).
9. Analysis of project benefits:
After the project is completed, it is estimated that the annual sales revenue of the project will be 524.6 million yuan and the total annual profit will be 78.7898 million yuan, The internal rate of return (after tax) of the project investment is 14.90%, and the after tax payback period (including the construction period) is 7.39 years. The project is economically feasible. (the above-mentioned sales revenue, total profit and other data are predicted, which does not represent the company's prediction of future performance, nor does it constitute a performance commitment to shareholders).
10. Approval procedures:
The project must be implemented on the premise of obtaining the land use right. In the process of implementation, it is still necessary to go through the pre procedures such as relevant qualification permit and project implementation planning.
4、 Main contents of investment agreement
The company signed the investment and construction agreement with the Management Committee of Nanjing Jiangning Economic and Technological Development Zone on December 29, 2021. The main contents of the agreement are as follows:
Party A: Management Committee of Nanjing Jiangning Economic and Technological Development Zone
Party B: Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
(i) Responsibilities of Party A
1. Party B participates in the public listing of the project plot. After Party B delists and pays the land transfer fee or rent in accordance with the provisions of the planning and resources department, and pays the relevant taxes for handling the real estate property right certificate based on the delisting transaction price, Party A assists Party B in obtaining the real estate property right certificate.
2. Party A shall assist Party B in handling the construction procedures of the project, including project initiation, planning permit, construction permit and other matters, provided that Party B's data are complete and meet the relevant requirements.
3. Party A promises to help Party B coordinate and communicate with various functional departments of local government on specific work matters and problems, and promote relevant departments to provide high-quality and efficient services in the process of project promotion.
（2） Responsibilities of Party B
1. Party B promises to develop the construction project in accordance with the construction contents agreed in this agreement.
2. Party B promises that the construction project must comply with the overall planning and construction requirements of Jiangning Development Zone. Party B shall continue to invest funds in construction in strict accordance with the project planning to ensure the construction progress of the project, and start the construction within 3 months after the land is delisted. When Party B promises to postpone the commencement, it shall submit a written extension explanation to Party A 30 days before the original commencement date and obtain the approval of Party A. However, the delayed commencement shall not exceed 3 months.
3. Party B promises to complete the whole project within 2 years from the date of commencement of the project and pass the acceptance.
4. Party B promises that the project will be put into operation within 3 months after the completion acceptance. The project operation content shall be carried out in accordance with the agreement, and the project content shall not be substantially changed without the consent of Party A.
5. Party B promises not to change the nature of the land and the approved master plan, and not to transfer all or part of the land to a third party.
（3） Liability for breach of contract
Both Party A and Party B shall strictly perform the responsibilities and obligations agreed in this agreement. If one party fails to perform its responsibilities and obligations in a timely, effective and complete manner, resulting in the failure or full performance of this Agreement and its annexes, it shall bear the liability for breach of contract and compensation for the losses of the other party.
（4） Effectiveness of the agreement
This Agreement shall come into force after being sealed by both parties and signed by authorized representatives. When signing this agreement, Party A and Party B shall respectively perform their internal approval and authorization procedures to ensure the effectiveness of this agreement.
（5） Dispute resolution
Any dispute arising from the performance of this Agreement shall be settled by both parties through negotiation; If the negotiation fails, either party may bring a lawsuit to the people's court where the agreement is signed.
（6） Other
The relevant documents attached to this Agreement are the annexes to this Agreement and have the same legal effect as this agreement. For matters not covered in this agreement, both parties can negotiate and sign a supplementary agreement. The supplementary agreement also has legal benefits. In case of any conflict between the supplementary agreement and this agreement, the supplementary agreement shall prevail.
If Party B transfers its rights and obligations under this agreement, it must obtain the written consent of Party A.
5、 Impact of project investment on the company
In terms of short-term impact, it will take some time to realize the expected income after the completion of the project. In a period of time after the completion and operation, it may face the risk of affecting the profitability of the company's consolidated statements due to the increase of depreciation of fixed assets. On the one hand, the implementation of the project will further improve the company's intelligent, efficient and large-scale manufacturing level, lay the foundation for the company to reduce cost and increase efficiency, expand capacity and improve quality. On the other hand, it will help the company grasp the "double carbon" opportunity, seize the market space of new energy vehicles, and enhance the company's profitability and profit scale.
6、 Risk analysis and Countermeasures of project investment
1. Risks and Countermeasures of project implementation
The company has not obtained the project land required for the proposed investment project, and the relevant approval and filing procedures for project environmental impact assessment have not been promoted. There are still uncertainties in the actual investment amount, commencement time, planning process and implementation mode of the project, and there are certain construction progress and quality risks in the project construction process.
Countermeasures: the company will strengthen the team construction of the project team, improve its professional management level, strengthen project design, construction and supervision, enhance the control ability of the whole process of project implementation, select reputable construction enterprises, implement operations in strict accordance with relevant laws and regulations, and reduce project construction risks.
2. Market uncertainty risk and Countermeasures
Although the company has fully investigated and demonstrated the target customers, market prospect, competition pattern, market scale and other factors, and formulated a perfect market development plan, the market environment is affected by many factors and changes rapidly. If the market environment changes greatly, it will have a certain impact on the company's product sales, There is a risk that sales do not meet expectations or can not fully digest the new capacity.
Countermeasures: the company will further strengthen market research, produce suitable products according to market demand and provide perfect after-sales service; At the same time, continue to strengthen and improve the marketing work and improve the market recognition of products. The company will fully grasp the market opportunities, actively implement the relevant marketing strategies of the project, provide guarantee for the smooth sales of products after the completion of the project, and realize the digestion of the new project capacity. At the same time, the company will implement new projects by stages and orderly according to actual needs, gradually invest funds and reduce investment risks.
3. Management risks and Countermeasures
After the completion of the project, the company's asset scale and business scale will be further expanded. On the one hand, it will put forward higher requirements for the company's overall development planning and management level, on the other hand, it will also put forward higher requirements for the company's technical R & D ability, quality control ability, project execution ability and customer management ability. Therefore, the company will face management risks related to rapid growth. How to further improve the internal control system, improve management ability and cultivate professionals will become an important problem faced by the company. If relevant management problems cannot be properly solved, it will have an adverse impact on the sustainable growth of the company.
Countermeasures: the company will pay more attention to the introduction and training of management talents, form a core management team with excellent business and close cooperation, strengthen governance, improve internal management system and reasonably control operational risks.
4. Safety risks and Countermeasures
The continuous, safe and reliable operation of the equipment after the completion of the project is the fundamental guarantee for creating benefits. However, if equipment accidents occur due to natural disasters and improper operation and maintenance, it will affect the normal production of the company and bring certain economic losses.
Countermeasures: the company will take the following safety measures to improve safe operation ability and ensure safe production: establish and improve safe production management system, formulate annual safety objectives and decompose annual safety production assessment indicators; Carry out regular safety inspection and equipment maintenance, and eliminate potential accidents in time; Increase safety education and skill training for employees,
5. Financing risk
The construction investment of the project is large and may be beneficial to the public
