Securities code: 002106 securities abbreviation: Shenzhen Laibao High-Tech Co.Ltd(002106) Announcement No.: 2022-001 Shenzhen Laibao High-Tech Co.Ltd(002106)
Announcement on signing relevant agreements on cooperation in urban renewal and reconstruction project of Nanshan factory
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.
1、 Overview of signing of cooperation related agreements
On December 31, 2021, Shenzhen Laibao High-Tech Co.Ltd(002106) (hereinafter referred to as “the company” or “party a”) signed the cooperation agreement on Laibao vacuum city renewal unit project, Xili street, Nanshan District, Shenzhen (hereinafter referred to as “the project”) with Zhengzhong Investment Group Co., Ltd. (hereinafter referred to as “Zhengzhong group” or “Party B”) “Cooperation agreement” or “this Agreement”); On the same day, the company signed the guarantee contract (hereinafter referred to as the guarantee contract) with Zhengzhong group and its related party Shenzhen Tongfang Co., Ltd. (hereinafter referred to as “Shenzhen Tongfang” or “Party C”) on the guarantee for the performance of this agreement.
The company has no related relationship with Zhengzhong group, Shenzhen Tongfang and its related parties. The cooperation in the urban renewal and reconstruction project of Nanshan factory does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
The company’s cooperation with Zhengzhong group to carry out the urban renewal and reconstruction project of Nanshan factory has been deliberated and approved at the 17th meeting of the seventh board of directors and the first extraordinary general meeting in 2021. The cooperation agreement and guarantee contract signed this time belong to the authorization scope of the board of directors on this cooperation, For details, please refer to the announcement on resolutions of the 17th meeting of the seventh board of directors (Announcement No.: 2021-032) disclosed by the company on November 17, 2021 Announcement on cooperation in urban renewal and reconstruction project of Nanshan factory (Announcement No.: 2021-034) and announcement on resolution of the first extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-036) disclosed by the company on December 3, 2021.
2、 Status of signing parties of cooperation related agreements
For the basic information of the signatory of this cooperation agreement, please refer to the announcement on cooperating in the urban renewal and reconstruction project of Nanshan factory (Announcement No.: 2021-034) disclosed by the company on November 17, 2021. The basic information of Shenzhen Tongfang Co., Ltd., one of the signatories of this guarantee contract, is as follows:
1. Company name: Shenzhen Tongfang Co., Ltd
2. Company nature: limited liability company
3. Legal representative: Deng Xueqin
4. Registered capital: RMB 120 million
5. Unified social credit Code: 914403007230352664
6. Date of establishment: July 28, 2000
7. Registered address and main office: first floor, building a, Tsinghua Tongfang information port, North District, high tech park, Nanshan District, Shenzhen
8. Main business and related information: Shenzhen Tongfang Co., Ltd. is mainly engaged in self owned property leasing, property management, cultural activity planning, conference services, setting up industries (specific projects will be reported separately), etc. The main business projects of Shenzhen Tongfang Co., Ltd. include phase I and phase II of Tongfang information port located in the North Zone of Shenzhen Nanshan High Tech Park, with a total construction area of about 150000 square meters and normal operation. As of November 30, 2021, Shenzhen Tongfang Co., Ltd. had total assets of RMB 3821962300.
9. Major shareholders:
Zhengzhong Industry Holding Group Co., Ltd. holds 99% and Zhengzhong Investment Group Co., Ltd. holds 1%
10. Actual controller: Deng Xueqin
11. Description of the relationship between the partner and the company: there is no relationship between the company and Shenzhen Tongfang Co., Ltd. 12. Credit status of the partner
Upon inquiry, “China executive information disclosure network”（ http://zxgk.court.gov.cn./shixin/ ）, Shenzhen Tongfang Co., Ltd. is not a dishonest party.
3、 Main contents of cooperation agreement
The main contents of the cooperation agreement reached between the company and Zhengzhong group on the project are as follows:
(i) Agreement signatory
Party A: Shenzhen Laibao High-Tech Co.Ltd(002106)
Party B: Zhengzhong Investment Group Co., Ltd
（2） Form of demolition and resettlement
1. The implementation subject of the project is the project company designated by Party B (hereinafter referred to as “the project company”). The project company is responsible for the urban renewal project in the form of demolition and reconstruction under this agreement.
2. The project company shall complete the declaration of the project (the project initiation and special planning shall be in the name of Party A, the implementation subject shall be declared and confirmed as the project company, and the laws and regulations shall prevail if there are different agreements in laws and regulations), planning, construction, sales, operation and other matters, including but not limited to: (1) signing the relocation compensation and resettlement agreement with Party A; (2) Obtain the qualification of the implementation subject of the transformation of the project; (3) Make up the land price and obtain the land use right of the project; (4) Provide funds for the cooperative development of the project plot (including but not limited to all expenses related to the implementation of the project, such as compensation and resettlement expenses, project approval expenses, supplementary land price, planning and design expenses, construction expenses, procurement expenses of facilities and equipment, completion acceptance expenses, project deposit, etc.); (5) Obtain the administrative approval or administrative license of the relevant government departments for the project, and the project company shall complete the construction of the project and finally obtain the receipt of the completion acceptance filing of the completed property; (6) Deliver the relocated property, the property agreed in the contract, demolition compensation, etc. to Party A; (7) The project company shall complete other matters related to the project.
3. The specific relocation and development scope and area of the project shall be subject to the final planning approval results of relevant government departments.
（3） Compensation methods and standards for demolition
1. Party B and the project company shall use the total cash of RMB 150 million as the demolition compensation to compensate Party A; 2. Both parties confirm that the total building area of the buildings with registered property rights of the project is 18551.05 m2. Both parties agree to replace the property rights of the buildings with registered property rights in the project, that is, the “relocated property”. According to the existing real estate certificate demolished in the project, the registered building area is 1:1 plus the building area is 1724.14 square meters, that is, the industrial house with a total building area of 20275.19 square meters will be compensated. If the compensation index determined by the government is higher or lower than this standard, The indicators agreed in this Agreement shall prevail. After the development of the project is completed, Party B and the project company shall replace and compensate the buildings with corresponding area to Party A according to the terms (the property right belongs to Party A); If the registered area in the real estate property right certificate is inconsistent with the agreement, both parties shall make compensation in the way of “refund for more and make up for less”, that is, if the registered area of the real estate property right certificate is more than 20275.19 m2, Party A shall give Party B cash compensation of RMB 29000.00 per square meter; If the registered area of the real estate ownership certificate is less than 20275.19 m2, Party B shall give party a cash compensation of RMB 29000.00 per square meter.
3. After the completion of the development of the project, Party B and the project company shall provide 50 parking spaces to party a free of charge (the property right belongs to Party A. if the property right cannot be registered separately, Party B and the project company promise that the above 50 parking spaces will be permanently provided to Party A free of charge);
4. The demolition compensation conditions mentioned in the above article include but are not limited to: (1) monetary compensation for all land and properties within the scope of the project; (2) All relocation compensation expenses and rent clearance compensation expenses (including but not limited to lease termination compensation expenses, relocation expenses, decoration compensation, temporary resettlement expenses, shutdown loss expenses, etc.) for the relocated person (including the tenant). In addition to the compensation agreed in this agreement, Party B or the project company does not need to pay any other demolition compensation to Party A or any third party.
（4） Payment of demolition compensation
1. Within 15 days from the date of signing this agreement, Party B / project company shall pay 10% of the total demolition compensation to Party A, i.e. RMB 15 million;
2. Party B / project company shall pay 30% of the total demolition compensation to Party A, i.e. RMB 45 million, within 15 days from the date when Party B / project company obtains the confirmation of reconstruction implementation subject or 18 months from the date of signing this Agreement (whichever comes first);
3. Within 15 days after the expiration of each of the 30th, 42nd and 54th months from the date of signing this agreement, Party B / project company shall pay Party A demolition compensation of RMB 30 million. In total, Party B / project company shall pay Party A demolition compensation of RMB 90 million (in words: RMB 90 million only) for three times.
4. Both parties confirm that the relevant taxes involved in the monetary compensation fees agreed in the above terms shall be borne by both parties in accordance with the provisions of tax laws and regulations. Among them, the taxes and fees that the government stipulates should be borne by each party shall be borne by each party; Party B / the project company shall bear the taxes and fees of the payment object not agreed by the government.
（5） Industrial supervision responsibility sharing
Party A and Party B shall jointly bear the industrial supervision responsibility agreed by the relevant competent government departments of Nanshan District, Shenzhen in proportion, that is, both parties shall bear the industrial supervision responsibility according to the proportion of their respective industrial housing area in the overall industrial housing area of the project. The project company, as the signatory of the industrial supervision agreement, shall sign the industrial supervision agreement with relevant competent government departments. After the signing of the project company, when it comes to the performance of specific industrial supervision responsibilities, both parties still bear industrial supervision responsibilities according to the proportion of their respective industrial housing area in the overall industrial housing area of the project. If it is necessary for each party to sign a corresponding supplementary agreement, neither party shall refuse to sign such supplementary agreement. If the sharing of the above industrial supervision responsibilities needs to be performed by the project company, Party B shall urge the project company to undertake and sign the corresponding agreement.
Party A shall keep the registration place and tax payer at the location of the project industrial house.
（6） Guarantee
1. Party B and its related party – Shenzhen Tongfang Co., Ltd. shall bear irrevocable joint and several guarantee liabilities for the responsibilities or obligations that Party B or the project company shall bear under this agreement. While signing this agreement, Party B and Shenzhen Tongfang Co., Ltd. shall sign corresponding guarantee contract with Party A, including but not limited to the following provisions:
(1) Party B and Shenzhen Tongfang Co., Ltd. shall bear irrevocable joint and several guarantee liabilities for the responsibilities or obligations to be borne by Party B or the project company under this agreement. The amount of joint and several guarantee shall be subject to the amount to be borne by Party B or the project company as agreed in this agreement, and the guarantee period shall be until Party B or the project company completes the payment (including liquidated damages) obligations under this agreement, delivers the relocated building to Party A and handles the legal and valid property right certificate. Party A has the right to choose any one or more of the above parties to jointly bear such irrevocable joint and several guarantee liabilities.
(2) Within 10 working days after confirming the implementation subject of the project, Party B shall urge the project company (project implementation subject) under this agreement to join this agreement, undertake Party B’s rights and obligations under this agreement, and undertake the guarantee of irrevocable joint and several liability guarantee for Party B’s rights and obligations under this agreement. At that time, Party A, Party B A tripartite agreement on demolition compensation and resettlement shall be separately signed between the project companies.
(3) In order to ensure that Party B and the project company deliver the relocated buildings that meet the delivery standards on time and handle the legal property rights, and ensure that the relocated buildings meet the agreed floors and quality, Party B, the project company and Shenzhen Tongfang Co., Ltd. agree that within 30 days from the date of obtaining the state-owned land use right agreed in this Agreement (subject to the handling of the real estate property right certificate), Provide Party A with a list of assets not less than the remaining compensation and the same amount of the relocated building as a guarantee, and the guarantee period is until Party B and the project company fulfill the payment obligations (including liquidated damages) under this agreement, deliver the relocated building to Party A and handle the legal and valid property right certificate.
During the above guarantee period, if Party B or the project company breaches the contract, the above asset owner shall mortgage all the assets in the asset list to Party A within 15 days from the date of receiving the notice from Party A, and go through the mortgage registration procedures to ensure Party A’s priority right to compensation.
2. In the process of cooperative development, if the project company mortgages, pledges loans or other rights to the project equity, project land or project under construction, Party B and the project company shall notify Party A in writing at least 60 days in advance, And Party B and its project company shall use all the funds obtained due to the matters agreed in this Clause for the urban renewal project under this agreement.
（7） Liability for breach of contract
1. If Party B / project company fails to pay all expenses to Party A on the date agreed in this agreement, it shall pay liquidated damages to Party A at 0.05% of the unpaid amount payable in the current period for each overdue day. If Party B / the project company fails to pay the current expenses to party a more than 90 days later, Party A has the right to terminate this agreement, not return all the expenses paid by Party B, and require Party B to bear all losses caused by Party A.
2、 If the relocated house is uncompleted due to Party B / project company’s own reasons (including but not limited to failure to change the land use, etc.) (based on the fact that the commencement date of the project agreed in this agreement is delayed for more than 2 years or the delivery date of the project relocated building agreed in this agreement is delayed for more than 2 years) or Party B / project company fails to comply with “Article 8: guarantee” of this agreement If all the funds obtained due to the matters agreed in this clause are used for the urban renewal project under this agreement, Party A has the right to require Party B and the project company to pay the remaining compensation and the equivalent amount of the relocated building to Party A within 15 days from the date of receiving the notice.
3. If Party B / the project company fails to complete the confirmation of the implementation subject according to the time node agreed in this agreement due to Party B’s / the project company’s own reasons (including but not limited to clearly indicating or indicating by its own behavior that it does not perform or is lazy to perform the obligations of urban renewal unit project submission for approval, special planning application and implementation subject application), every day overdue, Party B shall pay Party A liquidated damages of RMB 50000; If it is overdue for more than 90 days, Party A has the right to terminate the cooperation relationship. The fees paid by Party B / project company to Party A will not be refunded by Party A. Party B / project company shall terminate this agreement 10 days from the date of Party A’s notice
