Securities code: Guangxi Yuegui Guangye Holdings Co.Ltd(000833) securities abbreviation: Guangxi Yuegui Guangye Holdings Co.Ltd(000833) Announcement No.: 2022 – 015 Guangxi Yuegui Guangye Holdings Co.Ltd(000833)
About the company’s proposed cooperation with Guigang municipal government and Yujiang company
Announcement on signing the agreement related to the overall relocation project of Guitang
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 risk tips:
1. The quadripartite agreement on overall relocation compensation of Guitang (hereinafter referred to as the “quadripartite agreement”) shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
2. The tripartite agreement on overall relocation compensation of Guitang (2022) (hereinafter referred to as the “tripartite agreement”) is a part of the quadripartite agreement. If the contents of the tripartite agreement are inconsistent with those of the quadripartite agreement, the quadripartite agreement shall prevail;
3. After the above two agreements come into force:
On December 30, 2020, the company and its wholly-owned subsidiary Guitang Group signed the Guitang overall relocation and financial industry support agreement (hereinafter referred to as the “original agreement”) with Guigang municipal government. For details, see the announcement on signing the relocation compensation agreement termination agreement and Guitang overall relocation and financial industry support agreement with Guigang municipal government disclosed in the securities times, securities daily and cninfo online on December 31, 2020 (Announcement No.: 2020053)) continues to be valid.
1、 Overview
Guangxi Yuegui Guangye Holdings Co.Ltd(000833) (hereinafter referred to as “the company” or ” Guangxi Yuegui Guangye Holdings Co.Ltd(000833) “) held the third meeting of the ninth board of directors and the 22nd Meeting of the eighth board of supervisors on March 22, 2022, deliberated and adopted the proposal on the company’s intention to sign relevant agreements with Guigang municipal government and Yujiang company on the overall relocation project of Guitang.
On December 8, 2014, the company and Guigang municipal government signed the relocation compensation agreement on land expropriation compensation of Guitang’s old plant area and construction of new plant area (see the announcement on signing the relocation compensation agreement between the company and Guigang municipal government (Announcement No.: 2014 – 075) disclosed on cninfo.com on December 9, 2014). Since then, both parties have carried out a number of work in accordance with the agreement. Subsequently, due to the influence of various factors, both parties have difficulties in performing the contract. Based on the principle of continuing to maintain friendly relations, through consultation between both parties, combined with the old land planning and the actual implementation of the project, the termination agreement of relocation compensation agreement and the agreement on overall relocation and financial industry support of Guitang were re signed on December 30, 2020 to re agree on the relocation compensation of the plant. Guigang Municipal People’s government paid the down payment of 200 million yuan according to the original agreement. In order to promote the effective performance of the original agreement, the two parties have recently negotiated again and intend to increase the payment subject, namely Guigang Yujiang City Operation Management Co., Ltd. (hereinafter referred to as “Yujiang company”).
Now, according to the provisions of relevant laws and regulations and the general principles of the original agreement, the company and its wholly-owned subsidiary Guangxi Guangye Guitang Sugar Group Co., Ltd. (hereinafter referred to as “Guitang group”) intend to sign the four party agreement on overall relocation compensation of Guitang and the three party agreement on overall relocation compensation of Guitang (2022) with Guigang municipal government and Yujiang company.
This matter does not involve related party transactions and does not constitute a major asset reorganization. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Signing body and main contents of the agreement
(I) core terms of the quadripartite agreement on overall relocation compensation of Guitang
1. Agreement subject:
Guigang Municipal People’s government, Yujiang company, Guangxi Yuegui Guangye Holdings Co.Ltd(000833) , Guitang group Guangxi Yuegui Guangye Holdings Co.Ltd(000833) and Guitang group are hereinafter collectively referred to as Guangdong Guangxi side.
Basic information of Yujiang company:
(1) Guigang Yujiang Urban Operation Management Co., Ltd
(2) Type: limited liability company (state-owned holding), Guangxi Guigang industrial investment and Development Group Co., Ltd. holds 100% of its equity, and Guigang SASAC holds 99.96% of the shares of Guangxi Guigang industrial investment and Development Group Co., Ltd.
(3) Unified social credit Code: 91450800ma7axtdn9d
(4) Date of establishment: October 14, 2021
(5) Registered capital: 500 million yuan
(6) Address: 1012, 10th floor, No. 883 Yingbin Avenue, Gangbei District, Guigang City, Guangxi Zhuang Autonomous Region
(7) Legal representative: Yang Minqiang
(8) Business scope: general items: municipal facilities management; Planning and design management; Wholesale of refined oil (excluding hazardous chemicals); Land use right lease; Housing demolition services; Engineering management services; estate management; Urban greening management; Landscape engineering construction; Parking service; hotel management; Pension services; Land improvement services; Park management services; Sales of building materials; Marketing planning; Consulting and planning services. (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license) licensed projects: Construction of construction projects; Real estate development and operation; Retail of refined oil (excluding hazardous chemicals).
2. Core content of the agreement
(1) The payment obligations to be performed but not performed by Guigang municipal government to Guangdong and Guangxi involved in the original agreement are changed to the payment obligations to be performed by Yujiang company to Guangdong and Guangxi.
(2) The tripartite agreement on overall relocation compensation of Guitang (2022), signed separately between Guangdong and Guangxi and Yujiang company on the payment of relocation compensation and financial industry support of RMB 118741 million and asset transfer, is part of this agreement. In case of any inconsistency between the tripartite agreement and the quadripartite agreement, the quadripartite agreement shall prevail.
(3) Under the condition that Guangdong and Guangxi perform the original agreement according to the contract, if Yujiang company determines the source of loan funds, Yujiang company will notify the Bank of the loan to pay directly to the account designated by Guangdong and Guangxi; If Yujiang company fails to pay 1 million yuan to Guangdong and Guangxi before May 31, 2022, Guigang municipal government shall perform the payment obligation to Guangdong and Guangxi according to the original agreement.
(4) Guangdong and Guangxi shall hand over the land at the time agreed in the schedule of land transfer time plan;
(5) Yujiang company shall pay the last payment (i.e. 187.41 million yuan) before June 30, 2022. After receiving the last payment, Guangdong and Guangxi shall apply to Guigang municipal government for the transfer of land and the retention of buildings, equipment and facilities. If Guigang municipal government and Yujiang company fail to pay the relocation compensation as agreed, Guangdong and Guangxi have the right not to continue to transfer the uncompleted land and retain buildings, equipment and facilities as agreed in the schedule of land transfer time;
(6) The dispute resolution provisions shall be implemented in accordance with the original agreement.
3. Effective conditions:
(1) The four Party Agreement shall be signed and sealed by the person in charge or legal representative of each party.
(2) The four party agreement has been deliberated and adopted by Guangxi Yuegui Guangye Holdings Co.Ltd(000833) board of directors and general meeting of shareholders.
(II) core Clause 1 of the tripartite agreement on overall relocation compensation of Guitang (2022) Agreement subject:
Yujiang company, Guangxi Yuegui Guangye Holdings Co.Ltd(000833) , Guitang group Guangxi Yuegui Guangye Holdings Co.Ltd(000833) and Guitang group are hereinafter collectively referred to as Guangdong Guangxi side.
2. Core content of the agreement
(1) The total amount involved in the agreement: 118741 million yuan.
(2) Payment time and method:
① Before June 30, 2022, 118741 billion yuan will be paid to Guangdong and Guangxi.
② If Yujiang company implements the source of loan funds, Guangdong and Guangxi shall notify Yujiang company in writing after confirming the above fund distribution plan, and the bank notified by Yujiang company shall pay directly to the account designated by Guangdong and Guangxi.
③ If Yujiang company pays the payment according to the agreement, Guangdong and Guangxi will hand over the land and aboveground objects according to the time agreed in the schedule of land handover time plan;
④ After the handover, the ownership of land and aboveground property rights and the commitment of Guangdong and Guangxi that there are no factors affecting the development and utilization of the land.
(3) Default clause
① If Guangdong and Guangxi fail to move out of the site and deliver the land, buildings, structures, appurtenances and other real estate, equipment and facilities on the ground according to the time schedule of land transfer attached to this agreement, Yujiang company has the right not to allocate or delay the allocation of the current compensation. If Yujiang company fails to allocate the compensation as agreed, Guangdong and Guangxi have the right not to continue to hand over the land, aboveground buildings, structures, accessories and other real estate, facilities and equipment that have not been handed over as agreed.
② The three parties must strictly perform the provisions of this agreement. If one party fails to perform the agreement, the other party has the right to require the breaching party to take remedial measures or investigate the liability of the breaching party for breach of contract.
(4) The dispute resolution clauses shall follow the relevant expressions of the original agreement;
3. Effective provisions
The tripartite agreement shall come into force upon signature and seal of the legal representatives or entrusted agents of all parties. The board of directors of the company authorizes the chairman of the board of directors to handle the follow-up communication, negotiation, signing and related matters, documents and procedures of the above agreement. The terms of the agreement shall be subject to the version of the agreement finally signed and sealed by all parties.
3、 Other arrangements involved
The relocation does not involve the change of main business, personnel resettlement, etc.
4、 Impact on the company
(I) from October 1, 2021, the pulp and paper production in the old plant area of Guitang group will be shut down. After the relocation, the production equipment, houses and buildings and other fixed assets in the old plant area will no longer be used. The net value of fixed assets will be transferred to the relocation expenditure first. The labor costs and other expenses of some holiday personnel affected by the relocation will be regarded as the relocation expenditure, and the labor costs of construction personnel involved in the relocation will be included in the construction in progress, Continue to be responsible for selling inventory products and other personnel’s labor costs as operating expenses, which has a certain impact on the current profit and loss. (for details, please refer to the announcement on the shutdown and relocation of the old factory area of Guitang group, a wholly-owned subsidiary (Announcement No.: 2021046), which was published on the cninfo website of securities times and Securities Daily on October 8, 2021), but it will not have a significant impact on the production and operation of the company.
(II) due to the complicated process of relocation, various expenses and losses can not be accurately predicted at present. The company will treat the relocation and handover carefully, formulate a detailed relocation and handover plan, and the relocation will be carried out step by step according to the plan. The impact on the performance of 2022 shall be confirmed according to the progress of the transaction, and the actual impact data shall be subject to the audit results of accountants.
(III) the signing of the above two agreements adheres to the principle of “payment before land” and stipulates that the core plot will be delivered after the company receives all compensation, which not only does not expand, but also reduces the risk of the original agreement and is more conducive to protecting the rights and interests of the company and all shareholders.
5、 Opinions of the board of supervisors
The board of supervisors believes that the company plans to sign relevant agreements with Guigang municipal government and Yujiang company on the overall relocation project of Guitang, which is in line with the company’s long-term development strategy and the interests of the company and all shareholders, and there is no situation damaging the interests of the company and minority shareholders.
6、 Documents for future reference
1. Resolutions of the third meeting of the ninth board of directors;
2. Resolutions of the 22nd Meeting of the 8th board of supervisors;
3. The company plans to sign the four party agreement on overall relocation compensation of Guitang and the three party agreement on overall relocation compensation of Guitang (2022) with Guigang municipal government and Yujiang company.
It is hereby announced.
Guangxi Yuegui Guangye Holdings Co.Ltd(000833) board of directors March 22, 2022
