Securities code: Hunan Yujing Machinery Co.Ltd(002943) securities abbreviation: Hunan Yujing Machinery Co.Ltd(002943) Announcement No.: 2022044 Hunan Yujing Machinery Co.Ltd(002943)
Announcement on foreign investment and proposed signing of project investment agreement
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 tips:
1. The terms in the investment agreement for 25gw photovoltaic large-scale silicon wafer project in the Photoelectric Industrial Park of Yancheng Economic and Technological Development Zone, such as the annual production capacity of chips and the investment intensity of fixed assets, do not represent the company's prediction of future performance and do not constitute the company's substantive commitment to investors. Investors are reminded to pay attention to investment risks.
2. In order to ensure the implementation of this investment project, the company plans to jointly invest with Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd. and Jiangsu Yongxin new materials Co., Ltd. to establish Jiangsu Shuangjing New Energy Technology Co., Ltd. (the final name approved by the administrative department for Industry and Commerce) as the main body of the project.
1、 Overview of foreign investment
(I) Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as " Hunan Yujing Machinery Co.Ltd(002943) ", "company" or "Party B") held the 12th meeting of the 4th board of directors on April 6, 2022. The meeting deliberated and adopted the proposal on foreign investment and proposed to sign project investment agreement, and agreed that the company and the Management Office of Photoelectric Industrial Park of Yancheng Economic and Technological Development Zone Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd. and Jiangsu Yongxin new materials Co., Ltd. signed the investment agreement for 25gw photovoltaic large-size silicon wafer project in the Photoelectric Industrial Park of Yancheng Economic and Technological Development Zone, which plans to bid about 300 mu of land within the jurisdiction of the Photoelectric Industrial Park of Yancheng Economic and Technological Development zone Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd. and Jiangsu Yongxin new materials Co., Ltd. jointly funded the establishment of the holding subsidiary Jiangsu Shuangjing New Energy Technology Co., Ltd. (the final name approved by the registration authority) to be the main operator of the company's investment in the construction of 25gw photovoltaic large-size silicon wafer project, mainly engaged in the slicing, production and sales of photovoltaic large-size silicon wafer products. The total investment of the project is 2.5 billion yuan, and the total investment in fixed assets is 1.68 billion yuan
Among them: the investment in equipment is about 1.2 billion yuan, the supporting facilities is about 180 million yuan, and the construction of plant and other infrastructure is about 300 million yuan.
(II) according to the articles of association, the company's foreign investment management system and relevant laws and regulations, this foreign investment and the project investment agreement to be signed have been submitted to the board of directors of the company for deliberation, and still need to be submitted to the general meeting of shareholders for deliberation.
(III) this matter does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Counterparty information
(hereinafter referred to as "Party A's Photoelectric Industry Development Zone unified credit management office" 243p)
Address: No. 66 Lijiang Road, Yancheng Economic and Technological Development Zone
Nature of unit: local government organization
Legal representative: Zhou Xiang
(II) Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd. (hereinafter referred to as " Shuangliang Eco-Energy Systems Co.Ltd(600481) investment" or "Party C") social unified credit Code: 9132028133961172d
Address: No. 88, Xili Road, Ligang street, Jiangyin City
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Liu Zhengyu
Registered capital: 100 million yuan
Date of establishment: December 10, 2014
Business scope: investment in energy-saving projects; Foreign investment with self owned funds; Research and development of comprehensive energy recovery and energy-saving system and its parts, seawater desalination energy-saving equipment, air conditioning, heat pump and air cooling equipment; Energy management contract; Industrial waste heat utilization; Diagnosis, design, transformation and operation of energy-saving system engineering. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Shuangliang Eco-Energy Systems Co.Ltd(600481) holding 100%. The actual controller is Mr. Miao Shuangda. (III) Jiangsu Yongxin New Material Co., Ltd. (hereinafter referred to as "Yongxin new material" or "Party D") social unified credit Code: 91320900ma1tch3e02
Address: Chuangye Road, Sheyang Economic Development Zone
Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
Legal representative: Wang Jinhua
Registered capital: 51.8 million yuan
Date of establishment: November 28, 2017
Business scope: manufacturing, R & D, wholesale and retail of graphite and carbon products; Research and development, manufacturing, wholesale and retail of diamond drilling tools; Manufacturing, wholesale and retail of photovoltaic equipment and components; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Ownership structure: the shareholding ratio of natural person Wang Weiping is 68%; The shareholding ratio of natural person Cheng whale is 32%. The actual controller is Mr. Wang Weiping.
The above counterparties do not have any relationship with the company and its shareholders, directors, supervisors and senior managers who currently hold more than 5% shares; The above-mentioned counterparties are not dishonest Executees.
3、 Basic information of foreign investment projects
(I) project name: 25gw photovoltaic large-scale silicon wafer project.
(II) main contents of the project: the project is bidding for about 300 mu of land in the Photoelectric Industrial Park of Yancheng Economic and Technological Development Zone, investing in the construction of 25gw photovoltaic large-size silicon wafer project, which is mainly engaged in the slicing, production and sales of photovoltaic large-size silicon wafer products, with an annual production capacity of 25gw.
(III) project implementation subject: Jiangsu Shuangjing New Energy Technology Co., Ltd. (the final name shall be subject to the name approved by the administrative department for Industry and Commerce).
(IV) project implementation location: Photoelectric Industrial Park of Yancheng Economic and Technological Development Zone.
(V) total investment of the project: the total investment of the project is planned to be 2.5 billion yuan, and the total investment in fixed assets is 1.68 billion yuan, including about 1.2 billion yuan for equipment, 180 million yuan for auxiliary facilities, and 300 million yuan for plant and other infrastructure construction.
4、 Main contents of the project investment agreement
(I) partners
Party A: Yancheng Economic and Technological Development Zone Photoelectric Industrial Park Management Office
Party B: Hunan Yujing Machinery Co.Ltd(002943)
Party C: Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd
Party D: Jiangsu Yongxin New Material Co., Ltd
(II) project overview
After friendly negotiation among the four parties, it is agreed that Party B, Party C and Party D will jointly establish a joint venture in the location of Party A, with a registered capital of 360 million yuan, of which Party B accounts for 70%, Party C for 20% and Party D for 10% (hereinafter referred to as Yancheng project company).
Invest in the construction of 25gw photovoltaic large-scale silicon wafer project, which is mainly engaged in the slicing, production and sales of photovoltaic large-scale silicon wafer products, with an annual production capacity of 25gw. The project is registered and declared for tax at the location of Party A.
1. Project investment: the total investment of the project is 2.5 billion yuan, and the total investment in fixed assets is 1.68 billion yuan, including about 1.2 billion yuan for equipment, 180 million yuan for auxiliary facilities, and 300 million yuan for plant and other infrastructure construction.
2. Project site selection: Yancheng project company applies for bidding for about 300 mu of land within the jurisdiction of Party A according to national policies and regulations due to the needs of project construction. The four sites of the project are initially located in the plot north of Lijiang Road, south of Xiangjiang Road and west of hope Avenue (the site selection location shall be subject to the official approval document of the planning department, and the actual land area shall be subject to the area specified in the state-owned construction land use right transfer contract). The land for the project meets the quota standard of Jiangsu construction land index (2018 Edition) (Su natural resources Zi Fa [2019] No. 33).
3. Design requirements: the land of the project is planned once and can be constructed by stages. The land area of non production houses such as administrative office and living service facilities shall not exceed 15% of the total area. The total building area is about 132000 square meters, of which the plant construction area is about 120000 square meters, the internal administrative office and living service facilities construction area is about 12000 square meters, and the floor area ratio is not less than 1.2 (the relevant indicators are finally subject to the approval documents of the planning department). 4. Construction plan: from the date of land delivery agreed in the contract for the transfer of state-owned construction land use right, the project will complete the preliminary preparations for commencement (project approval, drawing design, construction bidding, etc.) within 2 months, start the construction within 3 months, complete the plant and pass the acceptance within 6.5 months, and complete the equipment installation, commissioning and trial production within 8 months. If the above progress is affected due to force majeure, the time limit can be postponed accordingly after both parties reach an agreement through consultation.
5. Registration period: Party B, Party C and Party D jointly handle the relevant registration procedures of Yancheng project company within 3 months from the date of signing this agreement. Party A shall actively provide necessary assistance in the process of Party B, Party C and Party D handling the registration procedures of Yancheng project company.
(III) land transfer
1. Party A promises that the land for the project will be transferred net and meet the supporting standards of the project construction. The land required for the construction of the project is about 300 mu. Party A will provide the land at one time according to the investment needs of Party B, Party C and Party D and the approval of relevant government departments.
2. Land transfer method and price: the lowest price standard for the transfer of industrial land in the place where Party A is located is 400000 yuan / mu, which shall be transferred by means of bidding, auction or listing, and the final transfer land price shall be subject to the actual transaction price.
3. Land use life: the nature of the project land is industrial land, and the land use life is 50 years. The term of land use shall be calculated from the date of land delivery agreed in the contract for the transfer of the right to use state owned construction land.
(IV) rights and obligations of Party A, Party B, Party C and Party D
1. Rights and obligations of Party A
(1) Party A is responsible for specifying a special person to provide the whole process service for the project, and assisting Yancheng project company in handling relevant procedures such as project initiation environmental assessment, safety assessment, energy assessment, stability assessment, registration, bank account opening, tax registration, exploration and mapping, planning and design, land bidding, construction, quality and safety supervision, construction permit, fire control, special equipment, etc.
(2) After Yancheng project company obtains the land for the project, Party A is responsible for coordinating the land, natural resources and planning departments where the project is located to provide comprehensive and convenient services for the project company.
(3) Party A is responsible for coordinating the connection of water, electricity, gas and other production factors outside the land red line of the project to ensure that the project meets the construction conditions when handing over the land.
(4) After Yancheng project company has paid the land transfer fee and relevant taxes, Party A is responsible for assisting the project company to obtain the real estate certificate within the specified time, assisting the project company to go through the completion acceptance procedures of the plant, and changing the real estate certificate within 2 months after passing the completion acceptance.
(5) Party A is responsible for coordinating the local human resources and social security departments to help the project company recruit all kinds of talents and skilled workers, free of personnel and labor agency fees.
(6) If the personnel dispatched by Party B, Party C and Party D to the Yancheng project company and the children of the introduced high-level talents need to enter the park in Yancheng Economic and Technological Development Zone, Party A shall be responsible for coordinating the admission index with the local education department where the project is located. (7) Party A shall, in accordance with the requirements of relevant documents, guide and assist Yancheng project company in applying for the identification of various engineering centers, technology centers and high-tech enterprises, and strive for various policy support and reward funds from superior departments.
(8) Party A provides Yancheng project company with high-quality services in customs, national inspection, government affairs and other business aspects, and assists Yancheng project company in successfully carrying out relevant business in the place where Party A is located.
2. Rights and obligations of Party B, Party C and Party D and Yancheng project company
(1) The projects invested by Party B, Party C and Party D must meet the requirements of the investment policy, industrial policy, environmental protection policy, land policy and other relevant laws and policies of Party A's location.
(2) Party B, Party C and Party D shall timely provide documents and materials according to the needs of handling relevant procedures, and pay the fees charged by relevant departments.
(3) Party B, Party C and Party D shall complete the registration procedures of Yancheng project company within 3 months from the date of signing this agreement.
(4) Party B, Party C and Party D promise that Yancheng project company will ensure that the design and construction of plant area (including greening), plant, storage room, office space and other main bodies of the project meet the requirements of urban planning and construction departments.
(5) Yancheng project company is responsible for supporting water, electricity, gas and other production factors within the red line of the project land.
(6) Party B, Party C and Party D promise that Yancheng project company will ensure that the project goes through relevant procedures in accordance with the "three Simultaneities" requirements of safety, environmental protection and fire protection, strictly implement the "up to standard discharge" system of environmental protection, and the discharge of pollutants shall not exceed the national standards.
(7) Party B, Party C and Party D promise that Yancheng project company shall select qualified and powerful construction enterprises for project construction, and handle relevant procedures for project application according to law, so as to ensure construction safety and quality standards in the construction process. Strictly implement laws and regulations on safety production, fire control, special equipment maintenance, wage payment of migrant workers and so on. During the construction period, civilized construction must be achieved, and the on-site supervision and services of construction, planning, urban management, quality supervision, market supervision and management, fire control and other departments must be accepted.
(8) If the project involves sharing the fence with adjacent enterprises, Party A can coordinate Yancheng project company to share the construction cost of the shared fence with adjacent units.
(9) Party B, Party C and Party D promise that Yancheng project company will actively cooperate with the construction of roads, bus stations, sanitation facilities, various public pipelines and corresponding buildings, structures and other public supporting facilities in the place where Party A is located.
(10) Party B, Party C and Party D promise that Yancheng project company will operate in the place where Party A is located for no less than 10 years from the date of registration and establishment, and achieve the objectives of fixed asset investment, registration and approval, construction period, annual tax and so on agreed in Article 2 of this agreement.
(11) Party B, Party C and Party D promise that Yancheng project company shall not engage in the production, transportation and operation of hazardous chemicals without permission during the operation at Party A's location.
(12) During the preferential policy period of Party A, if Party C's shares in Yancheng project company are not reduced and the shareholders of Yancheng project company are not added, the equity structure and capital contribution of Party B, Party C and Party D can be changed independently; Otherwise, it shall be subject to the written consent of Party A.
(V) liability for breach of contract
1. During the service of the project, Party A fails to assist Party B, Party C and Party D in handling relevant procedures and charging relevant fees of Party B, Party C and Party D in violation of the agreement, resulting in losses of Party B, Party C and party D
