Securities code: Hunan Yujing Machinery Co.Ltd(002943) securities abbreviation: Hunan Yujing Machinery Co.Ltd(002943) Announcement No.: 2022043 Hunan Yujing Machinery Co.Ltd(002943)
Announcement on foreign investment and establishment of holding subsidiaries
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 foreign investment
1. Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as "the company" or "party a") 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 establishment of holding subsidiaries, and agreed that the company and Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd Jiangsu Yongxin new materials Co., Ltd. jointly funded the establishment of a holding subsidiary Jiangsu Shuangjing New Energy Technology Co., Ltd. (tentative name, subject to the final name approved by the registration authority, hereinafter referred to as the "joint venture") in Yancheng City, Jiangsu Province. The joint venture is intended to be the main operator of the company's slicing processing and sales project of Cecep Solar Energy Co.Ltd(000591) photovoltaic silicon wafers in Yancheng City, Jiangsu Province, The registered capital of the newly established joint venture is 360 million yuan. Of which: the company contributed 252 million yuan, accounting for 70.00% of the registered capital of the joint venture; Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd. invested 72 million yuan, accounting for 20.00% of the registered capital of the joint venture; Jiangsu Yongxin new materials Co., Ltd. invested 36 million yuan, accounting for 10.00% of the registered capital of the joint venture.
2. According to the articles of association, foreign investment management system and relevant laws and regulations, the establishment of holding subsidiaries through foreign investment has been submitted to the board of directors of the company for deliberation and does not need to be submitted to the general meeting of shareholders for deliberation. 3. This matter does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Counterparty information
1. Company name: 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 B")
Unified social 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.
2. Company name: Jiangsu Yongxin New Material Co., Ltd. (hereinafter referred to as "Yongxin new material" or "Party C")
Unified social 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 investment object
1. Company name: Jiangsu Shuangjing New Energy Technology Co., Ltd. (tentative name, subject to the name approved by the registration authority)
2. Enterprise type: limited liability company
3. Registered address: Yancheng City, Jiangsu Province
4. Business scope: Cecep Solar Energy Co.Ltd(000591) photovoltaic silicon wafer processing and sales; Engaged in the import and export of goods. (the specific business scope approved by the industrial and commercial registration authority shall prevail).
5. Registered capital: RMB 360 million
6. Contribution method and source of funds: self owned funds and external financing
7. Ownership structure:
Unit: 10000 yuan
Serial number shareholder name contribution amount contribution proportion contribution method
1 Hunan Yujing Machinery Co.Ltd(002943) 25200.00 70.00% currency
2. Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd. 720000 20.00% currency
3 Jiangsu Yongxin New Material Co., Ltd. 360000 10.00% currency
Total 3 Shanghai Pudong Development Bank Co.Ltd(600000) 100.00%
The above information shall be subject to the registration approved by the registration authority.
4、 Main contents of investment agreement
1. Cooperative parties
Party A: Hunan Yujing Machinery Co.Ltd(002943)
Party B: Jiangsu Shuangliang Eco-Energy Systems Co.Ltd(600481) Investment Co., Ltd
Party C: Jiangsu Yongxin New Material Co., Ltd
2. Basic information of the proposed joint venture
2.1 the parties jointly contribute to the establishment of a joint venture. The name of the joint venture is tentatively determined as Jiangsu Shuangjing New Energy Technology Co., Ltd. (tentatively determined, and the final name shall be subject to the name approved by the registration authority) (hereinafter referred to as "joint venture" or "company").
2.2 business scope of the company: Cecep Solar Energy Co.Ltd(000591) photovoltaic silicon wafer processing and sales; Engaged in the import and export of goods.
(the specific business scope approved by the industrial and commercial registration authority shall prevail).
2.3 registered address: Yancheng City, Jiangsu Province
2.4 the organizational form of the company is limited liability company.
The specific registration shall be subject to the final approval of the registration authority.
3. Method, amount and time of capital contribution
3.1 The shareholders, contribution amount, shareholding ratio and contribution method of the joint venture are as follows:
The registered capital of the joint venture is 360 million yuan. Of which:
Party A contributes 252 million yuan in currency, accounting for 70.00% of the equity of the joint venture;
Party B contributes 72 million yuan in currency, accounting for 20.00% of the equity of the joint venture;
Party C contributed 36 million yuan in currency, accounting for 10.00% of the equity ratio of the joint venture.
4. The board of shareholders, the board of directors and the company's management organization
4.1 all parties agree that the company will establish and improve the corporate governance structure and modern enterprise system in accordance with the company law and other relevant laws and administrative regulations.
4.2 the shareholders' meeting of the company is composed of all shareholders, and the shareholders' meeting is the highest authority of the company.
4.3 the company has a board of directors, which is composed of five people, three appointed by Party A, one appointed by Party B and one appointed by Party C. The chairman is elected by the board of directors. The first chairman is appointed by Party C for a term of three years. After the expiration of the term of office, it is re elected by the board of directors of the company.
4.4 the joint venture shall have one supervisor appointed by Party A.
4.5 the joint venture company implements the general manager responsibility system under the leadership of the board of directors. The joint venture company has one general manager appointed by Party A. the general manager is the legal representative of the joint venture company and is responsible for the daily operation and management activities of the joint venture company.
4.6 the approval authority of the chairman and general manager of the joint venture on expenses, procurement and sales shall be determined in accordance with the articles of association or the resolution of the shareholders' meeting.
4.7 the financial director shall be recruited by the joint venture company. According to the internal control requirements of the listed company, all financial matters and financial management of the joint venture company shall be included in the standardized management of Party A. the joint venture company shall abide by laws, regulations, local regulations, norms and industry normative documents, and comply with Party A's regulations on the management of holding subsidiaries.
4.8 during the term of operation of the joint venture company, any party shall transfer its equity of the company to any third party by means of transfer, etc. under the same conditions, other shareholders shall have the priority of transfer.
5. Dividends
5.1 after the establishment of the joint venture company, the voting rights of each shareholder of the joint venture company shall be exercised according to the proportion of capital contribution subscribed by each shareholder, and the profit distribution proportion of each shareholder shall enjoy the profit distribution right of the company according to the proportion of capital contribution actually paid by each shareholder. After meeting the needs of the company's operation and development funds, no less than 30% of the annual distributable profits of the joint venture company shall be used for cash distribution to shareholders. The specific cash distribution plan shall be decided by the shareholders' meeting.
6. Guarantee and commitment
6.1 each party guarantees the authenticity, completeness and accuracy of all materials provided in this capital contribution, and promises and guarantees to bear all legal liabilities for major omissions, false statements and intentional concealment in this capital contribution, including but not limited to the right of the other party to terminate the contract and claim compensation for all economic losses.
6.2 each party undertakes:
(1) In accordance with the requirements of laws and regulations, all parties shall assist the joint venture company to complete the systematic construction of governance structure, operation, strategy, finance and human management.
(2) Each party guarantees that the assets it contributes to the joint venture have legal and complete ownership, and the ownership of the assets is free from any equity defects, and is necessary for the production and operation of the joint venture.
7. Liability for breach of contract
7.1 each party shall pay its capital contribution in full and on time as agreed in this agreement. If one party breaches the contract, delays or fails to pay its capital contribution, it shall pay one ten thousandth of the liquidated damages to the observant party every day.
7.2 if either party violates the relevant provisions, guarantees and commitments of this agreement, it shall compensate the observant party for its economic losses or liquidated damages of RMB 1 million.
8. Others
8.1 without the prior consent of all parties, neither party nor its representatives shall release to the media or otherwise disclose the discussion, negotiation on this investment or the facts or contents of this agreement to any third party, except that Party A performs the obligation of information disclosure in accordance with laws, regulations and regulatory authorities.
8.2 any dispute arising from this Agreement shall be settled through friendly negotiation between the parties. If the negotiation fails, it shall be submitted to the people's court where the plaintiff is located for settlement.
5、 Purpose and impact of foreign investment on the company
Driven by the "carbon peak" and "carbon neutralization" policies, China's photovoltaic industry has ushered in new opportunities for rapid development. The installed capacity of photovoltaic continues to increase and the cost of photovoltaic power generation continues to decline. The increase of installed capacity of photovoltaic will drive the rapid development of upstream key processing equipment and key materials, which also brings opportunities for historical development to the company. Based on the needs of strategic planning and business development, the company plans to establish a holding subsidiary, and the newly established subsidiary will be the main operator of the Cecep Solar Energy Co.Ltd(000591) photovoltaic wafer slicing and sales project in Yancheng City, Jiangsu Province, which will help the company better grasp the market opportunities brought by the development of the photovoltaic industry and give full play to the high-speed cutting equipment, diamond wire cutting consumables The technical advantages and supporting synergy advantages in cutting technology are conducive to expanding and improving the overall layout of the company in the photovoltaic industry chain and further improving the company's business performance.
The company's overseas investment and establishment of holding subsidiaries will expand its products and business types, help bring new driving forces to the company's future performance growth, improve the company's income structure and profitability, enhance the company's comprehensive competitiveness, promote the sustainable and healthy development of the company, comply with the company's development strategy, and do not damage the interests of listed companies and shareholders. After the establishment of a holding subsidiary, its operation will be included in the scope of the company's consolidated financial statements.
6、 Risk tips for foreign investment
All items shall be subject to the approval of the administrative department for Industry and commerce, and may change in the end; The land, plant and other preparations for the project to be invested by the newly established company have not been carried out, the commencement and production time of the project are uncertain, and the project income may not be as expected. The company will timely perform the corresponding information disclosure obligations according to the progress of the newly established company and its proposed investment project.
2. Although the company and its subsidiaries have certain accumulation and talent reserves in high-speed cutting equipment, diamond wire cutting consumables, cutting technology and other technologies in the photovoltaic industry, and the newly established company is a prudent decision made by the company based on long-term strategic planning, the slicing processing and sales business of Cecep Solar Energy Co.Ltd(000591) photovoltaic silicon wafer engaged in by the newly established company is a new business of the company, which is operated and managed in a team There is uncertainty about whether the production technology experience can adapt to the future production management. At the same time, there is also uncertainty about the future market development. There is still some uncertainty about whether the future development can achieve the expected purpose and effect.
3. In the process of operation, the newly established company may face risks such as changes in photovoltaic industry policies and market environment, Cecep Solar Energy Co.Ltd(000591) battery silicon wafer, Cecep Solar Energy Co.Ltd(000591) photovoltaic product industry competition and so on. The company will actively introduce professionals, improve internal control processes, improve operation and management level, constantly adapt to business and market requirements and prevent the above risks. 4. In view of the possible pressure on the company's cash flow caused by this foreign investment, the company will coordinate the fund arrangement, reasonably determine the fund source, payment method and payment arrangement, and control the investment rhythm.
Please pay attention to investment risks.
7、 Documents for future reference
1. Resolutions of the 12th meeting of the 4th board of directors;
2. Investment agreement.
It is hereby announced.
Hunan Yujing Machinery Co.Ltd(002943)
