Securities code: Henan Qingshuiyuan Technology Co.Ltd(300437) securities abbreviation: Henan Qingshuiyuan Technology Co.Ltd(300437) Announcement No.: 2022020 Henan Qingshuiyuan Technology Co.Ltd(300437)
Announcement on the construction of cellulose ether project invested by wholly-owned 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.
Important risk tips:
1. During the implementation of the proposed investment project, many procedures such as filing, safety, environmental protection and energy conservation need to be handled, and many links involve government approval. In addition, some land may be newly acquired according to the actual construction situation of the project (but there is no need to demolish any public buildings and residential areas, and there is no Resettlement Problem). The newly acquired land involves the approval of the administrative department, and the project approval may not meet the expectations, resulting in the extension of the project construction cycle Risks of suspension and termination; 2. The construction fund demand of the proposed investment project is large, which may have a certain impact on the capital liquidity of the company, and the financial expenses and debt repayment risk may increase in the short term. If the fund-raising is not completed according to the project implementation progress, it may lead to the risk of extension, suspension and termination of the project construction cycle;
3. The proposed investment project is in the initial stage, which may lead to the risk that the market expansion of the company will not be as expected in the future due to factors such as insufficient market development ability or downstream customers' requirements for product certification.
Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as "the company" or " Henan Qingshuiyuan Technology Co.Ltd(300437) ") held the 12th meeting of the 5th board of directors on April 10, 2022. The proposal on the investment and construction of cellulose ether project by wholly-owned subsidiaries was considered and adopted by 9 votes in favor, 0 votes against and 0 abstentions at the 12th meeting of the 5th board of supervisors and 5 votes in favor, 0 votes against and 0 abstentions at the 12th meeting of the 5th board of supervisors. Details are as follows:
1、 Project overview
In order to further improve the layout of the company's upstream and downstream industrial chain and make full use of the company's existing products, production capacity and technical reserves, after scientific and careful market research and analysis, Jiyuan Qingyuan Water Treatment Co., Ltd. (hereinafter referred to as "Qingyuan Water Treatment") a wholly-owned subsidiary of the company plans to invest in the construction of a cellulose ether project with an annual output of 60000 tons, with an estimated investment of 480 million yuan (excluding the project land transfer fee), The construction period of the project is 2 years (the investment amount and construction period of the project are finally subject to the actual investment and construction).
Efficiency, with good synergy, enrich the company's product types, improve the upstream and downstream industrial layout of the industry, and enhance the company's overall market core competitiveness.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies, and does not need to be submitted to the general meeting of shareholders of the company for deliberation. During the implementation of the project, many procedures such as filing, safety, environmental protection and energy conservation need to be handled, and many links involve government approval. In addition, some land may be newly acquired according to the actual construction situation of the project (but there is no need to demolish any public buildings and residential areas, and there is no Resettlement Problem). The newly acquired land involves the approval of the administrative department.
2、 Overview of project implementation subject
1. Company name: Jiyuan Qingyuan Water Treatment Co., Ltd
2. Registered capital: 100 million yuan
3. Date of establishment: April 20, 2018
4. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
5. Address: 1500 meters south of the intersection of the east section of Huanghe Road and national highway 208 in Fucheng Town, Jiyuan City
6. Legal representative: Hao dewu
7. Business scope: production of hazardous chemicals; Operation of hazardous chemicals; Disinfectant production (excluding hazardous chemicals) (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Sales of chemical products (excluding licensed chemical products); Sales of disinfectants (excluding hazardous chemicals); Packaging services; Import and export of goods; Technology import and export; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of special equipment for environmental protection (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
8. Relationship with Henan Qingshuiyuan Technology Co.Ltd(300437) : Qingyuan Water treatment is a wholly-owned subsidiary of Henan Qingshuiyuan Technology Co.Ltd(300437)
9. Financial status of the last year
As of December 31, 2021, the total assets of Qingyuan Water treatment are 1320311100 yuan, the total liabilities are 770680800 yuan, and the net assets are 549630300 yuan; In 2021, the revenue was 9388146 million yuan, and the net profit attributable to the owner of the parent company was 314398 million yuan.
10. According to the company's inquiry, Qingyuan Water treatment is not a dishonest person.
3、 Basic information of investment projects
1. Project Name: cellulose ether project with an annual output of 60000 tons
2. Project construction subject: Jiyuan Qingyuan Water Treatment Co., Ltd
3. Project location: Fine Chemical Industry Park, Huling industrial cluster, Jiyuan City
4. Construction scale: cellulose ether project with an annual output of 60000 tons
5. Total investment and capital source of the project: the estimated construction investment of the project is 480 million yuan (excluding the project land transfer fee), and the final amount shall be subject to the actual investment of the project. The source of funds is the company's own funds or self raised funds. If the source of funds needs to be changed later, the corresponding approval procedures will be performed according to the regulations.
6. Project construction period: 2 years, subject to the actual construction.
4、 Necessity and feasibility of project implementation
(I) necessity of project construction
The cellulose ether project products to be invested and constructed by the company this time are mainly building material grade cellulose ether. As a high-performance additive, building material grade cellulose ether can improve the water retention and thickening of building materials and improve the workability of construction. It is widely used to improve and optimize the performance of building materials products, including masonry mortar, thermal insulation mortar, ceramic tile bonding mortar, self leveling mortar, PVC resin manufacturing, latex paint, water-resistant putty, etc, Make it meet the requirements of energy conservation and environmental protection, improve the construction efficiency of buildings and decoration, and indirectly apply it to the masonry and plastering construction and internal and external wall decoration of various types of construction projects, which is in line with the development direction of energy conservation and environmental protection of new building materials in the national industrial policy. At the same time, the company can further improve the production efficiency of 130000 tons of raw materials such as chlorine rich cotton and propylene oxide, which can also be used as the main raw materials for the production of chlorine rich cotton and sodium hydroxide. The company plans to invest 480 million yuan to build a cellulose ether project with an annual output of 60000 tons. After the project is put into operation, it has good market space and can achieve good social and economic benefits.
Therefore, the project construction is necessary.
(II) feasibility of project construction
The cellulose ether project to be invested and constructed by the company is located in the fine chemical industrial park of Huling industrial cluster area, Jiyuan City, close to the Huling plant area of Qingyuan Water treatment. After the construction is completed, it will become a new production workshop for clean water treatment. Some public works facilities in Qingyuan water treatment plant area can be used in the construction and production process. The water, heat, electricity and communication for the construction, production and living of the project can be guaranteed. The living and welfare facilities are complete and the social support conditions are good. The project may acquire some new land according to the actual situation of the project, but there is no need to demolish any public buildings and residential areas, and there is no resettlement problem. The project construction area has superior natural geographical location, mainly railways and highways, convenient transportation and communication. At the same time, electricity and water can be guaranteed, which provides good construction conditions for achieving the expected project implementation progress. Qingyuan Water treatment is located in the fine chemical industry park in Huling industrial cluster of Jiyuan City, with complete facilities and many upstream and downstream enterprises, which also provides industrial supporting support for the implementation of the project. The company has conducted Market Research on this project in the early stage. At present, the production process of building material grade cellulose ether in China is relatively mature. The R & D and technical personnel of the company have developed and demonstrated its production process and have corresponding technical reserves. In the follow-up, the company will train project management, technology, production and other personnel in combination with the progress of the project, so as to provide talent guarantee for the smooth implementation of the project. Therefore, the project construction is feasible.
5、 Impact of this investment project on the company
The company's implementation of the "60000 ton / year cellulose ether project" through Qingyuan Water treatment, a wholly-owned subsidiary, meets the needs of the company's strategic development, is conducive to the company's long-term, healthy and sustainable development, makes the company make full use of its local advantages, improves the company's strategic layout and capacity layout, and promotes the company to continuously optimize and enhance its market core competitiveness. The company will successively invest funds according to the project plan. In the short term, the investment and construction of the project will increase the company's capital expenditure and cash expenditure. However, in the long run, if the project can be successfully implemented, it will have a positive impact on the company's business layout and operating performance, which is in line with the interests of all shareholders of the company.
6、 Risks of project investment
The implementation cycle of this investment project is long. Due to the impact of macroeconomic, industrial policies, market environment changes and other factors, the specific implementation progress and implementation are uncertain. The impact of the project on the company's performance after completion depends on the project development and future market conditions. There is uncertainty. Investors are reminded to pay attention to the following risks:
1. Project approval risk
During the implementation of the proposed investment project, many procedures such as filing, safety, environmental protection and energy conservation need to be handled, and many links involve government approval. In addition, some land may be newly acquired according to the actual construction situation of the project (but there is no need to demolish any public buildings and residential areas, and there is no Resettlement Problem). The newly acquired land involves the approval of the administrative department, and the project approval may not meet the expectations, resulting in the extension of the project construction cycle Risk of suspension and termination.
2. Financial risk
The construction fund demand of the proposed investment project is large, which may have a certain impact on the capital liquidity of the company, and the financial expenses and debt repayment risk may increase in the short term. If the fund-raising is not completed according to the project implementation progress, it may lead to the risk of extension, suspension and termination of the project construction cycle.
3. Construction and operation risk
For the investment and construction of the proposed investment project, on the one hand, there is a risk that the project will be completed late or the trial production will not be smooth, on the other hand, there is a risk that the economic benefits of the project will not reach the expected goal due to the increase of investment or operating costs.
4. Environmental protection and safety production risks
With the implementation of strict environmental protection standards by the government, the environmental protection cost of the company will be gradually increased in the future, which may lead to a more in-depth impact on the environmental protection cost of the company in the future. Some raw materials and intermediate products required by the company's products are flammable, explosive, corrosive or toxic substances, which have special requirements for storage and transportation. The company is equipped with perfect safety facilities and has established perfect accident early warning and emergency treatment mechanism. The whole production process is always under control, and the possibility of safety accidents is very small. However, it can not be ruled out that accidental safety accidents caused by improper storage, transportation, operation or natural disasters affect the normal production and operation of the company. 5. Epidemic risk
At present, the covid-19 epidemic in China has been repeated from time to time, and the situation of epidemic prevention and control is still severe. If the epidemic continues to repeat, it will have an adverse impact on the business development of the company's new projects, and the degree of impact depends on the progress and duration of epidemic prevention and control.
6. Market risk
The proposed investment project is in the initial stage, which may lead to the risk that the market expansion of the company will not be as expected in the future due to factors such as insufficient market development ability or downstream customers' requirements for product certification.
In view of the above risks, the company will actively pay attention to macroeconomic fluctuations, timely track market policies, study and judge the market situation, predict and prevent possible adverse conditions in project construction. At the same time, the company will reduce project risks by strengthening technical cooperation and development with universities and scientific research institutes, strengthening the introduction of professional and technical talents, strengthening project management and accelerating the progress of project construction. The company will actively coordinate the fund, reasonably determine the financing mode and term structure, orderly and steadily raise funds in combination with the progress of project implementation, and successfully complete the project construction according to the project planning.
7、 Approval opinions
1. Opinions of the board of directors
After review, the board of Directors believes that the company's investment in the 60000 ton cellulose ether project is conducive to further improving the layout of upstream and downstream industrial chains, enriching the company's product types, improving the scientific and technological content of the company's products, looking for new profit growth points, improving the company's overall market core competitiveness, in line with the company's long-term strategic planning and long-term development, and the project construction is necessary and reasonable. The company agrees that the wholly-owned subsidiary Jiyuan Qingyuan Water Treatment Co., Ltd. will invest in the construction of a 60000 ton cellulose ether project with an estimated investment of 480 million yuan (excluding the project land transfer fee), and the project construction period is 2 years (the project investment amount and construction period are finally subject to the actual investment and construction situation). The source of funds is the company's own funds or self raised funds.
2. Opinions of the board of supervisors
After review, the board of supervisors believes that the company's investment in the 60000 ton cellulose ether project meets the provisions of relevant laws and regulations and the articles of association, the voting results are legal and compliant, meet the needs of the company's strategic development, and do not harm the interests of the company and minority shareholders.
3. Opinions of independent directors
After review, the independent directors believe that the decision-making and approval procedures of this investment comply with the provisions of relevant laws and regulations and the articles of association, there is no situation damaging the interests of the company and its shareholders, especially the majority of small and medium-sized shareholders, and are in line with the company's development strategy and long-term plan. The investment and construction of the project will help to improve the company's production capacity, expand the company's production scale, and improve the company's core competitiveness and sustainable profitability. We agree that Qingyuan Water treatment, a wholly-owned subsidiary, will invest in the construction of a 60000 ton / year cellulose ether project. The estimated investment amount of the project is 480 million yuan (excluding the project land transfer fee), and the project construction period is 2 years (the project investment amount and construction period are finally subject to the actual investment and construction situation).
8、 Documents for future reference
1. Resolutions of the 12th meeting of the 5th board of directors;
1. Resolutions of the 12th meeting of the 5th board of supervisors;
2. Independent director
