Securities code: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) securities abbreviation: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) Announcement No.: pro 2022016 Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389)
Announcement on foreign investment and establishment of holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Name of investment object: Nantong JiangNeng public utility service Co., Ltd. (tentative name, and the final name shall be subject to the name approved by the administrative examination and approval Bureau)
Investment amount: the registered capital of the joint venture is 100 million yuan, of which the company subscribed 65 million yuan in cash and held 65% of the equity of the joint venture. Nantong Economic and Technological Development Zone Holding Group Co., Ltd. subscribed 35 million yuan in cash and held 35% of the equity of the joint venture.
Special risk warning: the establishment registration, operation approval and relevant qualification of the joint venture company still need the approval and filing of relevant government departments, and there is uncertainty about whether it can obtain relevant approval or filing; After the establishment of the joint venture, it may face risk factors in project investment decision-making, project implementation, project approval or progress not up to expectations, production and operation management, internal control, industrial policies, market environment and so on. The investment income needs to be determined according to the implementation and operation of the project. Please pay attention to investment risks.
1、 Overview of foreign investment
(I) basic information of foreign investment
Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) (hereinafter referred to as the "company") plans to cooperate with Nantong Economic and Technological Development Zone Holding Group Co., Ltd. (hereinafter referred to as the "development control group") to jointly establish "Nantong JiangNeng public utility service Co., Ltd. (tentative name, final name shall be subject to the name approved by the administrative examination and approval Bureau, hereinafter referred to as" JiangNeng public "or" joint venture ") as the main body for the implementation of heating capacity projects and future operations. Million yuan, accounting for 65% of the registered capital of the joint venture; Kaikong group plans to contribute 35 million yuan in cash, accounting for 35% of the registered capital of the joint venture.
(II) review
The company held the 16th meeting of the 8th board of directors on April 8, 2022, and deliberated and adopted the proposal on foreign investment and establishment of holding subsidiaries. According to the relevant provisions of the articles of association, the proposal does not need to be submitted to the general meeting of shareholders for deliberation.
This foreign investment does not constitute related party transactions, nor does it involve major asset restructuring.
2、 Basic information of the subject of the investment agreement
1. Basic information
Company name: Nantong Economic and Technological Development Zone Holding Group Co., Ltd
Type: limited liability company (solely state-owned)
Address: No. 9, Hongxing Road, Nantong Development Zone
Legal representative: Wang Zhibing
Registered capital: 857546 million yuan
Date of establishment: December 26, 1992
Business scope: primary land development, house expropriation, urban infrastructure construction, project investment and construction, real estate development and operation, industrial investment, equity and fund investment, capital operation, property right management, house leasing, asset operation and management, sewage treatment and reclaimed water reuse, hotel operation, domestic and foreign trade, property management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Controlling shareholder: Nantong Economic and Technological Development Zone Management Committee holds 100% equity of development control group
2. The open control group and the company are independent of each other in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3. Main financial data of the latest year: as of December 31, 2021, the total assets of Kaikong group were 68.4 billion yuan and the net assets were 23.3 billion yuan; In 2021, the operating revenue was 7.622 billion yuan and the total profit was 445 million yuan (the above data were not audited).
3、 Basic information of the proposed subsidiary
1. Company name: Nantong JiangNeng public utility service Co., Ltd. (tentative name, final name is administrative)
2. Registered address: No. 1006, Jiangshan Road, Nantong Economic and Technological Development Zone
3. Registered capital: RMB 100 million
4. Legal representative: Shi Jin
5. Business scope: provide basic public resource supporting services for enterprises in the park, including steam, electricity, compressed air, industrial water, demineralized water, chilled water, pipe rack leasing, etc. (for projects subject to approval according to law, business activities can be carried out only after the approval of relevant departments) (subject to the approval of the administrative examination and approval Bureau)
6. Equity structure: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) holds 65% and Kaikong group holds 35%
7. Company type: limited liability company
If the subsidiary subsequently involves specific investment projects, it will perform the examination and approval procedures and information disclosure obligations in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the articles of association.
4、 Main contents of foreign investment agreement
Party A: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389)
Party B: Nantong Economic and Technological Development Zone Holding Group Co., Ltd
(I) establishment of the joint venture
1. Name of the joint venture: Nantong JiangNeng public utility service Co., Ltd. (tentative name, and the final name shall be subject to the name approved by the administrative examination and approval Bureau)
2. Registered address: No. 1006, Jiangshan Road, Nantong Economic and Technological Development Zone
4. The registered capital of the company is 100 million yuan. Party A contributed 65 million yuan in cash, accounting for 65% of the registered capital, and Party B contributed 35 million yuan in cash, accounting for 35% of the registered capital.
5. Within 10 working days after the effectiveness of this agreement, both parties shall make a total contribution of 1 million yuan according to the share ratio. In the later stage, depending on the capital needs of the joint venture, both parties shall make contributions in place within 10 working days after receiving the notice of capital payment from the joint venture.
6. Company nature: limited liability company
(II) governance structure and operation management of the joint venture
1. The joint venture shall set up a board of directors consisting of 5 directors, of which 3 are recommended by Party A and 2 by Party B, which shall be elected by the shareholders' meeting; There is a chairman and a vice chairman. The chairman is recommended by Party A and the vice chairman is recommended by Party B. the chairman and vice chairman are elected by more than two-thirds of the directors. 2. The joint venture company sets up a board of supervisors, which is composed of three supervisors, and Party A and Party B recommend one supervisor respectively; One employee supervisor, elected by the employee congress; The chairman of the board of supervisors shall be recommended by Party A and elected by more than half of all supervisors.
3. The joint venture shall establish an operation and management organization to be responsible for its daily operation and management. Unless otherwise agreed in this agreement or the articles of association, the operation and management organization and its functions and powers shall be determined by the board of directors.
4. The joint venture company has one general manager and several deputy general managers; There is one chief financial officer.
Among them, the general manager recommended by Party A and the chief financial officer recommended by Party B shall be appointed by the board of directors, and other senior managers shall be recommended by the general manager and appointed by the board of directors. Part time personnel appointed by both parties to the joint venture shall not receive remuneration in the joint venture.
(III) performance period
The term of operation of the joint venture is 30 years. The date of issuance of the business license shall be the date of establishment of the joint venture. After the expiration of the term, if it is necessary to extend the term, the articles of association shall be amended with the consent of the shareholders' meeting.
(IV) liability for breach of contract
If either Party A or Party B fails to pay the full amount of capital contribution payable on time according to the provisions of the agreement, it shall be deemed as breach of contract. For each overdue day, the breaching party shall pay 5% of the capital contribution payable to the other party as liquidated damages. If it is not submitted within three months, the other party has the right to terminate the agreement.
(V) dispute settlement
Disputes arising from the performance of this Agreement shall be settled by both parties through negotiation or mediated by relevant departments; If the negotiation or mediation fails, it may bring a lawsuit to the people's Court of the territory of the joint venture company.
(VI) special agreement
1. Both parties agree that the joint venture shall uniformly sell the products and services within the business scope of the business license. If either Party A or Party B is engaged in the same industry, it shall sell all the above products (except for self-use) to the joint venture. The price of the products sold by the shareholders to the joint venture shall be jointly recognized by both parties on the basis of employing a professional intermediary to evaluate.
2. In order to accelerate the construction of the public heating center in the Development Zone, both parties agree to sign this agreement first and handle the industrial and commercial registration procedures according to this agreement. The general version of the articles of association is temporarily used, and the formal articles of association will be formulated separately after the formal joint venture agreement is signed by both parties.
3. Since both parties have not yet completed the feasibility study report on the cooperative investment in the public heating center project, which is an indispensable basis for Party B's investment decision, both parties must actively promote the feasibility study and discuss the major events involved in the cooperation within 6 months from the date of signing this agreement, If the conclusion of the feasibility study report does not meet the investment decision requirements of Party B or both parties fail to reach an agreement on major matters involved in the cooperation, Party B has the right to withdraw from the investment of the project and terminate this agreement.
4. When Party B withdraws from the investment of the project and terminates this agreement due to the above matters, both parties agree that Party B will transfer all the equity of the joint venture held by Party B to Party A, and Party A is obliged to transfer the equity transferred by Party B. the equity transaction price is: all the capital contribution actually paid by Party B to the joint venture. This Agreement shall be terminated after Party A and Party B complete the equity change registration.
(VII) effective conditions of the agreement
This Agreement shall come into force after being signed and sealed by the legal representatives of both parties.
In accordance with the principles stipulated in this contract, the annexes and supplementary agreements signed have the same legal effect as this contract and are an integral part of this contract.
5、 Impact of foreign investment on the company
This foreign investment to establish a holding subsidiary will provide public engineering supporting services for the park where the company is located, carry out the production and sales of steam, compressed air, industrial water and other products, cultivate new profit growth points of the company, and then enhance the core competitiveness of the company. This investment will further enhance the company's market competitiveness and risk resistance, comprehensively enhance the company's comprehensive competitive advantage, promote the company's sustainable development, and comply with the company's long-term development and overall strategy.
The capital source of the establishment of the subsidiary is the company's own funds, which will not have an adverse impact on the company's finance and operation, and there is no damage to the interests of the company and shareholders.
6、 Risk analysis of foreign investment
The establishment registration, operation approval and relevant qualification of the joint venture company still need the approval and filing of relevant government departments, and there is uncertainty about whether it can obtain relevant approval or filing; After the establishment of the joint venture, it may face risk factors in project investment decision-making, project implementation, project approval or progress not up to expectations, production and operation management, internal control, industrial policies, market environment and so on. The investment income needs to be determined according to the implementation and operation of the project.
Please invest rationally and pay attention to investment risks. The company will give full play to the long-term accumulated operation and management experience, establish and improve the management system of new subsidiaries, strengthen risk management, carefully select investment projects, constantly strengthen production and operation management, improve operation efficiency, and actively prevent and respond to the above risks.
It is hereby announced.
Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) board of directors April 11, 2022
