Securities code: 300973 securities abbreviation: Ligao Foods Co.Ltd(300973) Announcement No.: 2022-002
Ligao Foods Co.Ltd(300973) about investment and construction of Ligao Foods Co.Ltd(300973) headquarters base project
And sign the announcement of project input-output supervision 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.
1、 Overview of foreign investment
In order to meet the company’s strategic development needs, Ligao Foods Co.Ltd(300973) (hereinafter referred to as “party a” and “the company”) plans to sign the Ligao Foods Co.Ltd(300973) headquarters base project input-output supervision agreement with the people’s Government of Zengcheng District, Guangzhou (hereinafter referred to as “Party B”), and plans to invest in the construction of Ligao Foods Co.Ltd(300973) headquarters base project in Zengcheng District, Guangzhou (the final name of the project shall be subject to the EIA Reply of the project), The proposed total investment of the project is 2.051 billion yuan.
According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and Ligao Foods Co.Ltd(300973) articles of association, this investment and construction does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
At the 17th meeting of the second board of directors held on January 10, 2022, the company deliberated and adopted the proposal on investing in the construction of Ligao Foods Co.Ltd(300973) headquarters base project and signing the project input-output supervision agreement. The investment matter needs to be submitted to the general meeting of shareholders for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the chairman and management of the company to sign relevant agreements (hereinafter referred to as “project agreements”) to carry out project construction as planned.
2、 Proposed investment projects
(I) basic information of the project
1. Investor: Ligao Foods Co.Ltd(300973)
2. Registered address: Pingling Industrial Zone, Shitan Town Industrial Park, Zengcheng, Guangzhou
3. Enterprise type: joint stock listed company
4. Legal representative: Peng Yuhui
5. Registered capital: RMB 169.3 million
6. Industry type: food manufacturing.
7. Project orientation: the project plans to gradually integrate the production resources in Ligao Foods Co.Ltd(300973) currently scattered South China, realize the large-scale and intelligent industrial chain of products and baking raw materials, improve production efficiency, build Ligao Foods Co.Ltd(300973) South China “big baking” food characteristic industrial park, and drive the new economy of baking industry in the region.
8. Project land: the project applies for about 270 mu of industrial land, with a land use period of 50 years. It is proposed to select Shitan Town, Zengcheng district (the nature, area, service life and location of the land shall be subject to the approval of the planning and natural resources departments).
9. Project planning and construction: the total construction area of the project is about 383700 square meters. It is planned to build modern production plant, comprehensive cold storage, R & D center, logistics center and relevant production and administrative supporting facilities (the total construction area, plot ratio, building coefficient and green space rate of the project shall be subject to the approval of the planning and natural resources departments).
10. Construction period: the project shall complete all approval procedures such as project initiation, environmental assessment, planning and construction permit within 12 months from the date of land handover and start construction; Fully completed within 48 months from the commencement date; Put into operation within 6 months from the date of full completion and reach production within 24 months.
11. Total investment: the proposed total investment of the project is 2.051 billion yuan.
12. Economic benefits: reach the production capacity within 24 months after full production, and the average annual output value after the year of reaching the production capacity (including the year of reaching the production capacity) shall not be less than 3.115 billion yuan.
(II) project investment and fund raising
The funds required for the construction investment of the project will be comprehensively solved by means of self raised funds and bank loans. In addition, the company may choose the opportunity to raise funds for project construction or operation through refinancing in combination with the progress of the project and the situation of the capital market.
3、 Main terms of the proposed project agreement
(I) agreement subject
1. Parties: Party A is the people’s Government of Zengcheng District, Guangzhou, and Party B is Ligao Foods Co.Ltd(300973) 2. Nature of the other party: local government organization
3. Affiliated relationship: the company has no affiliated relationship with the people’s Government of Zengcheng District, Guangzhou
(II) rights and obligations of both parties
Party A’s obligations under the agreement are as follows:
1. On the premise of law and regulation, Party A supports Party B to obtain the land use right of the project plot through public land transfer according to law.
2. On the premise of law and regulation, Party A shall cooperate with Party B in handling the administrative approval procedures involved in the project, such as project initiation and filing, industrial and commercial registration, planning and construction application, construction permit, environmental impact assessment and so on.
3. Party A shall level the land parcel of the project and build the infrastructure around the land parcel, provide the road construction investment interface according to the plan, and implement it in accordance with the Circular of Guangzhou housing and Urban Rural Development Commission and Guangzhou Power Supply Bureau Co., Ltd. on the adjustment of the investment interface of power supply facilities (SJG [2015] No. 982). When the total installed power capacity of the project reaches 40MVA and above, the site of public substation must be reserved. The power supply scheme of the project shall be implemented in accordance with the reply to power consumption consulting service or power supply scheme signed between the district power supply department and the project party.
4. Party A supports Party B in applying for relevant industrial reward or support policies of the state, Guangdong Province, Guangzhou City and Zengcheng district.
Party B’s obligations under the agreement are as follows:
1. Party B promises to invest, construct and operate in accordance with the provisions of Chapter I “project content” of this agreement.
2. Party B promises to pay the tax generated by the project in Zengcheng according to law and report the statistical data after obtaining the project land. At the same time, it promises not to move the main body and headquarters of the listed company out of Zengcheng or change the tax and statistical obligations within 20 years.
3. Party B promises that the import and export business of the project and all projects settled in the project location, including but not limited to the import and export of goods such as equipment, raw materials and products, as well as technology and service trade, must be operated, declared and collected in the name of Zengcheng company, and included in the statistics of Zengcheng district.
4. Party B shall cooperate with the power supply department to make a power supply scheme for the project. If the total installed power capacity of the project reaches 40MVA or above, the construction land of public substation must be reserved.
5. If Party B competes for the land and after the completion of the project, the buildings in the land can be divided, transferred and re transferred according to the relevant policies of Guangdong Province and Guangzhou City, Party B shall obtain the written consent of the relevant departments of Party A on the qualification of the transferee. The transferee must move to the project location or register and establish an independent legal person enterprise in the project location, and continue to operate for at least 10 years according to law. The tax generated shall be paid in the project location and the statistical data shall be reported in the project location according to law.
6. Party B promises that the project and all projects settled in the project must comply with the laws, regulations, administrative normative documents and policy requirements of the state, Guangdong Province, Guangzhou City and Zengcheng district on ecological environment, safety, industrial development and other aspects. 7. Party B undertakes that the recruitment of workers should be preceded by the employment of Zengcheng’s registered residence workers in the same conditions. The proportion of Zengcheng registered residence workers in non skilled personnel (including ordinary workers, cleaning personnel, security guards, drivers, etc.) should be no less than 5%.
(III) main liabilities for breach of contract
1. If Party A fails to go through the relevant formalities on time due to the untrue and incomplete materials provided by Party B for approval, resulting in the failure to start and complete the project on time, Party B shall bear the relevant liabilities for breach of contract.
2. After Party B wins the land, the transfer, lease and mortgage of the use right of state-owned construction land shall be carried out in accordance with the relevant provisions of the contract for the transfer of the use right of state-owned construction land and the measures of Guangzhou Municipality for improving the utilization efficiency of industrial land.
3. If the use period of the state-owned land is not agreed in the construction contract, the use right of the project shall be executed according to the agreed construction land use agreement.
4. If the project exceeds the agreed period of 12 months and fails to reach the agreed investment intensity, the relevant regulatory department of Party A shall issue a notice of rectification within a time limit to Party B’s project and instruct Party B to take feasible measures to meet the standard. If Party A fails to meet the standard within 12 months from the date of issuing the notice of rectification within a time limit, it shall be deemed as Party B’s breach of contract, and Party B shall not declare the preferential policies related to fixed asset investment in Zengcheng district from the date of breach of contract.
5. If the project is not completed and put into operation beyond the time limit agreed in the agreement, it shall be implemented in accordance with the contract for transfer of state-owned construction land use right.
6. If the project is completed and put into operation, but the industrial type and project positioning of the project are substantially changed, it shall apply for project review again. If the review fails, Party A has the right to terminate this agreement, the planning and resources department shall unconditionally recover the land and real estate of the project according to the original land transfer price and the evaluation price of real estate on the ground, and terminate the contract for transfer of state-owned construction land use right, The loss invested by Party B has nothing to do with party a when the state-owned land use right is recovered.
7. Party A shall assess the land use performance of the project in accordance with the notice of the general office of Guangzhou Municipal People’s Government on printing and distributing the measures for land use performance evaluation of Guangzhou industrial land projects (Trial) (zfbg [2020] No. 5) and the guidelines for the supervision of Guangzhou Industrial land industry (sgxgz [2021] No. 1), The assessment time node is: 24 months after the first phase of the project is put into operation, the land use performance during the first phase of the project is assessed once; Assess the land use performance during the completion and operation of the project in the year when the project reaches production capacity; In the second year after the project is completed, the land use performance assessment shall be conducted once in the previous year, and then every three years; Land use performance assessment shall be conducted once a year before the expiration of the land transfer term. If the land use performance appraisal fails to meet the standard and needs to be rectified, the next assessment time node shall be postponed accordingly after the rectification meets the standard.
8. If the performance assessment of the project land does not meet the annual average tax target agreed in this agreement, Party A shall investigate the liability for breach of contract in the following ways:
① Within 15 working days from the date of issuing the performance evaluation results of the project land, the relevant regulatory authorities of Party A shall issue the notice of rectification within a time limit to Party B’s project and instruct Party A to take feasible measures to meet the standards within 12 months from the date of receiving the notice of rectification within a time limit. During the rectification period, the project property shall not be sold or mortgaged. If the rectification period and the rectification are not up to the standard within the time limit, the issuance of opinions on the identification of the transferee of the division and transfer of industrial housing shall be suspended.
② If the performance assessment of the project land fails to meet the standard and fails to meet the standard after rectification, Party A shall issue a notice of default to Party B, and Party B shall pay liquidated damages to Party A based on the difference between the annual tax payment agreed in this Agreement and the actual annual tax payment within 60 days from the date of receiving the notice of default.
③ If Party B fails to pay liquidated damages in accordance with Item 2 of this article, and the delay exceeds 12 months (calculated from the date of receiving the notice of breach), Party A has the right to terminate this agreement, the planning and resources department shall unconditionally recover the land and real estate on the project according to the original land transfer price and the evaluation price of real estate on the ground, and terminate the contract for transfer of state-owned construction land use right, The loss invested by Party B has nothing to do with party a when the state-owned land use right is recovered.
④ If Party B has paid liquidated damages in accordance with Item 2 of this article, it shall be deemed that the tax has reached the agreed standard. In each assessment period, if the annual average tax of the project meets the standard, it shall be deemed to meet the standard every year.
9. If the project fails to start work within the time limit, fails to put into operation within the time limit, fails to achieve the effect of production or changes the project industry type and project positioning without authorization due to Party B, Party B shall bear the corresponding liability for breach of contract. Since the date of breach of contract, Party B shall not apply for various preferential policies of Guangzhou (requiring the issuance of preliminary review opinions by Zengcheng District) and Zengcheng District, and the implementation of relevant preferential policies shall be suspended; If Party B has enjoyed the relevant industrial incentive or support funds of Zengcheng district since the signing of this agreement, Party B shall return the enjoyed industrial incentive or support funds to Party A in full within 2 months after the occurrence of breach of contract.
4、 Impact on Listed Companies
At present, the company’s production resources in South China are relatively scattered. With the development of the company, there is a demand for production resources for modern and standardized plant layout, so as to improve production efficiency and give play to the synergy within the enterprise.
On the basis of full planning and in line with the company’s development law, the implementation of the project will help the company improve its business layout, actively respond to and meet market demand, improve the company’s comprehensive competitiveness, comply with the company’s development strategy, and create greater value for shareholders.
5、 Significant risk disclosure
1. The project agreement signed this time is still under negotiation, and the implementation of specific investment matters under the agreement needs to be further implemented by both parties. The project land involved in the project agreement shall be obtained by listing transfer in accordance with the provisions of current national laws and regulations and normative documents. There are uncertainties about whether the land use right can be won, the final transaction price and acquisition time of the land use right.
2. For the implementation of the project involved in the project agreement, the pre-approval work such as project filing, environmental assessment approval, construction planning permit and construction permit must be handled with the relevant competent government departments. If the implementation conditions such as national or local policy adjustment and project filing change, the implementation of the project may have the risk of change, extension, suspension or termination. During the performance of the project agreement, there is also the risk of amendment and cancellation of the agreement due to changes in government policies. The project investment amount, construction period, investment intensity, output value, tax and other values disclosed in the project are planned or estimated, which are uncertain and do not represent the company’s prediction of future performance or constitute a performance commitment to shareholders. The company solemnly reminds investors to invest rationally. Please pay attention to investment risks.
3. The total investment amount of the project is large. The company will bear certain liquidity risk due to the fund-raising in the process of investment and construction, the change of credit policy and the smoothness of financing channels. With the advancement of the project, the company’s debt scale may continue to expand in the future, which may make more cash generated from operating activities used to repay principal and interest. If the financing cost increases, it may further increase the company’s financial expenses, thus affecting the company’s operating performance.
4. The investment in fixed assets of the project is large, and the fixed depreciation amount will be generated every year after the completion of the project. If the capacity utilization rate of the project does not meet the expectation, the company may face the risk of a significant increase in depreciation and a decline in net profit.
5. The investment and construction of the project are based on the needs of the company’s strategic development and the judgment of the market prospect, but there are uncertainties in the development trend of the industry and the changes of the market situation, which may have an uncertain impact on the construction, operation and expected benefits of the project.
6、 Documents for future reference
1. Resolutions of the 17th meeting of the second board of directors;
2. Project input-output supervision agreement (template).
It is hereby announced
Ligao Foods Co.Ltd(300973) board of directors
