Securities code: 300520 securities abbreviation: Guochuang Software Co.Ltd(300520) Announcement No.: 2022-04 Guochuang Software Co.Ltd(300520)
Announcement on signing the investment agreement for the construction project of R & D and production integration base of intelligent networking and intelligent energy system
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 investment of the project is based on the company's "dual intelligence" development strategy of "smart Internet + smart energy" and the judgment of the industry market prospect. It is the need of the company's smart Internet and smart energy business coordination and industrial extension. Although the company has a certain foundation in many aspects such as market, technology, talent and capital, the construction and operation of the project may be affected by macroeconomic Due to the influence of industry cycle, fund raising, project operation management and other factors, there is a risk that the project implementation does not meet the expectations.
2. The construction of each phase of the investment project requires the company to conduct feasibility study of each phase, and then invest and implement after being reviewed and approved by the company's authorized decision-making body. There is uncertainty whether the construction of each phase can be approved.
3. The construction of this investment project still needs a long time cycle. At the same time, considering the impact of many factors such as production line reaching production and market development after the completion of the project, it will not have a material impact on the company's operating performance in the short term. 4. The construction time node and production capacity data of the investment project are preliminary planning or prediction data, which do not represent the company's prediction of future performance, nor do they constitute the company's substantive commitment to investors. Investors should disclose the investment information in time and pay attention to the investment progress according to the investment risk of the company!
1、 Overview of foreign investment
1. In order to implement the "dual intelligence" development strategy of "intelligent Internet connection + intelligent energy" of Guochuang Software Co.Ltd(300520) (hereinafter referred to as "the company", "300520}" or "Party B"), and explore a new development situation of the company, On January 9, 2022, the company signed with the people's Government of Jin\'an District, Lu\'an City (hereinafter referred to as "party a") the investment agreement for the construction of integrated base for R & D and production of intelligent Internet connection and intelligent energy system (hereinafter referred to as the agreement) with effective conditions, The company plans to invest in the construction project of integrated R & D and production base of intelligent network connection and intelligent energy system in Jin\'an District, Lu\'an City, Anhui Province (hereinafter referred to as the "project"). The total investment of the project is planned to be about 5 billion yuan, which will be implemented in three phases. Among them, the investment of phase I project is about 1.5 billion yuan. After it is completed, it can form an annual 3gwh power / energy storage battery capacity supporting intelligent network connection and intelligent energy system.
2. According to the arrangement of the agreement, it is proposed to establish Guochuang Software Co.Ltd(300520) Smart Energy Technology Co., Ltd. (tentative name, actual subject to industrial and commercial registration, hereinafter referred to as "project company") jointly funded by the investment platform under Party A, Party B and its management team as the implementation subject of phase I project. The registered capital of the project company is 1 billion yuan, of which Party A's investment platform subscribed 300 million yuan, with a shareholding ratio of 30%; Party B subscribed 650 million yuan, with a shareholding ratio of 65%; The management shareholding platform subscribed RMB 50 million, with a shareholding ratio of 5%. Guochuang Software Co.Ltd(300520) is the controlling shareholder of the project company.
3. The company held the 28th meeting of the third board of directors on January 9, 2022. The meeting deliberated and adopted the proposal on signing the investment agreement for the construction project of R & D and production integration base of intelligent networking and intelligent energy system. According to the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the relevant provisions of the articles of association and the management system of foreign investment, this foreign investment still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. This investment does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Counterparty introduction
1. Name: Lu'an Jin'an District People's Government
2. Nature: Local Government
3. Description of related relationship: the company has no related relationship with the people's Government of Jin'an District, Lu'an City.
3、 Basic information of the proposed project company
1. Company name: Guochuang Software Co.Ltd(300520) Smart Energy Technology Co., Ltd. (tentative name)
2. Registered capital: 100 million yuan
3. Legal representative: Dong Yongdong
4. Company domicile: Jin'an Economic Development Zone, Lu'an City
5. Company type: limited liability company
6. Main business: software and hardware development, production, sales and service of intelligent networking system and energy storage system; R & D, production, sales and service of smart battery; R & D, production, sales and service of intelligent auto parts; Research and development of emerging energy technologies, etc.
7. Equity structure: the company holds 65% equity; Party A's investment platform holds 30% equity; The management holding platform holds 5% equity.
8. Description of association relationship: the project company is the holding subsidiary of the company.
Note: the above contents shall be subject to the final approval result of the industrial and commercial registration authority.
4、 Main contents of the agreement
Party A: Lu'an Jin'an District People's Government
Party B: Guochuang Software Co.Ltd(300520)
1. Project investment overview
1.1 project name: construction project of integrated R & D and production base of intelligent networking and intelligent energy system
1.2 project content: Party B invests in the construction project of intelligent network connection and intelligent energy system R & D and production integration base in Jin'an Economic Development Zone, including the construction of production workshop, R & D, warehouse and other plants, office and other supporting facilities. The total investment of the project is planned to be about 5 billion yuan and the planned land area is about 600 mu. The project is planned to be implemented in three phases, of which the investment of the first phase is about 1.5 billion yuan and the planned land area is about 200 mu. After reaching the completion date, an annual 3gwh power / energy storage battery supporting the intelligent network and intelligent energy system can be formed; The investment of phase II and phase III projects is about 3.5 billion yuan, and the planned land area is about 400 mu. The specific investment scheme of phase II and phase III projects shall be subject to the separate deliberation and approval of Party B's decision-making body according to the business needs.
1.3 construction subject of phase I Project: the construction subject is Guochuang Software Co.Ltd(300520) Smart Energy Technology Co., Ltd. (tentative name) jointly established by the subordinate enterprises controlled by Party A and Party B. the project company needs to be registered and established in Lu'an City, Anhui Province and go through the tax registration formalities according to law.
1.4 construction period of phase I Project: the main project is planned to start construction in March 2022, and the construction period of the project is 24 months. If the land use right of the project, the construction permit procedures and the preliminary work necessary for commencement agreed in this Agreement are not completed on or before March 2022 due to Party B, the commencement time of the project shall be postponed accordingly.
2. Project planning
2.1 project site selection: the project is proposed to be located in the south of Changhuai Road, the north of Shanyuan Road, the east of Xin'an Avenue and the west of Xihu road.
2.2 nature of land: the land provided by Party A to the project company is industrial land, and the term of land use right transfer is 50 years. The project land is obtained by bidding, auction and listing in accordance with the national land policy, and must meet the net land standard of "eight supplies and one leveling". The project is planned once, land is provided by stages and implemented step by step.
3. Supporting policies
The project enjoys relevant preferential policies of Anhui Province, Lu'an City and Party A to promote high-quality economic development. 4. Main responsibilities and obligations of Party A
4.1 be responsible for establishing a project service team led by the main leaders of Party A to provide "one-stop" services for the project, assist the project company in timely handling the approval procedures of the project in terms of industrial and commercial registration, project initiation, planning and design, environmental impact assessment, energy assessment, land and construction, and assist the project company in actively striving for relevant preferential policies of the state, province and city, Assist the project company in patent technology, various scientific and technological projects and application of high-tech enterprises. 4.2 be responsible for completing the listing of phase I project land before the end of March 2022, cooperate with Party B and the project company to obtain project land according to law, and ensure the timely supply of phase II and phase III project land (if any).
4.3 be responsible for handing over the agreed parcel of land meeting the commencement conditions to the project company and the "eight supplies and one leveling" of the supplied plot.
4.4 actively implement relevant national policies to encourage the development of power batteries, and assist Party B and the project company in product promotion and application.
5. Main responsibilities and obligations of Party B
5.1 be responsible for the registration and establishment of the project company within the jurisdiction of Party A. the place of industrial and commercial registration, tax collection and management relationship and statistical relationship must be within the jurisdiction of Party A, have a sound financial system, have independent legal personality, implement independent accounting and pay taxes according to law.
5.2 be responsible for the preparation of project initiation, planning and construction, environmental impact assessment and other relevant materials and handling relevant procedures. After obtaining the land use right, the land shall be supplied according to the average benefit per mu and standard land where Party A is located.
5.3 supervise and urge the project company to carry out the project construction on time according to the requirements of the state owned land use right transfer contract, and shall not change the land use without authorization. Otherwise, Party A has the right to request the land management department to recover the land use right according to law.
6. Other
For matters not covered in this agreement, both parties can negotiate and sign a supplementary agreement, which has the same legal effect as this agreement. This Agreement shall come into force after being sealed by both parties and reviewed and approved by the decision-making authority of Party B.
5、 Basic information of the project
1. Project Name: construction project of R & D and production integration base of intelligent networking and intelligent energy system
2. Phase I project content: the main products of phase I project are new energy vehicle power batteries, energy storage batteries, small power system batteries, etc. supporting the company's intelligent network and intelligent energy system.
3. Construction scale of phase I Project: phase I project covers an area of about 200 mu (subject to the actual land transfer area). After reaching the production capacity, it will form an annual 3gwh power / energy storage battery capacity supporting intelligent network connection and intelligent energy system, which can meet the supply capacity of 40000 new energy vehicle batteries or 2gwh energy storage batteries and 1GWh small power system batteries per year.
4. Construction period of phase I Project: the construction period of phase I project is 24 months
5. Benefit calculation of phase I Project: it is estimated that the total investment of phase I project is about 1.5 billion yuan, the annual output value can be about 1.7 billion yuan, the after tax financial internal rate of return is 14.18%, and the static investment payback period is 7.72 years (including the construction period); (this benefit calculation is only the preliminary prediction data of phase I project)
6. Source of funds: self owned funds or self raised funds
6、 Purpose, necessity and feasibility of foreign investment
(I) the national policy strongly supports the intelligent networking and intelligent energy industry. The company gives full play to the advantages of "software definition" and puts forward the "dual intelligence" strategy to open up a new situation for the development of the company
In recent years, the state has issued a series of policy documents, especially the proposal of the goal of "carbon peaking and carbon neutralization", which has further accelerated the energy revolution and greatly promoted the development of Shanxi Guoxin Energy Corporation Limited(600617) automobile and energy storage industry. At the same time, with the vigorous rise of a new round of scientific and technological revolution and industrial reform, intelligent networked vehicles have become the strategic direction of the development of new energy vehicle industry. Since 2020, the main laws, regulations and industrial policies that have a great impact on the intelligent networked vehicle and energy storage industry are as follows:
Name and main contents of policies issued
Year unit
By 2025, China's technological innovation and industrial production of standard intelligent vehicles will basically take shape in 2020 and the intelligent vehicle innovation development state and infrastructure of the Reform Commission, so as to realize the conditional automatic and large-scale production of intelligent vehicles driven by 11 ministries and commissions in February, Realize the market-oriented application of highly autonomous intelligent vehicles in specific environments.
In 2020, by 2025, the proportion of new vehicle sales of Shanxi Guoxin Energy Corporation Limited(600617) in the new energy vehicle industry will reach 20% in the development plan of the State Council in November. By 2035, the comprehensive electrification of vehicles in the public domain will be realized, and the large-scale application of automatic driving intelligent network will be realized (2021-2035).
By 2020, the penetration rate of national intelligent networked automobile technology will reach 50% by 2025, and by November 2030, the penetration rate of intelligent networked automobile will exceed 70% by 2.0, forming a group of intelligent networked automobile manufacturers and parts manufacturers leading the innovation center world.
National economy and society 1. Accelerate the research and development of basic technology platform and software for intelligent (networked) vehicles. In 2021, the State Council will develop key components such as the 14th five year plan hardware system, wire controlled chassis and intelligent terminal.
The annual plan in March and the travel service of automatic driving and vehicle road coordination will be developed in February 2035.
Outline of long-term objectives
The National Development on accelerating the transformation of China's new energy storage from the initial stage of commercialization to the development of large-scale energy storage in 2021, and emphasizing the promotion of relatively mature new energy technologies such as lithium-ion batteries. In July, the national energy guidance opinion continued to reduce the cost of energy storage technologies and commercialized large-scale applications; By 2030, the Bureau will realize the comprehensive market-oriented development of new energy storage.
Put forward specific and detailed strategic deployment for "carbon peak and carbon neutralization". The contents related to the new energy vehicle and energy storage industry mainly include: (1) accelerate the construction of new power system, actively develop "new energy + energy storage", source network load storage integration and multi energy complementarity, and support the issuance of 2030 distributed new energy rational allocation energy storage system in 2021, Accelerate the demonstration, promotion and application of new energy storage by the State Council's carbon peak action before the year in October. By 2025, the installed capacity of new energy storage will reach
