Securities code: 688669 securities abbreviation: Polyrocks Chemical Co.Ltd(688669) Announcement No.: 2022-003 Polyrocks Chemical Co.Ltd(688669)
Announcement on foreign investment, establishment of subsidiaries and development of new business
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of newly established company: Poly Chain Operation Co., Ltd. (tentative name, final name shall be subject to the name approved by the administrative department for Industry and Commerce) (hereinafter referred to as "poly chain operation" or "new company"). Investment amount: proposed RMB 50 million;
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization in the administrative measures for major asset reorganization of listed companies.
Relevant risk tips:
1. The establishment of subsidiaries by this foreign investment still needs the approval of relevant examination and approval authorities such as the local administrative department for Industry and commerce. There is a risk of uncertainty whether the relevant approval can be passed and the time of final approval.
2. The poly chain operation mainly adopts the business model of leasing for sale. In view of the wide geographical distribution, difficult on-site management, loss and damage of assets caused by improper customer management or use of leased assets, the intelligent turnover box products operated by leasing are still in the initial stage of market promotion, If the company's product layout process fails to meet the expectations or the comprehensive performance of the products does not meet the market demand, it may affect the recovery of the company's early investment and the realization of the expected benefits.
3. The original main business of the company was mostly concentrated in the modified plastic additives, particles and products industry. The project plans to develop intelligent turnover box, operation management information system and Internet of things traceability monitoring platform. The company has not reserved relevant professionals in this field. The system construction needs time for research and development and is suitable for the actual operation, At the initial stage of the project, it may be considered to entrust a third party for research and development, and the project implementation progress may not be as expected.
4. Take precautions against all possible risks during the establishment of new subsidiaries and the implementation of subsequent laws and regulations, and actively deal with them in accordance with the laws and regulations
Fulfill the obligation of information disclosure in time according to the requirements of normative documents. Please invest rationally and pay attention to investment risks.
1、 Overview of foreign investment
(I) basic information of foreign investment
Polyrocks Chemical Co.Ltd(688669) (hereinafter referred to as "the company") in order to promote the implementation of the company's development strategic plan, improve the company's green recycling packaging industry layout and improve the poly stone large recycling industry system. The company's subsidiary Guangdong Jushi Leasing Co., Ltd. (hereinafter referred to as "Jushi leasing") plans to set up a wholly-owned subsidiary, poly Chain Operation Co., Ltd., to build an operation system and recycling network for R & D, leasing and recycling of green packaging products, and to develop an operation management information system and an Internet of things traceability monitoring platform, Provide customers with leasing and recycling operation services of environmentally friendly intelligent turnover boxes and other products. Poly chain operation will provide closed-loop management such as leasing, recycling, cleaning, maintenance and replacement of intelligent turnover boxes, as well as professional integrated services such as product traceability, operation monitoring and safety early warning for vegetables, aquatic products, fresh food, medicine and other industries and related fields.
(II) decision making and approval procedures for foreign investment
The company held the 35th meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors on January 7, 2022, deliberated and adopted the proposal on foreign investment, establishment of subsidiaries and development of new business, and the independent directors of the company expressed their independent opinions on this matter.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization in the administrative measures for major asset reorganization of listed companies and the special provisions on major asset reorganization of listed companies on the science and innovation board.
2、 Basic information of investment object
Company name: Poly Chain Operation Co., Ltd
Registered capital: 50 million yuan
Contribution method: the company's own funds
Contribution ratio: Jushi leasing holds 100%
Company type: limited liability company
Business scope: R & D, leasing and sales of environmental protection intelligent packaging products; Packaging design, R & D and consulting services; R & D and sales of special packaging equipment; Internet of things technology development and technical consulting services; R & D, sales and maintenance of Internet of things equipment; Supply chain management, logistics scheme design, logistics information consulting, cargo refrigeration technology development; Import and export of goods and technology, China's trade; Logistics packaging services; Warehousing equipment leasing services; Transportation equipment leasing services; Road cargo transportation (excluding dangerous goods); General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Loading, unloading and handling; Packaging services; Advertising production; Advertising design and agency; Advertisement release (non radio, television and newspaper publishing units) (in addition to the items that must be approved according to law, carry out business activities independently according to law with the business license). Licensed items: customs declaration business; Import and export of goods; Import and export agent.
The company name, registered capital, business scope and other information involved in the above foreign investment shall be subject to the content finally approved and registered by the local registration authority.
3、 New business matters
(I) basic information of new business
1. Introduction to new business
Taking advantage of Polyrocks Chemical Co.Ltd(688669) 's R & D and production advantages in the field of modified plastics, poly chain operation plans to carry out the development, leasing and sales of recycled packaging products, and provide packaging recycling and operation services for industrial customers such as fruits and vegetables, aquatic products, fresh food, medicine and express delivery through its operation recycling network, operation monitoring platform and traceability monitoring platform, so as to reduce the packaging cost of the enterprise To solve the problem of social and environmental pollution, Jushi leasing plans to set up a wholly-owned subsidiary with its own capital of 50 million yuan. The specific information of the new company is as follows:
a. Products operated
The main products in the initial operation of the project are EPP cycle incubators that can replace white foam boxes and PP circulatory hollow box boxes that can replace cartons.
b. Operation mode
A base warehouse shall be set up at the place where the packaged products are put into operation. The goods loaded at the customer's place shall be transported to the main consumption place. The recycling station at the consumption place shall be centralized to the centralized transportation center. After necessary sorting and cleaning, it shall be returned to the source of goods packaging (base warehouse). Among them: in the field of Shenzhen Agricultural Products Group Co.Ltd(000061) , it provides multi-level recycling services from breeding base to terminal wholesale market; Provide point-to-point recycling services from raw material factories to assembly factories in the industrial field; Provide closed-loop recycling services from the purchasing end to the consumer end in the commercial field.
c. Network construction
It is planned to establish a storage center in the main Shenzhen Agricultural Products Group Co.Ltd(000061) species breeding bases in China, and a centralized transportation center and recycling station in major consumer cities in China.
d. Value added services
In addition to providing packaging products, leasing and recycling operation services, the new company also provides a number of value-added services such as packaging box cleaning, maintenance, replacement and scrap recycling, food data traceability, operation monitoring, safety early warning, abnormal transfer and so on.
e. Big data platform
The new company plans to develop Internet of things data platform, food safety traceability platform and operation monitoring and dispatching management information system.
2. New business industry
There are two main products operated by the new company: EPP circulating insulation box and PP circulating hollow board packing box. EPP circulation incubator belongs to the product of logistics turnover box. Standardized logistics turnover box refers to a small box container with foldable, reusable, good technical performance, high quality and in line with national standards. It can be widely used in many fields, such as agricultural and sideline product transportation, industrial intermediate turnover, lunch distribution in primary and secondary schools and so on. In recent years, with the continuous and rapid development of logistics industry, the use of logistics packaging materials is increasing, resulting in a large amount of resource consumption and environmental pollution. The cycle sharing of standardized logistics turnover boxes can effectively replace disposable white foam boxes, greatly reduce white pollution, and achieve the recycling and reduction of logistics packaging, which is conducive to improving the market environment and promoting the construction of ecological civilization. In 2021, the national development and Reform Commission, the Ministry of Commerce and the State Post Office issued a series of policy requirements, such as the notice on organizing the pilot of large-scale application of recyclable express packaging and the notice on doing a good job in the promotion and application of standardized logistics turnover boxes jointly issued by eight ministries and commissions, It will have a positive impact on the application of recyclable packaging and logistics packaging standardization.
The company's EPP circulating incubator is mainly used in cold chain transportation of fresh food, aquatic products, food, medicine and so on. In the field of fresh and aquatic transportation, according to the statistics of China Industrial Research Institute, the annual output of vegetables and aquatic products in China in 2020 will be 749 million tons and 65.49 million tons respectively. This product has the demand for long-distance transportation and heat preservation. Compared with traditional foaming materials EPS and EPU, EPP products have better impact resistance, heat insulation, environmental impact resistance, and recyclability With the characteristics of recyclability, the EPP incubator can replace the traditional disposable white foam box when it meets the above transportation needs. It is in line with the policy direction of national energy conservation and emission reduction. With the continuous promotion of the government, the market will enter a stage of rapid development, and the market has great potential.
The main target market of the company's PP circulation hollow plate packing box is to replace cartons, foam boxes and other packaging materials in the current postal express area. According to the China Express development index report in December 2021 released on the website of the State Post Office, China's express business volume exceeded 100 billion in 2021, and 83.36 billion in 2020. The express business market has improved steadily. However, the increase in the volume of express business also makes the solid waste generated by express packaging increase synchronously, including plastic bags, cartons, foam boxes and other packaging materials.
And matching express waybill, woven bag, tape, etc. On November 30, 2020, the national development and Reform Commission and other eight departments jointly issued the opinions on accelerating the green transformation of express packaging, which put forward specific development suggestions from the aspects of express packaging laws, regulations and standard system, Green Governance of express packaging, standardized management of e-commerce and express, application of recyclable Express packaging, recovery and disposal of express packaging waste, etc, It also puts forward that China's express packaging will basically achieve the development goal of green transformation by 2025.
3. Management of new business
After the establishment of subsidiaries, they will be included in the consolidated statements of the company, and the actual controller of the company will not change;
(1) Management and operation: the company will make use of the existing perfect enterprise management system, give full play to the synergy between the company's production bases and businesses, and realize the construction and operation of the new company's recycling network in various regions through the complementary advantages of various businesses.
(2) In terms of financial management: the company adopts NCC data system to implement comprehensive management for the financial control of subsidiaries.
(3) Organizational structure: the company will hire and appoint personnel with working experience and professional management ability related to operation leasing.
(II) analysis on rationality and necessity of developing new business
1. Reasons, background and rationality of new business
(1) In response to the policy requirements, the operation of recyclable turnover box is carried out, and the market potential is huge
In order to accelerate the green transformation of logistics packaging, the state has successively issued a number of guiding policies and relevant regulations to create a favorable policy and market environment for the promotion of standardized logistics turnover boxes.
The first stage of the intelligent turnover box product is mainly used in cold chain logistics of vegetables and aquatic products. From the current white foam box usage, if the EPP cycle incubator is used instead of the traditional disposable white foam box for vegetable & fruit and aquatic product regional transportation, the total demand of the circulation box will be hundreds of millions of, and the market potential is huge. In the future, the company's intelligent turnover box products will gradually expand the scope of application and layout to pharmaceutical products and food transportation.
(2) Relying on the company's R & D and production experience of modified plastics, improve the company's circular industry layout
The company has been deeply engaged in the modified plastics industry for many years. With the help of the company's many years of research and development experience in the modified plastics field, the poly chain operation can provide a solid R & D and production foundation for the material selection, structural design and recycling modification of the company's intelligent turnover box. Among them, the circulating incubator can be made of EPP products from Jiangling new materials Industrial Park as raw materials. If the products are damaged in the process of use or after the cycle is completed, the aggregate will be recycled and granulated to produce other products, so as to maximize the residual value of the products. At the same time, it has also expanded the application market for the project of Jiangling new material recycling industrial park and improved the closed-loop aggregate recycling system of "raw material production, manufacturing, recycling, recycling, granulation and regeneration". In order to achieve the purpose of product recycling, the company adopts the mode of renting and selling on a commission basis, builds storage base, centralized transportation center and recycling base in combination with the target market, connects the recycling stations and recycling points in the main cities where the target market is located, and realizes the construction of recycling operation service network. The recycling operation direction of the company is mainly facing the enterprise platform, not the end consumers for the time being.
2. Preparation of the company
The company has demonstrated the feasibility of the new business internally, and has made layout and planning in terms of talent reserve, market expansion and capital arrangement of the new business. The new business can make full use of the company's existing resource advantages and quickly form sales.
To cultivate and expand the company's professional operation and management team, so as to accelerate the development of the company's business reserve and management experience in plastic products, and actively introduce relevant personnel into the company's operation and management system.
Market development: with the help of Polyrocks Chemical Co.Ltd(688669) 's market development experience, the new company establishes a special operation team to communicate and contact with existing resources and actively explore the market.
Capital arrangement: the investment amount of the new company is 50 million yuan, all of which are the company's own funds. The initial stage of the project will not cause capital pressure on the development of other businesses of the company.
(III) opinions of independent directors and board of supervisors
1. Opinions of independent directors
The independent directors believe that the purpose of this foreign investment in the establishment of subsidiaries and the development of new business is to improve the layout of the company in the recycling packaging industry, realize the integration concept of the company from production and manufacturing, molding and assembly to operation and recycling, lay the foundation for the company to improve the aggregate recycling ecosystem in the future and enhance the core competitiveness of the company. The deliberation procedures for the establishment of subsidiaries and the development of new business in this foreign investment comply with the relevant provisions of laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the articles of association. This foreign investment uses the company's own funds and will not affect the company's finance and operation
