Securities code: 002271 securities abbreviation: Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Announcement No.: 2022-006 Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271)
Announcement on signing project investment 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. Special tips:
1. According to the management system for major business and investment decisions of the company, this agreement can take effect only after the company performs the approval procedures of the board of directors or the general meeting of shareholders. The company will perform the necessary approval procedures in accordance with relevant regulations and issue progress announcements in time.
2. This Act does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
1、 Overview of foreign investment
On January 14, 2022, Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) (hereinafter referred to as “the company”, “002271}” or “Party B”) signed the project investment agreement with the people’s Government of Minqing County, Fuzhou City, Fujian Province (hereinafter referred to as “party a”), According to the agreement, the company plans to invest 1.2 billion yuan (RMB, the same below) in the construction of Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Fuzhou green building materials production base project and Fujian regional headquarters project (hereinafter referred to as the “project”) in Minqing County, Fuzhou City, Fujian Province. The construction contents of the production base project include but are not limited to waterproof, energy-saving and thermal insulation materials, civil building materials, special mortar R & D and production projects of architectural coatings; The construction content of the regional headquarters project is to establish Fujian Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Building Materials Technology Co., Ltd. (the final enterprise name shall be subject to the approval of industrial and commercial registration) in Minqing County, Fuzhou as the regional sales and settlement headquarters of the company in Fujian Province. The project is constructed in the way of “overall planning, land supply by stages, delisting by stages and implementation by stages”. The total investment in phase I and phase II of the production base project is 600 million yuan. Each phase shall obtain the construction license within 9 months from the date of land delivery, and start construction within 1 month after obtaining the construction license, Within 24 months from the commencement date, the completion acceptance is passed and put into operation successively; The specific implementation plan of the regional headquarters project shall be determined separately according to the market development.
2、 Main contents of the project investment agreement
(I) project overview
1. Project Name: Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Fuzhou green building materials production base project and Fujian regional headquarters project 2. Main contents of the project:
(1) Construction content of production base project: Party B plans to establish Fuzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) building materials Co., Ltd. in Minqing County, Fuzhou City (the final enterprise name shall be subject to the approval of industrial and commercial registration), and promote product R & D and production projects including but not limited to waterproof, energy-saving and thermal insulation materials, civil building materials, special mortar, building coatings, etc. (2) Construction content of regional headquarters project: Party B plans to establish Fujian Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Building Materials Technology Co., Ltd. (the final enterprise name shall be subject to the approval of industrial and commercial registration) in Minqing County, Fuzhou as the regional sales and settlement headquarters of Party B in Fujian Province.
3. Project land
The land for the production base project is proposed to be located in the green construction Industrial Park, with a total land area of about 300 mu. The project is constructed in the way of “overall planning, land supply by stages, delisting by stages and implementation by stages”, of which the planned land area of phase I is about 150 mu and the planned land area of phase II is about 150 mu. The land valuation area of the project shall be subject to the area of the red line map finally determined by the administrative department of planning and natural resources. The specific contents of land transfer involving land use, land use term and so on shall be subject to the contract for transfer of state-owned construction land use right.
4. Project investment and benefits
Within five years from the date of delisting of the land, Party B shall invest a total of 1.2 billion yuan in phase I and phase II projects of the production base, including a total investment of 600 million yuan in phase I and a planned investment of 600 million yuan in phase II. The fiscal and tax assessment period is five years old. The annual output value of phase I project is expected to be no less than 1 billion yuan and the annual tax payment is no less than 50 million yuan from 6 months after the overall completion acceptance; The phase II project is expected to have an annual output value of no less than 1 billion yuan and an annual tax payment of no less than 50 million yuan from 6 months after the overall completion acceptance.
5. Construction cycle
Each phase of the production base project shall obtain the construction license within 9 months from the date of land delivery, and start construction within 1 month after obtaining the construction license. The completion acceptance shall be passed and put into operation successively within 24 months from the date of commencement. (II) rights and obligations of Party A
1. Party A supports Party B to set up Fuzhou Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) building materials Co., Ltd. as the project company of the production base project in Minqing County, Fuzhou City (hereinafter referred to as the project company), and assign special personnel to follow up the whole process and fully assist the project company in the formalities required at each stage from early establishment to later operation and management.
2. Party A actively supports and cooperates with Party B in applying for provincial key projects, and actively supports Party B’s products to be included in the provincial, municipal and county government procurement directory and given priority in government projects and municipal projects; Actively assist Party B in the promotion and application of new building materials.
3. In order to standardize the market, Party A shall actively clean up non-standard (national or industrial standard) products in the same industry in accordance with laws and regulations, and severely crack down on fake and shoddy products.
4. Party A shall ensure that the project plot meets the conditions of “eight supplies and one leveling” (i.e. power supply, water supply, rain drainage, sewage discharge, natural gas, communication, access, optical fiber and land leveling) within 1 month from the date of signing the land transfer contract. 5. The land transfer and delivery standard of the plot shall be subject to the contract for the transfer of the right to use state-owned construction land. Party A promises that before the land transfer, if adverse geology such as silt, dark Creek and underground obstacles are found, land excavation, replacement / backfilling are required to meet the requirements of Party B’s construction bearing capacity, Party A shall be responsible for coordinating and solving them. Party B shall be responsible for the problems found in the actual construction after the land handover, and Party A shall provide necessary assistance. During the construction and operation of the project, if the residents around the plot unreasonably obstruct work or make trouble, which affects the project progress and normal operation, Party A shall be responsible for assisting in coordination and effective treatment, and the corresponding commencement, completion, production and production time of the project shall be postponed simultaneously.
6. Party A shall ensure that the energy consumption indicators and total pollutant emission indicators required for the project meet the project needs, fully support the implementation of Party B’s project in Party A’s area, provide sufficient energy consumption intensity and total energy consumption guarantee to meet the project needs for the implementation of Party B’s project, and ensure that Party B’s project will not limit, reduce or stop production.
7. Party A shall set up a special work class in the charge of county leaders to provide accurate and high-quality services for the project, and actively assist Party B in handling the approval procedures related to project initiation (filing), land, planning, construction and so on; Assist Party B in handling the approval procedures for fire protection, safety and environmental protection; Give priority to the declaration and service of projects such as scientific and technological breakthrough, technological transformation, new products and engineering centers; Provide information consultation for Party B’s recruitment and training of operation and management personnel, technicians, workers and other matters; Assist Party B in handling tax refund and other formalities for imported equipment by the customs and tax authorities; Assist Party B in applying for high-tech enterprises.
8. Party A appoints a county-level leader to assist Party B in business introduction, contact and other relevant market work, so as to comprehensively promote Party B’s business development in Party A’s jurisdiction.
9. Actively cooperate with Party B to obtain preferential investment policies and support funds related to supporting project construction from the state, Fuzhou City and Minqing County, and all the policies and funds obtained are used to support project development.
10. Party A provides Party B with current preferential policies for talent introduction, and actively creates conditions and coordinates for the employees of Party B’s project company to enjoy the treatment of local citizens (such as settlement, schooling, employment, medical treatment, house purchase, car purchase, etc.).
(III) rights and obligations of Party B
1. Party B shall ensure that the project must comply with the national and Fuzhou industrial policies and industrial positioning, and ensure that the project meets the requirements of national laws, regulations, rules, administrative normative documents and policies on environmental protection, production safety and other aspects. 2. Within 60 working days from the date of signing this agreement, Party B shall establish a wholly-owned subsidiary of Beijing Beijing Oriental Yuhong Waterproof Technology Co.Ltd(002271) Waterproof Technology Co., Ltd. in Minqing County, Fuzhou. The wholly-owned subsidiary shall be responsible for the construction, operation and management of the production base project, pay relevant taxes in Minqing County according to law and regulations, and set the actual business office in Minqing County, To ensure that the economic data such as fixed asset investment generated by the project are included in the statistics of Minqing County.
3. Party A and Party B agree that after the registration and establishment of Party B’s project company, the rights and obligations of Party B agreed in this Agreement shall be enjoyed and performed by the project company. If Party B registers more than one project company for the project due to the needs of internal management, Party A agrees that all project companies established by Party B for the project in Minqing County can enjoy the rights and policy conditions agreed in this agreement. All project companies shall be wholly-owned or holding subsidiaries of Party B.
4. Party B’s production base project shall comply with the relevant provisions on safety and environmental protection, be designed in combination with the corporate culture and industrial production process, and be constructed after being audited and reported to the relevant departments for approval. Before the commencement of the project, Party B shall complete the application for quality supervision and safety supervision of the construction project. During the construction and production of the project, security measures shall be formulated according to relevant regulations, systems shall be improved, and safety facilities shall be equipped to ensure the safety of construction and production, and avoid liability accidents, group events and events endangering national security and social stability.
5. Party B shall save and intensively use land, and the main economic and technical indicators of the construction project such as the plot ratio of the production base project shall not be lower than the national industrial standards; The floor area of administrative and living service facilities (including canteen, office building, staff shift dormitory, etc.) shall not exceed 7% of the total land area (the specific indicators shall be subject to the planning and design conditions issued by the planning department). The construction scheme can be implemented only after being reviewed and approved by the relevant planning department.
6. The project company shall legally bid for the land use right of the project through public transfer methods such as bidding, auction and listing by Party A, ensure to pay the land bidding deposit, land transfer fee and relevant taxes as required, and handle the relevant procedures of project construction in time after obtaining the land use right of the project.
7. The project company shall not move out of Minqing County within 10 years due to industrial and commercial registration, tax relations, main business and statistical relations, except for the relocation caused by the government’s change of investment strategy, change of land nature, breach of contract of Party A, etc.
8. Without the consent of Party A and the approval of relevant authorities, Party B shall not transfer the project land or change the land use, and shall not lease the plant to other enterprises or individuals (except Party B’s affiliated companies to complete the project under this Agreement). Party B’s use of the project land for mortgage loan can only be implemented after paying the land transfer fee and relevant taxes. The land not constructed shall not be used for mortgage loan.
(IV) breach clause
1. If party a publicly transfers the project land in accordance with the law and Party B actively participates in the bidding, but the contents agreed in the contract cannot be reached due to the failure to obtain the land use right, it shall not be deemed as a breach of contract.
2. If Party B fails to start or put into operation at the agreed time due to Party A, Party B shall not be liable; If Party B fails to start construction within the agreed time for reasons other than Party A, Party A has the right to request relevant departments to dispose of it according to idle land and other relevant laws and regulations.
(V) other agreements
1. The two sides have established a mechanism of irregular exchange of high-level visits to inform the progress of cooperation and solve practical problems in the process of cooperation through consultation.
2. Party A and Party B shall perform the obligation of confidentiality. Without the written consent of the other party, either party shall not disclose the contents of this agreement or the other party’s confidential information learned in the process of cooperation to any third party, except those that need to be disclosed in accordance with the provisions of relevant laws, regulations and normative documents and the requirements of regulatory authorities, judicial authorities and other departments. 3. The conclusion, validity, interpretation, performance and dispute settlement of this Agreement shall be governed by the laws of the people’s Republic of China. Any dispute arising from the performance of this agreement or in connection with this Agreement shall be settled by both parties through negotiation. If the negotiation fails, either party may submit the dispute or dispute to the people’s court where the plaintiff is located for settlement.
3、 Purpose of foreign investment and its impact on the company
Minqing County is a county under the jurisdiction of Fuzhou City. It is located in the east of Fujian Province and the middle and lower reaches of Minjiang River. It is adjacent to Fuzhou metropolitan area. The traffic environment is continuously optimized, forming a traffic network system of “one vertical, one horizontal, two railways, three high and four radiation”. The construction industry is the pillar industry of Minqing County, and the total output value of the construction industry ranks in the forefront of Fujian Province. At the same time, Minqing County relies on the green building industrial park to create a new growth point of the industry and makes full efforts based on the whole industrial chain of green building materials. From 2018 to 2021, Minqing County has been ranked as the “top ten counties in Fujian Province for county economic development” for four consecutive years, with rapid economic development momentum and excellent investment environment. The company’s investment in the construction of Fuzhou green building materials production base project and Fujian regional headquarters project in Minqing County aims to make full use of the comprehensive advantages of Minqing County in natural resources, location and transportation, business environment, ecological livable environment and industrial policy support, and practice green building, green building materials National strategies such as energy-saving building constantly enrich the product categories of green building materials, improve product quality, realize the optimization and upgrading of product structure, explore and cultivate new engines for innovation driven development in the field of new materials, and meet the company’s strategic development plan and the market demand brought by the continuous expansion of product application fields. According to the agreement, Minqing County People’s government actively supports and cooperates with the company’s relevant projects in applying for provincial key projects, actively supports the company’s products to be included in the provincial, municipal and county government procurement directory, gives priority to use in government projects and municipal projects, and actively assists the company in promoting the application of new building materials, This will promote and positively affect the business development of the company. In addition, East and South China are important product sales markets of the company. It is hoped that through this investment, the company will further expand its supply capacity in East and South China and promote the continuous optimization of capacity distribution, so as to further meet the market demand of East and South China, lay a solid foundation for the sustainable and stable development of the company in the future and meet the interests of all shareholders of the company.
4、 Risk tips
1. According to the management system for major business and investment decisions of the company, this agreement can take effect only after the company performs the approval procedures of the board of directors or the general meeting of shareholders. The company will perform the necessary approval procedures in accordance with relevant regulations and issue progress announcements in time.
2. The source of investment funds for this project is self raised funds. There is uncertainty whether the funds can be in place on time. The company will bear certain financial risks due to the fund-raising in the process of investment and construction, the change of credit policy and the smoothness of financing channels.
3. The project investment is based on the needs of the company’s strategic development and the judgment of the industry market prospect. However, there are certain uncertainties in the development trend of the industry, the changes of market conditions and the business expansion ability of the management team, which will have an uncertain impact on the realization of future business benefits.
4. The operation of the project depends on close cooperation between the two sides. There is still uncertainty whether the cooperation expectation can be achieved in the future. According to the agreement, Party A actively supports and cooperates with Party B in applying for provincial key projects, actively supports Party B’s products to be included in the provincial, municipal and county government procurement directory, gives priority to use in government projects and municipal projects, and actively assists Party B in promoting the application of new building materials. This will play a certain role in promoting and positive impact on the company’s business development, but the specific impact amount is still difficult to predict; At the same time, specific support measures shall be taken
