Securities code: Zhejiang Wanma Co.Ltd(002276) securities abbreviation: Zhejiang Wanma Co.Ltd(002276) No.: 2022032 bond Code: 149590 bond abbreviation: 210000 ma01
Announcement on joint investment with Wanhua Chemical Group Co.Ltd(600309) Wanma Wanhua upstream and downstream integration project
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions.
1、 Overview of foreign investment
1. Basic information of foreign investment
Zhejiang Wanma Co.Ltd(002276) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Zhejiang Wanma polymer material Group Co., Ltd. (hereinafter referred to as “Wanma polymer group”), is a leading cable polymer material enterprise in China Wanhua Chemical Group Co.Ltd(600309) (hereinafter referred to as ” Wanhua Chemical Group Co.Ltd(600309) “) is a new chemical materials company operating globally. It is one of the top 30 chemical enterprises in the world. Its business covers four industrial clusters: polyurethane, petrochemical, fine chemicals and emerging materials.
In order to promote the upward extension of the company’s new material industry, realize the integrated production of upstream and downstream cable polymer materials, practice national strategies such as green, energy saving and low carbon, improve product quality, optimize and upgrade product structure, and cultivate a new engine for the company’s innovative development in the field of new materials, Wanma polymer group and Wanhua Chemical Group Co.Ltd(600309) holding subsidiary Wanhua Chemical Group Co.Ltd(600309) (Fujian) new materials Co., Ltd. (hereinafter referred to as ” Wanhua Chemical Group Co.Ltd(600309) (Fujian)”) plan to jointly invest in the construction of “Wanma Wanhua upstream and downstream integration project” in Jiangyin Gangcheng Economic Zone, Fuzhou City, Fujian Province. In order to implement the upstream and downstream integration project of Wanma Wanhua, Wanma polymer group, Wanhua Chemical Group Co.Ltd(600309) (Fujian) and the Management Committee of Fuzhou Jiangyin Port City Economic Zone (hereinafter referred to as “Jiangyin Management Committee”) jointly signed the investment contract of Fuqing Wanma Wanhua upstream and downstream integration project. According to the investment contract, Wanma polymer group and Wanhua Chemical Group Co.Ltd(600309) (Fujian) will jointly establish Fujian Wanhua polymer materials Co., Ltd. (tentative name, subject to the final approval of industry and commerce, hereinafter referred to as the “project company”) to implement the upstream and downstream integration project, of which Wanma polymer group and Wanhua Chemical Group Co.Ltd(600309) (Fujian) account for 60% and 40% respectively.
2. On May 21, 2022, the 27th meeting of the 5th board of directors of the company considered and adopted the proposal on joint investment with Wanhua Chemical Group Co.Ltd(600309) Wanma Wanhua upstream and downstream integration project by 9 votes in favor, 0 votes in abstention and 0 votes against. The amount of foreign investment is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. 3. This transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization and listing stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Counterparty information
Company name: Wanhua Chemical Group Co.Ltd(600309) (Fujian) new material Co., Ltd
Unified social credit Code: 91350181ma8rtrx835
Enterprise type: other limited liability companies
Legal representative: Kou Guangwu
Registered capital: 300 million yuan
Date of establishment: March 31, 2021
Business term: from March 31, 2021 to no fixed term
Registered address: 2 / F, port service center building, Gangqian Road, Jiangyin Industrial Concentration Zone, Fuqing City, Fuzhou City, Fujian Province
Business scope: general items: new material technology promotion services; Sales of chemical products (excluding licensed chemical products); Production of chemical products (excluding licensed chemical products); Sales of special chemical products (excluding hazardous chemicals); Manufacturing of special chemical products (excluding hazardous chemicals); Manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals); Technical service, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license): import and export of goods; Technology import and export; Import and export agency (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
Shareholder Information: Wanhua Chemical Group Co.Ltd(600309) holds 80% equity of Wanhua Chemical Group Co.Ltd(600309) (Fujian), and Ningbo Zhongtao Investment Co., Ltd. holds 20% equity of Wanhua Chemical Group Co.Ltd(600309) (Fujian).
The company and its holding subsidiaries have no relationship with Wanhua Chemical Group Co.Ltd(600309) (Fujian) new materials Co., Ltd.
3、 Basic information of the proposed investment object
1. Mode of contribution: both investors contribute in cash with their own funds.
2. Basic information of the joint venture
(1) Enterprise name: Fujian Wanhua polymer material Co., Ltd. (tentative name, subject to the final approval of industry and Commerce)
(2) Enterprise type: limited liability company
(3) Registered capital: subject to industrial and commercial registration
(4) Registered address: North of Xinglin Road, Jiangyin Gangcheng Economic Development Zone
(5) Business scope: production and sales of environmental protection cable polymer materials
(6) Ownership structure:
No. proportion of capital contribution of shareholders
Zhejiang Wanma polymer material Group Co., Ltd
2 Wanhua Chemical Group Co.Ltd(600309) (Fujian) new materials Co., Ltd. 40%
Total 100%
The above information shall be subject to the registration content finally approved by the administrative department for Industry and commerce.
4、 Main contents of foreign investment contract
Party A: Management Committee of Fuzhou Jiangyin Port City Economic Zone
Party B: Zhejiang Wanma polymer material Group Co., Ltd
Party C: Wanhua Chemical Group Co.Ltd(600309) (Fujian) new materials Co., Ltd
(Party D: Fujian Wanhua polymer material Co., Ltd., “project company”, “Party D”)
1. Project name: Wanma Wanhua upstream and downstream integration project
2. Shareholder equity: Zhejiang Wanma Polymer Materials Group Co., Ltd. holds 60% equity of Party D, and Wanhua Chemical Group Co.Ltd(600309) (Fujian) new materials Co., Ltd. holds 40% equity of Party D.
3. Project land: Party D’s project land is located in the north of Xinglin Road, Jiangyin Port City Economic Zone, with a land area of about 200 mu.
The details shall be subject to the transfer contract of the use right of state-owned construction land signed by Party D and Fuqing natural resources and Planning Bureau.
4. Main products and output: the total production capacity of environmental protection cable polymer materials in the project is Shanghai Pudong Development Bank Co.Ltd(600000) tons / year. According to the construction progress of Wanhua Chemical Group Co.Ltd(600309) base material project, the construction of the integrated project is divided into two phases, and the production capacity of each phase is 300000 tons / year.
5. Input output: the total investment of the project is about 1 billion yuan. The total investment in fixed assets of the construction project under the contract includes the investment in buildings, structures and their ancillary facilities, equipment and land transfer price. The annual output value of the project shall not be less than 4 million yuan / mu after the project is completed. After the project is completed, it will be assessed continuously for 7 years, and the cumulative net warehousing tax paid in 7 years shall not be less than 1.4 million yuan / mu.
6. Liability for breach of contract: if any party violates this contract and the overall investment contract and causes losses to other parties, it shall compensate according to law.
7. Termination of the contract and land recovery: if the land cannot be supplied due to Party A, the contract shall continue to be valid with the consent of Party D, and the time of land supply shall be determined by Party A and Party D through consultation; If Party D fails to obtain all the project land agreed in the contract due to other reasons, the contract shall be terminated naturally, and Party A, Party B, Party C and Party D shall not be liable for breach of contract, and there is no need to compensate or compensate for the previous investment of each party.
If the project land has been idle for two years and the construction has not started due to Party D, with the approval of Fuqing Municipal People’s government, Fuqing natural resources and Planning Bureau and land development center shall recover the land use right according to the specified procedures, and Party A has the right to terminate this contract.
8. Other matters: this contract is made in ten originals, four for Party A and two for Party B, Party C and Party D respectively. This contract shall come into force from the date when the representatives of all parties sign and affix the official seal or special seal for contract.
5、 Purpose, existing risks and impact on the company of foreign investment
1. Purpose of this foreign investment and its impact on the company
The Wanma Wanhua upstream and downstream integration project to be implemented this time has realized the seamless connection between the modified cable material and the upstream petrochemical raw materials in the production process. The basic raw materials of Wanhua Chemical Group Co.Ltd(600309) production are transported to the production line of the joint venture through the pipeline, so that the basic petrochemical raw materials of Wanhua Chemical Group Co.Ltd(600309) production can be directly transformed into cable materials. It is the most efficient cable material production mode, and it is also the first time for China to adopt this innovative production mode. This production mode reduces the links of raw material transportation, packaging, inventory and sales management between upstream and downstream industrial chains, saves costs, greatly reduces carbon emissions, and meets the requirements of the national carbon neutralization strategy.
The total capacity of Wanma Wanhua upstream and downstream integration project to be implemented this time will reach Shanghai Pudong Development Bank Co.Ltd(600000) tons. The reduction of production cost and the improvement of production efficiency can further enhance the profitability of the company.
2. Risks of this foreign investment
(1) This foreign investment conforms to the company’s development strategic plan and has conducted sufficient feasibility analysis, but there are certain uncertainties in the development trend of the industry and the changes of market conditions, which may have an impact on the realization of future operating benefits.
(2) The operation of this project depends on the close cooperation between the two sides, and there is still some uncertainty whether the cooperation expectation can be achieved. The company will perform the corresponding decision-making approval procedures and information disclosure obligations according to the progress and investment amount;
(3) The project company needs to legally bid for the land use right of the project through public transfer such as bidding, auction and listing, which may lead to the risk of unsuccessful bidding and failure to obtain construction land in the proposed area. In addition, the project construction involves project approval, environmental protection, planning, construction and other related matters, which also need to be approved by the relevant competent departments.
(4) The project investment amount, investment intensity, output value, tax and other values in the investment contract are estimated. The relevant terms do not represent the company’s prediction of future performance, nor do they constitute a performance commitment to investors.
In addition, various uncertain factors may be faced in the process of project construction, resulting in certain uncertainty whether the project can be completed within the time limit agreed in the agreement.
Investors should invest rationally and pay attention to investment risks. The company will disclose relevant progress in time according to the project implementation progress.
It is hereby announced.
Zhejiang Wanma Co.Ltd(002276) board of directors may 23, 2002
