Liao Ning Oxiranchem Inc(300082) announcement on signing the strategic cooperation framework agreement for light hydrocarbon terminal project
Securities code: 300082 securities abbreviation: Liao Ning Oxiranchem Inc(300082) Announcement No.: 2022-003 Liao Ning Oxiranchem Inc(300082)
Announcement on signing the strategic cooperation framework agreement for light hydrocarbon terminal project
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. The signed strategic cooperation framework agreement for light hydrocarbon terminal project (hereinafter referred to as “this Agreement”) is only an intentional strategic cooperation framework agreement and does not constitute an investment obligation. The specific investment matters need to be determined through negotiation according to the project feasibility study report, And perform the corresponding approval and disclosure procedures in accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other laws and regulations.
2. The subsequent progress of the project involved in this agreement is still uncertain. Please pay attention to the investment risks.
1、 Overview
Recently, Liao Ning Oxiranchem Inc(300082) (hereinafter referred to as “the company”) signed the strategic cooperation framework agreement for light hydrocarbon terminal project with Dalian Changxing Island Economic and Technological Development Zone Management Committee (hereinafter referred to as “Changxing Island Management Committee”) and Dalian Menglian Petrochemical Co., Ltd. (hereinafter referred to as “Menglian petrochemical”), The three parties intend to establish a joint venture in Dalian Changxing Island (Xizhong Island) petrochemical industry base. The company holds 35% of the equity of the joint venture and invests in the construction of light hydrocarbon Wharf Project (hereinafter referred to as the “project”) with the joint venture. The total investment of the project is expected to be about 580 million yuan (subject to the feasibility study report and project approval documents).
This Agreement does not involve related party transactions and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the other party
1. Dalian Changxing Island Economic and Technological Development Zone Management Committee
Name: Dalian Changxing Island Economic and Technological Development Zone Management Committee
Nature: local government agency
Legal representative: Yang Guangzhi
Address: No. 600, Changxing Road, Changxing Island Economic and Technological Development Zone, Dalian
Related relationship: the company has no related relationship with Changxing Island Management Committee
Liao Ning Oxiranchem Inc(300082) announcement on signing the strategic cooperation framework agreement for light hydrocarbon terminal project
2. Dalian Menglian Petrochemical Co., Ltd
Name: Dalian Menglian Petrochemical Co., Ltd
Address: No. 8, haigao Road, xizhongdao Petrochemical Industrial Park, Changxing Island Economic and Technological Development Zone, Dalian
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Liu Ruiqiang
Registered capital: RMB 100 million
Business scope: Sales of chemical products, import and export of goods and technology, road transportation of dangerous goods (Class 2, item 1) (except highly toxic chemicals), ordinary road transportation of goods, production of dangerous chemicals. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Related relationship: the company has no related relationship with Menglian petrochemical
3、 Main contents of the agreement
Party A: Dalian Changxing Island Economic and Technological Development Zone Management Committee, and Dalian xizhongdao Petrochemical Industrial Park Development Co., Ltd., as a subsidiary of Party A, is regarded as Party A (hereinafter collectively referred to as “party a”)
Party B: Liao Ning Oxiranchem Inc(300082)
Party C: Dalian Menglian Petrochemical Co., Ltd
(I) purpose of cooperation
1. The joint venture established by the three parties focuses on the storage of petrochemical raw material liquids such as light hydrocarbons and olefins. 2. The joint venture company takes into account the supporting services of wharf pipe gallery and auxiliary production, and provides wharf service support for enterprises settled in the park such as Party B.
(II) project content
1. It mainly includes one 10000 ton liquefied hydrocarbon berth, one 10000 ton liquid chemical berth, tank farm and land supporting facilities. Finally, the tonnage shall be determined according to the calculation results of the actual situation, and the feasibility study report shall prevail. 2. The final red line area, coastline and special sea area of the project shall be subject to the planning and design conditions or relevant approval documents issued by the planning management department and port management department according to the actual needs of the project and relevant specifications.
3. The total investment of the project is about 580 million yuan, and the specific investment is subject to the feasibility study report and project approval documents.
(III) establishment of the company
1. Operation and management: in order to perform the project, Party A, Party B and Party C jointly initiated the establishment of a project joint venture (hereinafter referred to as the joint venture). The joint venture is incorporated in Changxing Island. The joint venture implements the investment scheme and construction of the project, and Party B is responsible for the operation and management of the joint venture.
Liao Ning Oxiranchem Inc(300082) announcement on signing the strategic cooperation framework agreement for light hydrocarbon terminal project
2. Equity setting: the registered capital of the joint venture shall be determined by Party A, Party B and Party C through negotiation. Party A holds 55%, Party B holds 35%, Party C holds 10%, and Party A’s consolidated financial statements.
3. Mode of capital contribution: Party A shall give priority to the land use right / shoreline use right as shares, and Party B and Party C shall make capital contribution in currency. Each party may subscribe the capital contribution first and inject capital in the same proportion as the project progresses (except Party A). Party A needs to evaluate the land use right / shoreline use right of the project (the evaluation company shall be evaluated by the evaluation company jointly recognized by the three parties), and the final evaluation result shall be used as the basis for the capital contribution of each shareholder of the joint venture after being unanimously agreed by the three parties.
4. Corporate Governance: the shareholders’ meeting of the joint venture company is the highest authority of the company. The shareholders’ meeting is composed of all shareholders and exercises voting rights according to the proportion of capital contribution. Resolutions of the shareholders’ meeting can be implemented only with the consent of shareholders representing more than 2 / 3 of the voting rights.
The board of directors of the joint venture consists of 5 directors, of which 3 are appointed by Party A, 1 by Party B and 1 by Party C.
5. In the event that the joint venture company introduces major customers in the future, if Party A, Party B and Party C determine that they are major customers of the joint venture company, Party B and Party C agree that Party A transfers part of its equity and waives the preemptive right to this part of equity. If the equity transferred by Party A to major customers exceeds the shareholding proportion of Party B, Party B will not give up the preemptive right.
(IV) others
1. This framework agreement serves as the basic document for other subsequent cooperation contracts between the three parties.
2. The joint venture fails to meet the requirements of national or local policies (such as planning, sea use, energy use, environmental assessment, etc.) and fails to obtain corresponding approval procedures, resulting in the failure to start the project and the invalidation of this cooperation framework agreement.
3. The project involved in this agreement still needs Party B to perform the necessary internal approval procedures.
4. For matters not covered in this agreement, the three parties shall sign a supplementary agreement as an integral part of this agreement.
5. This contract shall come into force after being signed and sealed by Party A, Party B and Party C.
4、 Purpose of investment and its impact on the company
Dalian Changxing Island (Xizhong Island) petrochemical industry base is one of the seven major petrochemical industry bases planned by the state and the only national petrochemical industry base in Northeast China. Its goal is to “build a world-class petrochemical industry base” and is the preferred base for the implementation of key projects in the company’s “14th five year plan”.
Changxing Island (Xizhong Island) petrochemical industry base is rich in petrochemical industry resources, complete infrastructure and unique ports and terminals. In the 14th five year plan of Changxing Island petrochemical industry base, the oil refining scale will reach 40 million tons, the ethylene scale will reach 8 million tons, the p-xylene (PX) scale will reach 10 million tons, and the propylene scale will reach 4 million tons
Liao Ning Oxiranchem Inc(300082) announcement on signing the strategic cooperation framework agreement for light hydrocarbon terminal project
By 2030, the scale of ethylene is planned to reach 10 million tons and the scale of propylene will reach 6 million tons. The project will make full use of the unique advantages of Dalian Changxing Island (Xizhong Island) petrochemical industry base, such as rich petrochemical industry resources, complete infrastructure and favorable timing and location of port and wharf, to invest in and participate in the operation of light hydrocarbon wharf project, focusing on ensuring the demand of the company’s project for ethylene and other upstream raw materials, It has a close synergistic effect with the epoxy and carbon dioxide derived green low-carbon fine chemical project that the company plans to invest and build in Dalian Changxing Island (Xizhong Island) petrochemical industry base.
At the same time, the investment and construction of the project is of great significance in promoting the construction of supporting service facilities of Dalian Changxing Island (Xizhong Island) petrochemical industry base. It has important economic and social value in promoting the transformation and upgrading of “old brands”, the in-depth development of “original brands” and the cultivation and expansion of “new brands” in Liaoning Province, and promoting the high-quality development of China’s ethylene oxide green low-carbon industry and other petrochemical industries.
5、 Risk tips
1. This agreement is only an intentional strategic cooperation framework agreement and does not constitute an investment obligation. The specific investment matters need to be determined through negotiation according to the project feasibility study report, and perform the corresponding approval procedures in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association.
2. The project land involved in this Agreement shall be handled in accordance with the land use procedures specified in the current national laws, regulations and policies and obtained by means of bidding, auction or listing. There are uncertainties in whether the land use right can be won, the final transaction area, price and acquisition time of the land use right.
3. If the project involved in this agreement is subsequently implemented, it still needs pre-approval procedures such as project approval and filing by government departments, public land transfer, environmental assessment, energy review and approval and construction permit. In case of changes in implementation conditions such as national or local policy adjustment and project approval, there may be risks of change, extension, suspension or termination.
4. There are uncertainties in the performance of this Agreement and the signing and performance of subsequent formal agreements. Please pay attention to the investment risks.
6、 Documents for future reference
Strategic cooperation framework agreement for light hydrocarbon terminal project.
It is hereby announced.
Liao Ning Oxiranchem Inc(300082) board of directors January 17, 2002
