Securities code: 300989 securities abbreviation: Lay-Out Planning Consultants Co.Ltd(300989) Announcement No.: 2021-046 Lay-Out Planning Consultants Co.Ltd(300989)
Announcement on signing strategic cooperation 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. The strategic cooperation agreement signed this time is only a framework document for the three parties to carry out strategic cooperation. The subsequent three parties will sign a formal cooperation agreement on specific matters. There are uncertainties in the signing time, contract amount and actual implementation amount of the formal agreement. The company will perform necessary decision-making procedures and information disclosure obligations in accordance with relevant provisions. Please pay attention to investment risks.
2. The signing of this framework agreement will not have a significant impact on the company’s recent production and operation and the performance of this year.
3. Except for this strategic cooperation agreement, the company has not disclosed other strategic framework agreements in the past three years.
1、 Overview of agreement signing
On January 18, 2022, Lay-Out Planning Consultants Co.Ltd(300989) (hereinafter referred to as “company” or “party a”) signed the strategic cooperation agreement with Guangdong Tianlun growth space operation management Co., Ltd. (hereinafter referred to as “Guangdong Tianlun” or “Party B”) and Tianlun third growth space (Shenzhen) Investment Co., Ltd. (hereinafter referred to as “Tianlun third growth” or “Party C”). Based on the principles of equal consultation, mutual benefit and win-win results and common development, the three parties to the agreement carry out comprehensive cooperation in the early positioning, planning, operation, consulting and asset light agent operation of the city and the park (including development zone, cultural and tourism scenic spot, three old reconstruction and business Center), so as to explore a broader market space in the field of comprehensive operation and management consulting of Zhihui city.
The strategic cooperation agreement signed this time is a framework document for the three parties to carry out strategic cooperation. According to the articles of association and relevant provisions, it does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The signing of this Agreement does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. The company will perform the corresponding procedures and information disclosure obligations in accordance with the requirements of relevant laws and regulations after the specific cooperation matters are clarified.
2、 Basic information of partners
1. Guangdong TIANLUN
Name: Guangdong Tianlun growth space operation management Co., Ltd
Unified social credit Code: 91440604ma5768xh6w
Date of establishment: September 18, 2021
Address: assembly workshop building (room 710, seventh floor), No. 8, Bitang West Second Street, Chancheng District, Foshan City
Enterprise type: other limited liability companies
Legal representative: Yang Jianwei
Registered capital: 5 million yuan
Business scope: commercial complex management services; Education consulting services (excluding education and training activities involving license approval); Park management services; Engaging in investment activities with its own funds; Organize cultural and artistic exchange activities; Entertainment exhibition; Management of scenic spots; Sports health services; Internet sales (except sales of goods requiring license); Graphic Artist Designer; Advertising design and agency; Advertising production; Literary and artistic creation; Financing advisory services; Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Marketing planning; Corporate image planning; Socio economic advisory services; Professional design services; Project planning and public relations services; business management; Consulting and planning services; Other cultural and art brokerage agents; Housing lease; Non residential real estate leasing; Conference and exhibition services; Passenger ticket agent; Digital cultural creative content application service; Digital culture creative software development; Camera and video production services; Cultural and entertainment broker services; Film production services; Film and television art props setting service; Engineering technical services (except planning management, survey, design and supervision); Catering management; Personal internet live broadcasting service; Software development; Procurement agency services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Ownership structure: Foshan Creative Industrial Park Investment Management Co., Ltd. holds 60% and Guangdong a, B and C Investment Co., Ltd. holds 40%.
2. Tianlun third growth
Name: Tianlun third growth space (Shenzhen) Investment Co., Ltd
Unified social credit Code: 91440300342900949f
Date of establishment: June 19, 2015
Address: 1 / F, No. 30, Taohua Road West, free trade zone, Fubao street, Futian District, Shenzhen
Enterprise type: limited liability company
Legal representative: Yang Jianwei
Registered capital: RMB 1 million
Business scope: investment and establishment of industries (specific projects will be reported separately); Invest in creative industries, footwear, tourism, catering, sports and entertainment, clothing, textile, furniture and advertising (specific projects will be reported separately); Investment consulting; Enterprise management consulting, information consulting, software technology development and consulting; Real estate brokerage; Marketing planning; Planning of cultural activities; Construction engineering technical consultation and architectural design consultation. (except for projects prohibited by laws, administrative regulations and decisions of the State Council, restricted projects can be operated only after obtaining permission); Literary and artistic creation; Film and television art props setting service; Film production services; Advertising production; Cultural and entertainment broker services; Procurement agency services; Camera and video production services; Professional design services; Project planning and public relations services; Advertising release (non radio, television and newspaper publishers); Advertising design and agency; Graphic Artist Designer; Internet sales (except sales of goods requiring license). (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license). The permitted business items are: film distribution; TV drama production; TV drama distribution; Production of electronic publications; Production of audio-visual products; Production and operation of radio and television programs; Performance brokerage; Internet live broadcasting service (excluding news information service, online performance and online audio-visual program). (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Ownership structure: Foshan Creative Industrial Park Investment Management Co., Ltd. holds 60% and Guangdong a, B and C Investment Co., Ltd. holds 40%.
3. Association description
Guangdong Tianlun and Tianlun third growth are the holding subsidiaries of Foshan Creative Industrial Park Investment Management Co., Ltd. the company has no relationship with Guangdong Tianlun, Tianlun third growth and their shareholders.
4. Similar transactions
In recent three years, the company has no similar transactions with Guangdong Tianlun and Tianlun third growth.
5. Performance capability analysis
After inquiry, Guangdong Tianlun and Tianlun third growth are independent legal entities established and existing according to law. They are not dishonest Executees and have good performance ability.
3、 Main contents of the agreement
(I) purpose of cooperation
Party A is a planning and design research institution with technical expertise in the field of planning and design. Based on the technical concept of “action planning + operation consulting”, Party A is committed to becoming a “smart city planning and operation expert”. The company is actively exploring and arranging in the fields of Industrial Park Management consulting and park operation.
Both Party B and Party C are comprehensive industrial park investment and operation management companies, with professional management teams and rich success stories in the field of Industrial Park operation consulting. Party B and Party C jointly created the “Foshan Creative Industrial Park” project with its controlling shareholder Foshan Creative Industrial Park Investment Management Co., Ltd. through the transformation of old factories and professional operation management. At present, the project covers an area of 130000 ㎡ and a construction area of 250000 ㎡. The park has won more than 60 titles, such as “National Night economic and cultural tourism gathering area”, “top ten night markets loved by Chinese tourists in 2020”, “the first batch of provincial characteristic demonstration pedestrian streets”, “National Science and technology enterprise incubator” and “national maker space”.
The park has been occupied by more than 1200 enterprises. It has become a national well-known creative industry park, a leading modern service industry park operator and a demonstration site for the transformation of the three old buildings. It has been listed as a key construction project of the Guangdong Provincial Government in 2010. The transformation case has been selected for the 2010 Shanghai World Expo.
Based on the principles of equal consultation, mutual benefit and common development, Party A, Party B and Party C give full play to their respective resource endowments and carry out comprehensive cooperation in planning, consulting, operation and industry around the field of operation consulting services. (II) cooperation mode
Party A, Party B and Party C plan to jointly invest in the establishment of a joint venture and introduce a professional team to explore a broader market space in the field of comprehensive operation and management consulting of smart city around the main businesses such as early positioning, planning, operation and consulting services, asset light agent operation and urban industrial planning of the city and the park (including development zone, cultural and tourism scenic spot, three old reconstruction, business center, etc.).
(III) joint venture
1. Establishment of the company: after signing this strategic cooperation agreement, Party A, Party B and Party C jointly expand industrial consulting, operate new businesses in the park and establish a joint venture at the same time. The registered address and business premises of the joint venture are located in Shenzhen. The name of the joint venture is preliminarily proposed to be Shenzhen tianlunlei Olympic Camp Management Co., Ltd. (hereinafter referred to as “tianlunlei company”), and the specific name shall be determined through consultation between Party A, Party B and Party C, and finally subject to the approval of the industrial and commercial authorities.
2. Equity structure: the registered capital and equity structure of the joint venture shall be separately determined by Party A, Party B and Party C through negotiation. After the registration and establishment of the joint venture, the paid in capital of the first phase is RMB 1 million, and Party A, Party B and Party C respectively pay in capital contribution according to the shareholding ratio.
3. Main business: the main business of the joint venture is urban and Park industrial planning consulting and park agent operation business. Through the business model of industrial planning consulting and agent operation, the joint venture provides the entrusting party with park planning and design, engineering management, industrial consulting, investment attraction, operation management and other services.
With the further development of the joint venture’s business, it will gradually promote the exploration and layout of the joint venture in new business areas such as park leasing operation, investment and M & A, equity participation operation and so on.
4. Corporate governance
As strategic partners, Party A, Party B and Party C enjoy corresponding shareholder rights in accordance with the relevant provisions of the formal cooperation agreement and the articles of association of the joint venture; The three parties have the right to know about the business affairs of the joint venture and one vote veto on major matters of foreign business.
The joint venture company has executive director, general manager, deputy general manager, chief financial officer, financial manager and supervisor. The specific personnel arrangement shall be further negotiated and determined by Party A, Party B and Party C.
(IV) brand authorization
After the establishment of Tianlun Leo company, the three parties agreed that Party A will authorize ” Lay-Out Planning Consultants Co.Ltd(300989) ” and other brands, and Party B will authorize “Tianlun growth” and “Foshan Creative Industry Park” and other brands to the joint venture for free for external brand publicity, market promotion, successful case display and other purposes.
In the process of project expansion, Tianlun Leo company needs “urban and rural planning preparation qualification” and “engineering design qualification”, and Party A cooperates to provide relevant business services through outsourcing procurement or subcontracting from Party A.
(V) other matters
1. Matters not covered in this Agreement and problems arising from cooperation shall be settled through friendly negotiation by the three parties on the principle of seeking truth from facts, fairness and rationality.
2. Party A, Party B and Party C agree to sign a formal cooperation agreement on specific matters of strategic cooperation on the basis of this Agreement and under the full communication and consultation of the three parties. In case of any inconsistency between this Agreement and the formal cooperation agreement, the formal cooperation agreement shall prevail.
3. This agreement is made in sextuplicate, with each party holding two copies, which have the same legal effect.
4. This Agreement shall come into force from the date when the three parties affix their official seals.
4、 Impact on the company
1. This cooperation is conducive to the three parties to give full play to their respective resource endowments, carry out in-depth cooperation and layout in planning, consulting, operation and industry around the field of operation consulting services, which is of positive significance to the company’s continuous improvement of its own industrial chain layout, and is conducive to the company’s development of a broader market space in the field of comprehensive operation management consulting of smart city, Further improving the company’s market competitiveness and sustainable profitability is in line with the company’s long-term development strategy and the interests of all shareholders.
2. The strategic cooperation agreement signed this time is only a framework document for the three parties to carry out strategic cooperation. The subsequent three parties will sign a formal cooperation agreement on specific matters. There are uncertainties in the signing time, contract amount and actual implementation amount of the formal agreement. The signing of this framework agreement will not have a significant impact on the company’s financial status and operating results in this year and future fiscal years, and will not affect the company’s business independence.
5、 Risk tips
The strategic cooperation agreement signed this time is a framework document for the three parties to carry out strategic cooperation. The signing of the Agreement establishes the strategic cooperation relationship between the three parties and lays a foundation for the three parties to promote the follow-up specific project cooperation. However, the final implementation requires the signing of a formal cooperation agreement, and the signing time, contract amount and actual implementation amount of the formal agreement are uncertain, The signing of this framework agreement will not have a significant impact on the company’s recent production and operation and the performance of this year.
The company will actively promote the follow-up cooperation matters involved in this strategic cooperation agreement, and timely perform the decision-making procedures and information disclosure obligations in strict accordance with relevant regulations. Please pay attention to the investment risks.
6、 Other relevant instructions
1. In addition to this strategic cooperation agreement, the company has not disclosed other strategic framework agreements in the past three years. 2. Within three months before the signing of this agreement, the shareholding of the company’s controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers has not changed. As of the disclosure date of this announcement, the company has not received any plans from the controlling shareholders, shareholders holding more than 5% of the shares and the directors, supervisors and supervisors on reducing the shares of the company. In the next three months, there will be no lifting of restrictions on the sale of restricted shares held by controlling shareholders, shareholders holding more than 5% and directors, supervisors and Gao of the company.
7、 Documents for future reference
The strategic cooperation agreement signed by the company with Guangdong Tianlun and Tianlun third growth.
It is hereby announced.
Lay-Out Planning Consultants Co.Ltd(300989) board of directors January 19, 2022
