Securities code: 600778 securities abbreviation: Xinjiang Youhao(Group)Co.Ltd(600778) Announcement No.: lin2022-008 Xinjiang friendship (Group) Co., Ltd
Announcement on signing termination agreement and lease contract with Xinjiang leading industry (Group) Co., Ltd
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● in this announcement, "Xinjiang friendship (Group) Co., Ltd." is referred to as "the company" or "the company", and "Xinjiang leading industry (Group) Co., Ltd." is referred to as "leading group".
● the company signed the termination agreement with the leading group on the business management and consulting service contract signed in the early stage, terminated the trademark business license and business management and consulting services of the leading supermarket Hami Square North Road store involved in the original contract in advance, and signed the house lease contract with the leading group on the business site of the leading supermarket Hami Square North Road store, The lease term is 17 years and 10 months, and the total rent is 57.9642 million yuan.
● this transaction has been deliberated and approved at the 31st meeting of the 9th board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
● impact on Listed Companies: this transaction is conducive to giving full play to the company's main business operation advantages, further improving the regional operation layout, expanding the market share of supermarket formats, conforming to the company's supermarket chain development strategy, and will not have an adverse impact on the company's financial status, operating performance and sustainable operation ability. 1、 Event overview
Upon deliberation and approval of the 16th meeting of the ninth board of directors and the 2019 annual general meeting of shareholders, the company signed the business management and consulting service contract with the leading group, provided the "trademark" and "friendly" trade name owned by the company to Hami Square North Road store, a leading supermarket under the leading group, and provided business management and consulting services for the supermarket. For details, the company published on Shanghai Securities News and the website of Shanghai Stock Exchange on April 28, 2020 and May 20, 2020 respectively（ http://www.sse.com.cn. ）Lin 2020-008, 009, 016 and Lin 2020-025.
Hami Square North Road store, a leading supermarket, is located in the central area of Hami, with superior geographical location, convenient transportation, dense surrounding population, large passenger flow, matching commercial maturity and population scale, and there is great room to improve the consumption capacity of the customer group. In view of the good business foundation and development potential of the project, in order to further improve the strategic layout, Filling the gap of the company's commercial outlets in Hami, Xinjiang, the company signed the termination agreement with the leading group on the business management and consulting service contract signed in the early stage, so as to terminate the trademark business license and business management and consulting service of the leading supermarket Hami Square North Road store involved in the original contract in advance, And signed the "house lease contract" with the leading group on the business site of the leading supermarket Hami Square North Road store for independent operation. The lease term is 17 years and 10 months, and the total rent is 57.9642 million yuan.
The termination agreement and lease contract signed between the company and the leading group have been deliberated and approved at the 31st meeting of the ninth board of directors held on January 20, 2022, and need not be submitted to the general meeting of shareholders for deliberation. The company has no affiliated relationship with the lessor and property owner of the leased place, and this transaction does not constitute a connected transaction.
2、 Basic information of counterparty
Company name: Xinjiang leading industry (Group) Co., Ltd
Address: No. 86, East Tianshan Road, Yizhou District, Hami City, Xinjiang
Type: limited liability company (invested or controlled by natural person)
Registered capital: 86 million yuan
Date of establishment: October 26, 1994
Legal representative: Zhang Libo
Unified social credit Code: 916522012291338644
Prepackaged food, bulk food, dairy products (including infant formula milk powder and liquid milk); Do it now and sell it now (flour products; pastries); Health Food; Sales of books, audio-visual products; (the above operations are limited to branches only) catering services, department stores, knitwear, clothing, cultural goods, sporting goods, household appliances, communication equipment, digital products, jewelry, cosmetics, children's toys, daily sundries, hardware, chemical products, building materials, metal materials, electromechanical products, livestock products Sales of agricultural and sideline products, decoration materials, fresh vegetables, fresh meat and egg products, kitchen and toilet supplies, family planning supplies and electronic monitoring equipment; Processing and sales of meat products and by-products; Processing and sales of jewelry and jade; Lease of business premises; Children's entertainment; Mining development; estate management; Parking service; Enterprise management services; Socio economic advisory services; Conference and exhibition services; Housekeeping services; Enterprise marketing planning services; Advertising design and production.
3、 Main contents of termination agreement and lease contract
(I) main terms of termination agreement of business management and consulting service contract
Party A: Xinjiang leading industry (Group) Co., Ltd
Party B: the company
1. Through consultation, Party A and Party B agree to terminate the trademark and trade name use license and business management and consulting services of the leading supermarket Hami Square North Road store involved in the business management and consulting service contract and its annex trademark and trade name license agreement in advance.
2. Party A and Party B shall settle all relevant expenses of leading supermarket Hami Square North Road store before signing this termination agreement.
(II) main terms of house lease contract
Party A (lessor): Xinjiang leading industry (Group) Co., Ltd
Party B (lessee): the company
1. Leased premises: the first floor above the ground of Guangchang North Road store, No. 6, Guangchang South Road, Yizhou District, Hami City, Xinjiang, with a leased area of 5731.6 square meters, which shall be subject to the plan of the leased house and the surveying and mapping report of the area provided by Party A.
2. Lease term: the lease term of the house leased by Party A to Party B is from March 1, 2022 to December 31, 2039. Upon the expiration of the contract, if Party B continues to lease the house, it shall have the priority of leasing, but it shall submit a written application to party a 90 days before the expiration of the contract, and both parties shall sign a separate contract.
3. Detailed statement of rent payment cycle (including tax rent)
Number of rental payment periods starting date ending date rental turnover (10000 yuan)
Phase I March 1, 2022 December 31, 2022 232.64
Phase II January 1, 2023 December 31, 2023 279.17
Phase III January 1, 2024 December 31, 2024 279.17
Phase IV January 1, 2025 December 31, 2025 295.72
Phase V January 1, 2026 December 31, 2026 295.72
Phase VI January 1, 2027 December 31, 2027 295.72
Phase VII January 1, 2028 December 31, 2028 313.42
Phase VIII January 1, 2029 December 31, 2029 313.42
Phase IX January 1, 2030 December 31, 2030 313.42
Phase 10 January 1, 2031 December 31, 2031 332.37
Phase Xi January 1, 2032 December 31, 2032 332.37
Phase XII January 1, 2033 December 31, 2033 332.37
Phase XIII January 1, 2034 December 31, 2034 352.64
Phase XIV January 1, 2035 December 31, 2035 352.64
Phase XV January 1, 2036 December 31, 2036 352.64
Phase XVI January 1, 2037 December 31, 2037 374.33
Phase 17 January 1, 2038 December 31, 2038 374.33
Phase 18 January 1, 2039 December 31, 2039 374.33
The total rent is 5796.42
4. Rent payment: the rent is paid once a year. Party B shall pay the corresponding rental fee within 10 working days after receiving the special VAT invoice provided by Party A 30 working days before each lease term. If Party A fails to provide the special VAT invoice, Party B shall not be liable for overdue payment. In case of legal holidays, Party B shall pay on the first working day after the end of the legal holidays.
5. Termination of contract
(1) This contract can be terminated or terminated in advance after both parties reach an agreement and sign a written document. (2) If Party B has suffered losses for two consecutive years (subject to Party B's financial statements), based on the principle of maximizing the cooperation interests of both parties, Party B has the right to unilaterally terminate this contract in advance by notifying Party A in writing at least ninety (days) in advance, and Party B does not need to give any compensation or compensation to Party A for such early termination. (3) Within 30 days from the termination of the lease relationship between Party A and Party B, Party B shall clean up its own articles and return the house to Party A. Party B shall not bear the rent for the 30 days, but only pay the energy consumption related to public utilities.
(4) No matter how the contract is terminated or terminated in advance, Party B shall not bear the responsibility for restoring the house to its original state or making compensation.
4、 The purpose of the connected transaction and its impact on the listed company
This transaction is conducive to give play to the company's main business operation advantages, further improve the regional operation layout, help to expand the market share of supermarket format, comply with the company's supermarket format chain development strategy, and will not have an adverse impact on the company's financial status, operating performance and sustainable operation ability.
5、 Directory of documents for future reference
(I) resolutions of the 31st meeting of the ninth board of directors of the company;
(II) Termination Agreement (Draft):
(III) house lease contract (Draft).
It is hereby announced.
Board of directors of Xinjiang friendship (Group) Co., Ltd. January 21, 2022
