Securities code: 301037 securities abbreviation: Shanghai Baolijia Chemical Co.Ltd(301037) Announcement No.: 2022-009 Shanghai Baolijia Chemical Co.Ltd(301037)
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. Important:
1. The implementation of the project involved in this agreement still needs pre-approval procedures such as project approval and filing of government departments, public land transfer, EIA approval and construction permit. In case of changes in implementation conditions such as national or local policy adjustment and project approval, the implementation of the project may have the risk of change, extension, suspension or termination;
2. This investment has risks such as market environment and operation management. Since the construction and implementation of the project requires a certain period, it is expected that it will not have a significant impact on the company’s performance in the short term;
3. After the project is completed and fully put into operation, the actual achievement situation and time are affected by national policies, laws and regulations, industry macro environment, market development, operation management, capacity and utilization, and there are still uncertainties; The project investment amount, construction period, investment intensity, output value, tax and other values disclosed in the project are planned or estimated, which are uncertain and do not represent the company’s prediction of future performance or constitute a performance commitment to shareholders. The company solemnly reminds investors of rational investment. Please pay attention to investment risks.
4. The investment capital of this project comes from the self raised funds of the company. The investment scale is large, and there is uncertainty whether the funds can be in place on time. The fund-raising in the process of investment and construction and the smoothness of financing channels will make the company bear certain capital pressure and financial risks, In the process of project construction, there is a risk that the project cannot be implemented due to the lack of timely fund-raising.
5. The project needs to be submitted to the general meeting of shareholders for deliberation, and the project investment agreement will come into force after being deliberated and adopted by the general meeting of shareholders of the company.
1、 Overview of foreign investment
Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as “the company”) deliberated and adopted the proposal on signing the project investment agreement at the fifth meeting of the third board of directors held on January 22, 2022. After friendly negotiation, based on the principles of equality, mutual benefit and win-win results, The company plans to sign the project investment agreement with the Management Committee of Henan Puyang Industrial Park (hereinafter referred to as the Management Committee of Puyang Industrial Park). The company plans to invest in the construction of 200000 ton resin production line and supporting infrastructure in Henan Puyang Industrial Park, with a total investment of about 350 million yuan.
This matter has been deliberated and approved at the fifth meeting of the third board of directors held by the company on January 22, 2022, and can be implemented only after it is submitted to the general meeting of shareholders of the company for deliberation and approval.
This foreign investment 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. 2、 Introduction to the counterparty 1. Name: Henan Puyang Industrial Park Management Committee 2. Address: southwest corner of the intersection of Huanghe East Road and Changhu Road, Puyang City, Henan Province 3. Person in charge: Wu Linran 4. Registered capital: RMB 23.807 million 5. Unified social credit Code: 12410900mb0t74321p6. Business scope: providing management guarantee for Puyang Industrial Park, Puyang Industrial Park Management 7. Registration authority: Puyang institutional establishment committee 8. Nature of the unit: local government organization 9. Relationship with listed companies: no relationship. Henan Puyang Industrial Park Management Committee has good credit status and good performance ability. 3、 Main contents of the agreement
Party B: Shanghai Baolijia Chemical Co.Ltd(301037) (I) project overview
The total investment of the project is 350 million yuan. The project mainly constructs a resin production line with an annual output of 200000 tons and supporting infrastructure. After the completion of the project, it is expected that the annual output value will be 1 billion yuan and the annual tax will be 30 million yuan. (II) project land
According to the needs of the project, Party A plans to provide about 100 mu of land located in Puyang Industrial Park (the specific area and location of the land shall be subject to the survey and demarcation map of the parcel of land) for project construction. The parcel of land is industrial land, which adopts the methods of “standard land” and “flexible transfer” (the specific transfer method shall be subject to the government policy).
Payment method: Party B shall pay the land transfer fee in accordance with the contract for the transfer of state owned land use right. (III) project construction
Land acquisition procedure: Party B shall ensure that after the listing of the project land, the listing shall be removed in strict accordance with the specified time and manner. Without the approval of Party A and the natural resources department, Party B shall not change the land use of the project land, nor lease or transfer the land.
Project construction period: the construction period of the project is 24 months, which is divided into two phases. Party B shall ensure that the project land is delisted according to the specified time and method after listing, and start construction within 6 months from the date of obtaining the real estate property right certificate, complete the first phase of production within 12 months, and complete all fixed asset investment. If the construction is delayed due to force majeure or policy reasons, the construction period can be postponed accordingly. Party A agrees to Party B’s overall design, phased construction and phased acceptance. The formal commencement time and formal production time of the project shall be jointly determined by Party A and Party B. Party B promises that within 30 days from the date of signing this agreement, Party B shall register a company with independent accounting and independent legal personality in Puyang Industrial Park, and bear the rights and obligations agreed in the agreement. (IV) access conditions
The projects invested and constructed by Party B in the Industrial Park shall comply with the national industrial policies, market access standards, energy conservation, environmental protection, safety and other regulations; Party B shall ensure that the investment intensity of fixed assets is not less than 3 million yuan / mu and the tax is not less than 150000 yuan / mu. If Party B fails to meet the above requirements of per mu investment intensity of fixed assets and per mu tax, it will not enjoy the project preferential policies and incentive funds. (V) obligations of Party A
1. Party A shall provide the whole process service for the project construction, assist Party B in handling the preliminary procedures such as company establishment, industrial and commercial tax registration, filing, construction application, safety assessment and environmental assessment, as well as the relevant procedures in the process of project commencement and construction, as well as the industrial and commercial, tax and other approval procedures after project construction. Party A shall be responsible for coordinating and solving the problems in the whole process of project construction, Ensure that the project is completed on schedule.
2. Party A shall provide Party B with a good investment and business environment, protect Party B’s legitimate rights and interests according to law, provide Party B with preferential policies such as land incentives, taxes and talents, and ensure that the preferential policies are fulfilled as agreed.
3. Party A guarantees Party B’s independent construction right and management right of the project, and creates a good construction environment for Party B’s project construction; Party A has the right to inspect and supervise the construction and operation of Party B and put forward opinions and suggestions. (VI) obligations of Party B
1. Party B shall start the project company registration procedure within 30 working days after signing the contract, and start the construction within 6 months after obtaining the real estate certificate. The construction period of phase I is 12 months. Party B shall promote the project construction according to the agreed time nodes to ensure that the project is put into operation on time and effective. If the construction is delayed due to force majeure or policy reasons, the construction period can be postponed accordingly.
2. Establish production companies or associated sales companies in Puyang Industrial Park and pay taxes to ensure that the main business transactions and transaction settlement (including project construction) are completed in the industrial park.
3. Party B’s project company shall give priority to creating more jobs for the people within Party A’s jurisdiction and increasing their income channels.
(VII) liability for breach of contract
1. After the contract comes into force, if there is a breach of contract, the breaching party shall bear the corresponding liability for breach of contract and compensate the other party for the corresponding economic losses: if Party B stops work or business due to Party A, it shall be deemed as Party A’s breach of contract (except national policies and regulations), and Party A shall compensate the corresponding economic losses; If Party B fails to start the construction according to the time requirements agreed in the contract and fails to meet the construction progress requirements (except for irresistible factors), Party A shall notify Party B to perform the contract as soon as possible. If Party B fails to meet the requirements 30 days after Party A’s notice, Party A has the right to terminate this contract. In case of idle land, Party A may suggest the natural resources and planning department to dispose of the land according to law in accordance with relevant laws and regulations, and the financial reward enjoyed by Party B in accordance with the contract shall be returned to Party A in full.
2. If Party B constructs and operates legally according to regulations and Party A commits the following acts, Party B has the right to investigate Party A’s liability for breach of contract and terminate the contract.
(1) If Party A fails to ensure that Party B obtains the right to use the project land in accordance with the contract for the transfer of state owned land use right;
(2) Party A fails to honor the preferential policies as agreed without reason;
(3) Party A fails to assist Party B in handling project related procedures as promised.
3. Party A shall supervise Party B’s performance activities in accordance with laws and regulations. If Party B commits the following acts, Party A shall have the right to terminate this contract and require Party B to compensate all losses caused thereby.
(1) Party B changes the land use without authorization;
(2) Party B changes the construction content and project nature without authorization;
(3) Party B transfers the land use right and project ownership without the consent of Party A;
(4) Party B fails to pay taxes according to regulations;
(5) Party B fails to reach the investment intensity of fixed assets, average tax per mu and the commencement and completion period as agreed in the contract. (VIII) supplementary provisions
1. The incentive funds listed under this contract shall be mainly used by Party B for scientific and technological R & D, technological transformation and increasing fixed asset investment of the main enterprises in Puyang Industrial Park.
2. This agreement is made in quadruplicate, with each party holding two copies, which shall be signed and sealed by the legal representatives of both parties or the third person entrusted by the legal representatives. This Agreement shall come into force after being deliberated and approved by the Shanghai Baolijia Chemical Co.Ltd(301037) general meeting of shareholders. 4、 Purpose of this investment and its impact on the company
This external investment is mainly aimed at further expanding the production capacity of acrylic emulsion and developing other resin products besides acrylic acid emulsion, meeting the market demand of downstream customers, and further enhancing the market competitiveness of the company. The capital source of this foreign investment is the company’s self raised funds. Since the construction and implementation of the project requires a certain period, the company will invest funds by stages according to the project planning, which will not have a great impact on the company’s operation and financial status in the short term. The performance of this investment agreement will not adversely affect the business independence of the company. 5、 Risk tips
1. The implementation of the project involved in this agreement still needs pre-approval procedures such as project approval and filing of government departments, public land transfer, EIA approval and construction permit. In case of changes in implementation conditions such as national or local policy adjustment and project approval, the implementation of the project may have the risk of change, extension, suspension or termination.
2. The investment has risks such as market environment and operation management. Since the construction and implementation of the project requires a certain period, it is expected that it will not have a significant impact on the company’s performance in the short term.
3. After the project is completed and fully put into operation, the actual achievement situation and time are affected by national policies, laws and regulations, industry macro environment, market development, operation management, production capacity and utilization, and there are still uncertainties. The project investment amount, construction period, investment intensity, output value, tax and other values disclosed in the project are planned or estimated, which are uncertain and do not represent the company’s prediction of future performance or constitute a performance commitment to shareholders. The company solemnly reminds investors of rational investment. Please pay attention to investment risks.
4. The investment capital of this project comes from the self raised funds of the company. The investment scale is large, and there is uncertainty whether the funds can be in place on time. The fund-raising and the smoothness of financing channels in the process of investment and construction will make the company bear certain capital pressure and financial risks. There is a risk that the project cannot be implemented because the fund-raising cannot be in place in time in the process of project construction, Please pay attention to investment risks. 6、 Other
The company will timely perform the obligation of information disclosure according to the progress of this investment and relevant laws and regulations. 7、 Documents for future reference
1. Resolutions of the 5th meeting of the 3rd board of directors;
2. Project investment agreement.
It is hereby announced.
Shanghai Baolijia Chemical Co.Ltd(301037) board of directors January 24, 2022
