Securities code: 002047 securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2022-006 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Announcement on signing strategic cooperation framework 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 Shenzhen Bauing Construction Holding Group Co.Ltd(002047) , Eging Photovoltaic Technology Co.Ltd(600537) strategic cooperation framework agreement (hereinafter referred to as the “strategic cooperation framework agreement”) signed by Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as the “company”) and Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as the “strategic cooperation framework agreement”) is only a framework agreement, and the specific implementation contents and operation details will be subject to the specific project cooperation agreement signed separately. If there is any difference between the agreement and the subsequent specific landing agreement documents, the agreement in the specific landing agreement documents shall prevail.
2. The strategic cooperation framework agreement signed this time only reflects the cooperation intentions or principles of both parties, and there are certain uncertainties in the implementation and progress of specific projects. The signing of the agreement will not have a significant impact on the company’s operating performance in 2022, and the impact on the operating performance in the future will depend on the promotion and implementation of specific projects. According to the follow-up progress of relevant matters, the company will perform the corresponding decision-making review procedures and information disclosure obligations according to law. Please pay attention to the investment risks.
1、 Overview of agreement signing
The company and Eging Photovoltaic Technology Co.Ltd(600537) signed the strategic cooperation framework agreement on January 24, 2022. This cooperation does not involve the specific transaction object and amount, and the company will not be liable for breach of contract due to the termination of cooperation. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of Association (hereinafter referred to as the “articles of association”), this matter does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. The framework agreement signed this time is the basic document for both parties to sign relevant cooperation agreements in the future. For specific projects involved, relevant formal cooperation agreements shall be signed separately, and corresponding decision-making review procedures and information disclosure obligations shall be performed.
2、 Basic information of counterparty
1. Company name: Eging Photovoltaic Technology Co.Ltd(600537)
2. Unified social credit Code: 91330200144730651e
3. Legal representative: Li Jingwu
4. Company domicile: No. 528, Haitong Road, Cixi City, Zhejiang Province
5. Registered capital: 1176359268 yuan
6. Date of establishment: January 21, 1998
7. Company type: joint stock limited company (listed, natural person investment or holding)
8. Business scope: R & D and production of monocrystalline silicon (monocrystalline silicon rod, monocrystalline silicon chip), polycrystalline silicon, quartz products, Cecep Solar Energy Co.Ltd(000591) battery chips and components; Production of single crystal furnace and electric control equipment and sales of self-produced products; Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation system, Cecep Solar Energy Co.Ltd(000591) , wind energy and diesel power generation complementary power generation system engineering design, installation, construction, contracting and subcontracting projects; R & D of relevant equipment and wholesale business in China and its supporting services; Export business of photovoltaic materials purchased in China. (the business items involving production are limited to subordinate subsidiaries; those not involving state-owned trade management commodities, but involving quota and license management commodities, shall apply in accordance with the relevant provisions of the state).
9. Association relationship: there is no association relationship with the company.
10. Performance capability: Eging Photovoltaic Technology Co.Ltd(600537) is mainly engaged in the production and sales of crystalline silicon (single / polycrystalline silicon), Cecep Solar Energy Co.Ltd(000591) cells and battery modules and photovoltaic power generation business. It has a complete photovoltaic industry chain and is the first photovoltaic enterprise in China to realize vertical integrated production. Eging Photovoltaic Technology Co.Ltd(600537) has rich experience in the construction and operation of photovoltaic power stations. At present, it holds 160mw integrated fishing and photovoltaic power stations and 30.6mw distributed photovoltaic power stations. It is not a dishonest person to be executed, it exists according to law and operates normally.
11. Similar transactions: the company has not had similar transactions with Eging Photovoltaic Technology Co.Ltd(600537) in the last three years.
3、 Main contents of the agreement
1. Party A: Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
Party B: Eging Photovoltaic Technology Co.Ltd(600537)
2. Cooperation contents and methods (1) cooperation contents
On the premise of win-win cooperation, Party A and Party B shall make use of their respective advantageous resources to carry out cooperative development, construction or promotion and application in the field of new energy projects, including but not limited to distributed photovoltaic power stations, ground photovoltaic power stations or energy storage; In order to make full use of their own advantages and in combination with the substantive cooperation between the two sides, it is planned to carry out in-depth cooperative R & D in the fields of photovoltaic building integration and zero carbon building in the future, build relevant R & D platforms, and carry out R & D in the fields of green building materials, smart grid and Microgrid. (2) Cooperation mode
In the above cooperation fields, Party A and Party B can carry out cooperative development and joint construction of relevant projects, or directly invest and hold them as joint owners. Specific cooperation methods include but are not limited to the following:
1) For the project developed by Party A, Party B can assist Party A to complete the on-site project data collection, roof survey and structural review, complete the sorting of materials required in the early stage of the project and provide reports, and assist Party A to complete the relevant procedures such as project filing and power access;
2) When Party A’s project is ready for bidding, under the same market conditions, Party B’s EPC unit (Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd., a holding subsidiary of Party B, has grade III qualification for general contracting of power engineering construction) shall be given priority to complete the project construction, and the EPC Contract shall be signed by both parties separately. After the grid connection commissioning of the project, the energy efficiency management and intelligent operation and maintenance platform of the project shall be carried out by Party B under the same market conditions;
3) Party B can assist Party A in obtaining EPC business of relevant projects according to its qualification and experience in the design and construction of photovoltaic power station. After Party A obtains relevant EPC business, Party A shall give priority to the use of Party B’s components and other products under the same market conditions;
4) In line with the respective development plans of Party A and Party B, Party A and Party B can also consider cooperative development and holding of some photovoltaic power station projects.
3. Both parties guarantee
Party A and Party B shall carry out relevant matters agreed in this agreement in accordance with relevant laws and regulations. When both parties use their own advantageous resources for project development or project promotion, both parties shall communicate relevant matters in time. It is not allowed to misappropriate the other party’s resources or make profits without authorization, so as to damage the interests of the other party.
4. Validity, amendment and assignment of the agreement
For specific projects, both parties shall sign a specific project cooperation agreement based on this framework agreement. In case of any inconsistency between the cooperation agreement and this framework agreement, the cooperation agreement shall prevail.
The cooperation period of this agreement takes effect from the date of signing and is valid for 3 years. After the expiration of the agreement, both parties will renegotiate the new agreement according to their respective wishes. The confidentiality period is not limited by the validity of this agreement.
This cooperation framework agreement is a framework arrangement and intentional agreement made by both parties on the direction, field, mode and principle of future cooperation. It is not the agreement of both parties to set rights and obligations, and is not legally binding on both parties, nor does it constitute the basis for requiring the other party to bear the liability for breach of contract in the specific agreement on the cooperation project signed later.
The selection of specific cooperation projects involved in this strategic cooperation framework agreement shall comply with relevant national laws and regulations, as well as the business approval conditions and handling procedures of both parties, and a specific project contract shall be signed separately.
If this cooperation framework agreement cannot be performed in whole or in part due to policies, approval and other force majeure reasons, this cooperation framework agreement shall be terminated in whole or in part naturally, and both parties shall not be liable to each other.
5. Others
1) Any dispute arising from the performance of this Agreement shall be settled by both parties through friendly negotiation.
2) Matters not covered in this Agreement shall be discussed separately.
3) This agreement is made in quadruplicate, which shall come into force after being signed and sealed by both parties. Each party holds two copies, each of which has the same legal effect.
4、 Impact on the company
1. Based on the principle of “complementary advantages and mutual benefit”, both parties to this Agreement have reached the strategic cooperation framework agreement on the development and construction of photovoltaic power station projects and related businesses. The signing of the agreement aims to give full play to the advantages of their respective professional fields, fully implement the national strategies of green building, green building materials and energy-saving buildings, promote the green and low-carbon transformation in the construction field, and help achieve the “double carbon” goal of national carbon peak and carbon neutralization. 2. The signing of this agreement will not have a significant impact on the company’s operating performance in 2022, and the impact on the operating performance in the future will depend on the promotion and implementation of specific projects.
3. The signing and subsequent performance of this agreement will not affect the independence of the company’s business, comply with the provisions of relevant laws and regulations, and will not damage the interests of the company and all shareholders.
5、 Risk tips
The strategic cooperation framework agreement signed this time only reflects the cooperation intentions or principles of both parties. The implementation of specific projects still needs to sign relevant agreements to stipulate the rights and obligations of both parties, and the specific cooperation matters involved need to be subject to the specific agreements signed in the future. Due to changes in the market environment or force majeure, there are still uncertainties in the follow-up specific cooperation content and implementation process. Please pay attention to the investment risks.
6、 Other relevant instructions
1. For the implementation and progress of the follow-up work involved in the strategic cooperation framework agreement signed this time, the company will timely perform the corresponding decision-making approval procedures and information disclosure obligations in strict accordance with the stock listing rules, the articles of association and other relevant provisions.
2. On December 23, 2021, the company and Zhuhai Aviation City Development Group Co., Ltd. signed the strategic cooperation framework agreement between Zhuhai Aviation City Development Group Co., Ltd. and Shenzhen Bauing Construction Holding Group Co.Ltd(002047) and reached an agreement on the comprehensive cooperation between the two sides to jointly promote the distributed photovoltaic power station project. At present, the implementation of the agreement is normal, and there is no significant difference between the implementation expectation and the implementation expectation. For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on December 24, 2021（ http://www.cn.info.com.cn. ）Announcement on signing strategic cooperation framework agreement and related party transactions (Announcement No.: 2021-112).
3. On December 31, 2021, the company signed the strategic cooperation framework agreement with Shenzhen Special Zone Construction Engineering Group Co., Ltd., China State Construction Engineering Corporation Limited(601668) Second Engineering Bureau Co., Ltd., China Railway 20th Bureau Group Co., Ltd., AOMA Group Co., Ltd., Guangzhou Zhuhai Railway Logistics Development Co., Ltd., 360 Security Technology Inc(601360) respectively, on the construction and decoration works, infrastructure construction We have reached an agreement on in-depth strategic cooperation in business areas such as industrial cooperation. At present, the implementation of the above agreement is normal, and there is no significant difference from the implementation expectation. For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com on January 1, 2022（ http://www.cn.info.com.cn. ）Announcement on signing strategic cooperation framework agreement (Announcement No.: 2022-001).
7、 Documents for future reference
1. Shenzhen Bauing Construction Holding Group Co.Ltd(002047) , Eging Photovoltaic Technology Co.Ltd(600537) strategic cooperation framework agreement.
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
January 25, 2022
