Securities code: 002221 securities abbreviation: Oriental Energy Co.Ltd(002221) Announcement No.: 2022-003 Oriental Energy Co.Ltd(002221)
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.
Oriental Energy Co.Ltd(002221) (hereinafter referred to as "the company" or " Oriental Energy Co.Ltd(002221) ") held the 34th meeting of the 5th board of directors on January 25, 2022, deliberated and adopted the proposal on joint venture with industrial control new material investment (Maoming) Co., Ltd. to establish a project company. Now the relevant details are announced as follows:
1、 Overview of cooperative investment
The company has held the 26th meeting of the Fifth Board of directors and the third extraordinary general meeting of shareholders in 2021 on July 13 and July 30, 2021, and deliberated and adopted the proposal on investment and construction of Oriental Energy Co.Ltd(002221) (Maoming) acrylonitrile project. In order to promote the smooth implementation of the project, based on the principle of "law and regulation, voluntary equality, mutual benefit and win-win sharing", and through friendly negotiation between the company and Guangzhou Industrial Investment Holding Group Co., Ltd. (hereinafter referred to as "Guangzhou industrial control"), it is proposed that the company and its holding subsidiary industrial control new materials investment (Maoming) Co., Ltd. (hereinafter referred to as "industrial control new materials"), Maoming Nanhai new materials Co., Ltd. (tentative name, hereinafter referred to as "project company") is jointly established to be specially responsible for the construction of Maoming acrylonitrile industrial chain project.
The above matters do not constitute related party transactions and do not involve major asset restructuring matters specified in the administrative measures for major asset restructuring of listed companies. The proposal has been deliberated and adopted at the 34th meeting of the 5th board of directors of the company, and needs to be submitted to the general meeting of shareholders for deliberation and other corresponding approval procedures.
This cooperative investment aims to give full play to the advantages of both parties and promote the smooth implementation of the company's Maoming acrylonitrile project. It is a key step in the layout of the acrylonitrile polyacrylonitrile carbon fiber automobile lightweight new material industry chain and a landmark project for the company to transform into a manufacturer of polymer composites and synthetic materials, It has laid a solid foundation for the company's green and low-carbon development and enhanced sustainable profitability, and helped Maoming industrial upgrading and transformation.
2、 Introduction to counterparty
The project company is jointly invested and established by Oriental Energy Co.Ltd(002221) and industrial control new materials. Industrial control new materials is mainly engaged in investment activities and enterprise management consulting business. The basic information is as follows:
Company name: industrial control new material investment (Maoming) Co., Ltd
Date of establishment: December 22, 2021
The registered capital is 3 billion yuan
Registered address: room 701, No. 6, Zhongyu garden, poly Bay, bohewan Avenue, Binhai New Area, Maoming City
Ownership structure: Guangzhou Industrial Holding Co., Ltd. holds 51% and Maoming Binhai New Area Urban Investment and Development Co., Ltd. holds 49%
The main business scope is to engage in investment activities with its own funds; Enterprise management consulting; Engineering and technical research and test development; Research and development of new material technology; New material technology promotion services; Production and sales of chemical products
Industrial control new materials is the holding subsidiary of Guangzhou industrial control. Guangzhou industrial control was formed by the joint reorganization of Guangzhou Iron and Steel Group, Wanbao group and Wanli Group at the end of 2019 under the background of the requirements of Guangzhou municipal Party committee and Guangzhou municipal government to complete the investment of more than 85% of state-owned capital in key fields such as forward-looking strategic industries, advanced manufacturing and modern service industries, infrastructure and people's livelihood security by 2020. According to the notice of Guangzhou state owned assets supervision and Administration Commission on printing and distributing the work plan of integrating municipal resources to build Guangzhou's leading enterprises in advanced manufacturing industry, the industrial layout of Guangzhou's advanced manufacturing industry was further optimized. In October 2021, Guangzhou industrial control implemented the reorganization of Guangzhi group. Guangzhou industrial control owns many well-known brands such as Wanbao, Wuyang, Wanli tire, five listed companies such as Sunward Intelligent Equipment Co.Ltd(002097) , Guangdong Jinming Machinery Co.Ltd(300281) , Guangzhou Guangri Stock Co.Ltd(600894) , Beijing Dinghan Technology Group Co.Ltd(300011) , Jiangsu Rainbow Heavy Industries Co.Ltd(002483) and four new third board listed companies such as Songxing electric, dessel machinery, zhongkebo micro and Senbao electric. In high-end equipment manufacturing, building intelligent equipment, material manufacturing, refrigeration appliances, rubber chemical industry and other fields, Guangzhou industrial control has a good industrial foundation and technological accumulation.
3、 Basic information of the project company
1. Company name: Maoming Nanhai New Material Co., Ltd. (tentative name, actual name subject to industrial and commercial registration);
2. Registered capital: RMB 2 billion;
3. Contribution method: subscribed in cash, and the capital is injected step by step according to the construction progress of the project. The details are as follows:
Name of shareholder subscribed amount (10000 yuan) shareholding ratio
Industrial control new material investment (Maoming) Co., Ltd. 100000 50%
Oriental Energy Co.Ltd(002221) 100,000 50%
Total 200000 100%
4. Company type: limited liability company;
5. Registered address: room 502-3, No. 6, Zhongyu garden, poly Bay, bohewan Avenue, Binhai New Area, Maoming City;
6. Main business scope: specially responsible for the construction of Maoming acrylonitrile industrial chain project. See Announcement No. 2021-054 for details of the project and its impact on the company.
4、 Main contents of cooperative investment
1. Project Overview: the construction period of Maoming acrylonitrile industrial chain project is about 2 years, including but not limited to the following contents: invest in the construction of a 260000 T / a acrylonitrile unit, a 600000 T / a ABS unit and supporting devices, utilities and auxiliary facilities, and the total investment is expected to be about 6.5 billion yuan.
2. Source of project funds: in addition to the capital of the project company, other funds required for project construction and operation shall be solved by the project company through bank financing. The project company applies to financial institutions for financing by means of the project facilities and land with which it has the ownership, mortgage or pledge on the usufruct and other rights and interests, and the insufficient part shall be guaranteed by the shareholders of the project company according to the proportion of subscribed capital contribution.
3. Project construction: both parties agreed through consultation that the project should be started before June 30, 2022 and strive to be completed and put into operation before December 31, 2024.
4. Operation of the project company: the project company has a board of directors with 5 members, which are recommended by both parties and elected by the shareholders' meeting. The board of directors of the project company has one chairman, one general manager and one financial director. The project company has a board of supervisors, which is composed of three supervisors.
5. Follow up cooperation plan of both parties: in the later stage, both parties will timely start the cooperation of acrylonitrile polyacrylonitrile carbon fiber automobile lightweight new material industry chain based on the automobile parts industry and urban rail transit industry of Guangzhou industrial control, the controlling shareholder of industrial control new materials; At the same time, the two sides actively promote the establishment of automobile material lightweight Research Institute to promote the R & D and industrial incubation of automobile lightweight materials.
6. Other terms: both parties shall perform their obligations under this agreement according to the contents agreed in this agreement, otherwise the observant party may investigate the liability of the breaching party for breach of contract according to law. This Agreement shall be established and come into force from the date when the legal representatives or authorized representatives of both parties sign (or affix signature seals) and affix the official seals of both parties.
5、 Risk tips
Maoming Nanhai new materials Co., Ltd. still needs to handle relevant approval matters such as industrial and commercial registration. There are uncertainties in the future project approval process, construction and operation progress, project energy conservation and emission reduction and economic benefits. Please pay attention to investment risks.
6、 Documents for future reference
1. Resolutions of the 34th meeting of the 5th board of directors;
2. Maoming acrylonitrile industry chain project investment agreement; 3. Articles of association of Maoming Nanhai new materials Co., Ltd. It is hereby announced.
Oriental Energy Co.Ltd(002221) board of directors
January 25, 2022
