China Textile Shares (600448): Land Purchase And Storage Agreement And Its Supplementary Agreement

China Textile Limited by Share Ltd's announcement on land purchase and storage agreement and its supplementary agreement

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

This agreement has been deliberated and adopted at the sixteenth meeting of the sixth board of directors of the company. According to the motion on the authorization of the board of directors for the relocation of the company's planning and land acquisition and storage related matters, which was deliberated by the company's annual general meeting of shareholders in 2019, this Agreement does not require the general meeting of shareholders to consider it.

I. risk warning

There are many uncertainties in land acquisition and storage.

We invite investors to invest rationally and pay attention to investment risks.

Two. Summary of land purchase and storage and supplementary agreements

(1) summary of land purchase and storage agreement

The people's Government of Bincheng District of Binzhou (hereinafter referred to as "party a") signed the land purchase and storage agreement with China Textile Limited by Share Ltd (hereinafter referred to as "Party B") in May 21, 2020. The agreement is summarized as follows:

1. 3 of the land owned by Party B for collection and storage by Party A.

The 1.1 plot 1 is located in the east of the Yellow River road two and east of Bohai three. It sells industrial land. The number of land certificate is 2014 (Shore) 9399th, and the land area is 127481 square meters (191.22 mu). The selling deadline is 03 2048 30 days.

The 1.2 plot two is located in the east of the Yellow River three road. It sells the single residential land in the town. The land certificate number is 2003 (Shore) 2003 (5515th), and the land area is 947.8 square meters (1.42 mu). The selling deadline is 05 29 days in 2024.

The 1.3 land mass three is located in the east of the two road south of the Yellow River and the two road east of Bohai. It sells industrial land. The land certificate number is Lu (2019) Binzhou real estate No. 0018593, the land area is 19892 square meters (29.84 acres), and the selling deadline is 03 2053 27 days.

2. land conditions

The reserve land delivered by Party B to Party A shall meet the following requirements: all the ground (underground) buildings, structures, ancillary facilities and equipment within the scope of land transfer shall be dismantled and cleaned up as "clean land", and the expenses of water, electricity and heating shall be all settled. The ownership is clear and there is no dispute.

3. rights and obligations of the two parties

3.1 Party A's rights and obligations

(1) in June 30, 2021, when Party B completed the transfer of the old factory land, Party A was based on People's Republic of China.

In accordance with the land acquisition and storage procedures, the land administration law has 3 parts of the first part of this agreement, which are reclaimed in accordance with the law and have the right to complete disposal.

(2) Party A is responsible for hiring professional institutions with the qualification of Party B to assess the value of land and ground attachments in the old plant area and issue a formal assessment report. Party A and Party B, based on the results of the land appraisal, are confirmed by the competent departments of land and resources at the same level and the finance department as one of the bases for compensation to Party B.

(3) in order to speed up the sale of the 3 country's land listing in part I of the agreement, Party A may sell the products in batches according to the actual situation. Upon completion of the grant and receipt of the relevant funds, Party A shall pay the charge for collection and storage in accordance with the statutory procedures in the form of "installment payment" within 10 working days, including the sum of compensation for the land use rights of the second party, the sum of the total cost of building (building), subsidiary facilities, equipment compensation, and relocation and relocation awards, and the final amount will be the first part second of the third part of the agreement. The agreement is fixed.

(4) according to the relevant provisions of the general office of the Shandong provincial government on "promoting the redevelopment of towns with low utility" (32), Party A shall give financial support to Party B's new project construction, and the support amount shall not be lower than the 3 part of the first part of this agreement, and the 3 part of the government income portion of the land sold by the state.

(5) the land transfer procedure shall be completed at 35.716 mu of the land without the license of the Party B (located in the north of the two road in the Yellow River and west of Bohai two, and the land certificate number is the shore country (2000) 4660th). After reaching the terms of delivery, Party A is responsible for the disposal of the land in accordance with the 3 part of the state land disposal method in the first part of this agreement.

3.2 Party B's rights and obligations

(1) Party B should complete the demolition and relocation of the building (structure), ancillary facilities and equipment in the old factory area before June 30, 2021, and reach the terms of delivery stipulated in the second part of this agreement. Before June 30, 2021, Party B will submit to the party a real estate certificate in time and no mortgage, no seizure, no dispute and no dispute proof. The cancellation of registration of property rights and the relocation of power and network lines within the scope of storage.

(2) Party B must carry out soil environmental investigation before transferring land to Party A, and ensure that all indexes of the soil meet the requirements of relevant environmental protection laws and regulations, and the improvement expenses arising therefrom shall be borne by Party B.

(3) all matters such as contracts, claims and debts of Party B shall be handled by Party B itself and bear civil, administrative and other legal liabilities, which is not related to Party A.

(4) Party B's guarantee for land, property and equipment must be lifted and mortgaged before June 30, 2021, and the relevant documents should be handed over to Party A for archival filing.

(5) Party B shall submit to party a relevant documents such as resolutions of the board of directors and general meeting of shareholders before signing this Agreement as the precondition for signing the agreement. Otherwise, the responsibility for rescinding or invalidate this Agreement shall be borne by Party B and bear the liability for compensation to Party A.

(6) Party B is responsible for the first part, fifth part of the third part of the agreement, and the transfer procedures for land.

The cost will be paid by Party B.

4. liability for breach of contract

4.1 during the performance of this agreement, neither Party A and B fail to fulfill the relevant contractual obligations in accordance with the provisions of this agreement, causing losses to the other parties. The covenant can stop performing the agreement, and the breaching party shall bear all liabilities for breach of contract and compensate for the loss. If Party B fails to deliver the land in accordance with the agreed time, the penalty shall be paid to Party A on the date of the overdue date on the basis of 1 per cent of the total amount of the land reserve and storage compensation. Party A has the right to organize the disposition of the ground (underground) construction, construction, ancillary facilities and equipment by Party B, and the losses and expenses incurred therefrom shall be borne by Party B and directly deducted from Party B's compensation. If Party A fails to pay compensation fees for land purchase and storage in accordance with legal procedures, it will pay Party B 1 days per day of the amount of compensation payable to Party B from the date of overdue payment.

4.2 if the land delivered by Party B fails to meet the safety standards, Party B shall pay a penalty to Party A in accordance with the 10% of the land reserve and compensation fee, and the related expenses arising therefrom shall be borne by Party B.

(two) land purchase and storage supplementary agreement

In May 22, 2020, the people's Government of Bincheng District and China Textile Limited by Share Ltd supplemented the land purchase and storage agreement signed in May 21st. The supplementary agreement is as follows:

The 3.1 part (5) of the third part of the land purchase and storage agreement signed by the Bincheng people's government and the China Textile Limited by Share Ltd in May 21st, "the rights and obligations of the two sides", is that the land shall be transferred to 35.716 acres by the second party's land without authorization, which is located in the north of the two roads of the Yellow River and the west of Bohai two road. Party A is responsible for the disposal of the land in accordance with the first 3 parts of the original agreement. According to the relevant provisions of the general office of the Shandong provincial government on "promoting the redevelopment of towns' low utility" (Lu Zheng ban [2020] 32), Party A gives financial support to Party B's new project construction, and the support amount is not less than the Government Revenue Department formed by the transfer of state-owned land.

Three, the impact on the company

The company is carrying out the overall relocation and new site construction of the old factory area, and will strictly fulfill the relevant contractual obligations in accordance with the agreement. Before the construction of the new production and business premises is appropriate, the company will continue to carry out production and operation activities at the present site. After the relocation is completed, the company will carry out land acquisition and storage in accordance with the agreement. The impact of this matter on the company can not be estimated until the relocation and land acquisition and storage are completed.

According to the progress of relocation and land acquisition and storage, the company will promptly fulfill relevant decision-making procedures and make announcements.

Notice hereby.

China Textile Limited by Share Ltd board of directors

June 2, 2020