The cooperation agreement and supplementary agreement mentioned in this announcement still require the approval of the company to approve the approval of the institution, and it is uncertain. Investors are advised to pay attention to investment risks.
On November 8, 2018, BOE Technology Group Co., Ltd. (hereinafter referred to as “the Company” and “Party B”) and the Beijing Fangshan District People's Government (hereinafter referred to as “Party A”) signed the “Beijing BOE Life Technology Industrial Base Project”. The Cooperation Agreement (hereinafter referred to as the “Cooperation Agreement”) and the “Supplemental Agreement of the Beijing BOE Life Technology Industry Base Project Cooperation Agreement” (hereinafter referred to as the “Supplemental Agreement”). The main contents are announced as follows:
First, the main body of the agreement
Party A: Beijing Fangshan District People's Government
Party B: BOE Technology Group Co., Ltd.
Second, the main content of the cooperation agreement
Given that the health care industry will become an important industry guiding global economic development and social progress, China's health service industry has great potential for development. Fangshan District is the gateway to the southwest of the capital. In recent years, the Fangshan District Committee and the district government have closely focused on the strategic positioning of the “four centers” of the capital, actively integrated into the overall development of the Beijing-Tianjin-Hebei coordinated development, and adhered to the transformation and development as the main line, focusing on building a sophisticated Economic structure, efforts to build Fangshan into an important node on the development axis of the Beijing-Tianjin-Hebei region. The company relies on display and sensing core technology to develop three major business segments: port devices, smart materials, and smart medical workers. The smart medical industry will create a digital, all-round, and life-cycle health service ecosystem through the integration and innovation of science and medicine. According to the plan, the distribution of medical technology and life science and technology industry bases is being carried out nationwide. Both parties are willing to jointly build the Beijing BOE Life Technology Industrial Base Project (hereinafter referred to as the “Project”) in Beijing's high-end manufacturing base (hereinafter referred to as “high-end base”). Party B will integrate the world's top resources, integrate medical and industrial innovation, and build a world-class industry. Medical science and technology research and development use life science and technology innovation ecology. Party A agrees to provide relevant policy support for the project.
Based on the above situation, after friendly negotiation, the two parties reached the following cooperation agreement on jointly building this project:
(1) Basic information of the project
1. Project content The project will be implemented in two phases. The first phase of the project will include the R&D and Operation Center of the Health Business Headquarters (hereinafter referred to as “Project 1”), the Life Science and Technology Innovation Center/International Medical Transformation Center and the Center for Excellence in Medicine (hereinafter referred to as “ Project 2") and Digital Hospital (hereinafter referred to as "Project 3") (Phase I). The second phase of the project plan includes Project 3 (Phase 2), Global Partner Industrial Park (hereinafter referred to as “Project 4”) and other related projects (hereinafter referred to as “Project 5”). (The above name is a tentative name, which is subject to the final actual name).
(1) Project 1 includes mobile health R&D and operation center, digital hospital R&D and operation center, regenerative medicine R&D and operation center, and health park R&D and operation center.
(2) Project 2 includes the Life Science and Technology Innovation Center/International Medical Transformation Center and the Center for Excellence in Medicine.
(3) Project 3 Combine artificial intelligence, Internet of Things technology and life science and technology to create a research-oriented digital hospital integrating clinical diagnosis, clinical application transformation, education and training with leading technology, digital and model innovation.
(4) Project 4 Integrate Party B's global strategic resources, build an industrial ecosystem chain of life sciences supported by internationally renowned enterprises, and focus on the development of microchips, molecular medicines, biomaterials, information technology and medical equipment industries to create a beautiful environment and supporting A complete and elegant industrial park. The specific cooperation content and model will be negotiated separately.
(5) Item 5 The specific content is negotiated separately.
2. Project land and investment amount
The project is planned to be located in the 06 block of the high-end base. The total construction land is about 707 mu (the final land is subject to the approval of relevant government departments).
The total investment of the first phase of the project is about 13.6 billion yuan (the final investment amount is based on project feasibility).research reportPrevail). Among them, Project 1 and Project 2 have a total investment of about 8.3 billion yuan; and Project 3 (Phase 1) has an investment of about 5.3 billion yuan. The investment amount of each item of the second phase of the project will be negotiated separately according to the content of the project.
3. Project company
(1) Party B or its wholly-owned subsidiary BOE Health Investment Management Co., Ltd. invests in the establishment of various project companies in the high-end base, responsible for the construction and operation of Project 1, Project 2 and Project 3.
(2) Beijing Yinghe Century Real Estate Co., Ltd., a wholly-owned subsidiary of Party B, is responsible for direct investment or introduction of strategic partner investment to implement the construction and operation services of Project 4.
(3) Party B or its wholly-owned subsidiary shall invest in a high-end base to set up a project company to be responsible for the construction and operation of the project 5.
(II) Key nodes of the project
The first phase of the project is expected to be put into operation in 2022 and enter a stable operation period in 2027.
The specific schedule of the second phase of the project will be negotiated separately. If the above projects are delayed, the project will be postponed accordingly, and the specific time will be determined by both parties.
(3) Commitment by both parties
1. Party A promises
Under the premise of complying with relevant laws and regulations and approval by government departments, the land required for the transfer of the project shall be disclosed in accordance with the law; according to the project category, the relevant administrative fees for project construction shall be reduced or exempted within the scope of its authority, and the relevant service fees shall be minimized and reduced; Assist Party B's project companies to speed up the approval of project environmental assessment and land use, and obtain the approval of relevant departments of the State and Beijing Municipality according to law; actively coordinate relevant departments to approve the approval and resolution of various medical institutions such as medical institutions and licenses for digital hospitals. Relevant problems encountered in project construction and operation.
2. Party B promises
Party B shall complete the industrial and commercial registration and tax registration procedures of the project companies at the high-end bases according to the actual needs of the project and the specific arrangements negotiated by both parties; fully implement the project feasibility study, project approval, environmental assessment, land and other approvals to ensure that the project is environmentally friendly, For safety and other requirements, the project legally obtains relevant approval procedures for planning, construction, environmental protection, fire protection and other departments;Fixed investmentThe construction of this project will ensure that the quality of the project construction project meets the national and industry standards; Accelerate the handling of various approval procedures for the project, and strive to timely land the project in accordance with the schedule.
(iv) Supporting policies
Party A promises to provide Party B with comprehensive policy support in terms of talent support, housing security, living facilities, land supporting conditions, energy supply and supporting facilities; relevant policies for comprehensive hospital qualification review, medical equipment procurement, and large-scale increase We will do our utmost to assist in the procurement of medical equipment and obtain procurement licenses; and assist the project company responsible for the construction and operation of Project 3 to apply to the relevant departments, and include the project company within 12 months after the official operation of Project 3 (Phase I). The scope of fixed-point services for social security such as urban basic medical insurance, new rural cooperative medical care, medical assistance, industrial injury insurance, and maternity insurance.
(5) Liability for breach of contract and dispute resolution
1. Both parties shall conscientiously perform their obligations under this cooperation agreement. If either party fails to perform its obligations in accordance with the terms of this cooperation agreement, the other party has the right to request the other party to take remedial measures or investigate the other party's liability for breach of contract.
2. If a dispute arises during the performance of this cooperation agreement, it shall be settled through negotiation; if the negotiation cannot reach an agreement, either party has the right to submit the dispute to the people's court where the project is located.
(vi) Other important matters
1. The matters not covered in this cooperation agreement may be signed by the two parties through a consensus agreement. The supplementary agreement has the same legal effect as this cooperation agreement.
2. This cooperation agreement shall be established from the date when the legal representatives or authorized representatives of both parties sign and affix the official seal of the unit, and shall take effect from the date of approval by the internal authority of the Party B.
Third, the main content of the supplementary agreement
According to the relevant laws and regulations and the above-mentioned cooperation agreement, the two parties have reached the following supplementary agreements after full consultation:
(1) Project contribution indicators
1. Party B's commitment to the first-phase contribution of the project is as follows:
( 1) Fixed asset investmentIntensity: The investment intensity of fixed assets of the unit land after the whole operation is not less than 200 million yuan/ha.
(2) After the whole operation, the annual revenue is expected to increase from 1.72 billion yuan to 47.31 billion yuan from 2022 to 2031, and the estimated annual income from the expiration of 2031 to the land transfer period is not less than 47.31 billion yuan; 2022-2031 is expected The total tax revenue will increase from 0.8 billion yuan to 2.04 billion yuan per year, and the estimated total tax revenue will not be less than 2.04 billion yuan per year from 2031 to the expiration of the land transfer period. (If the project is postponed due to non-Party reasons such as delayed land supply, the project income forecasting indicators and tax forecasting indicators will be adjusted accordingly, and the specific adjustment plan will be negotiated and determined by both parties)
(3) The projects are in line with national and Beijing pollutant discharge standards and comply with Beijing's comprehensive energy consumption and comprehensive water consumption standards.
2. The two parties' project contribution indicators will be negotiated separately.
(2) Supporting policies
1. Industry support policy
(1) Party A promises to support the project investment support funds of each project company from the beginning of the first phase of the project, and the accumulated support funds are 625 million yuan;
(2) Party A promises to support the project company's industrial operation support fund from Party B's subordinates to the project's industrial base for the fifth consecutive year from the year of the first phase of the project. The annual support funds for the first three years are RMB 3 million and RMB 20 million respectively. 35 million yuan, and the annual support fund shall not exceed 75% of the regional economic contribution of the value-added tax, enterprise income tax and stamp duty paid by the project company affiliated to Party B's industrial base in the project in the same year; the annual support funds for the next 2 years The amount of support funds is 65 million yuan and 75 million yuan respectively, and the annual support fund should not exceed 60% of the regional economic contribution of the project company's investment in the industrial base of the project in the same year.
(3) The above-mentioned support funds are mainly used for Jian'an investment subsidies, equipment investment subsidies, research and development subsidies, and financing cost subsidies for Party B's project companies. In addition to the support funds and industrial operation support funds as stipulated in this Supplemental Agreement, Party A promises to actively assist Party B's project companies to strive for various industrial support policies.
2. Other support policies
Party A shall give Party B project first-phase project company support for talent support for 10 consecutive years from the date of establishment, in accordance with Beijing's talent introduction policy, and assist qualified personnel to apply for corresponding housing subsidies.
(3) Performance supervision responsibility
1. After the first phase of the project is put into operation, the year of each operation year: if it meets or exceeds 70% (including) of Party B's income commitment index and tax commitment indicator as stipulated in this Supplemental Agreement, Party A shall give the full amount in the same year as agreed in this Supplemental Agreement. Support for industrial operation support; if it meets the 50% (inclusive) -70% of Party B's income commitment indicator and tax commitment indicator, Party A will provide 50% of the support for industrial operation support in the current year; if it does not meet the requirements of this supplemental agreement Party B has 50% of the income commitment indicator and the tax commitment indicator, and Party A has the right to cancel the support for the industrial operation support fund of the year.
2. Within 9 years from the first phase of the project entering the stable operation period: If any of the operating years does not meet the 50% (excluding) of Party B's income commitment indicators and tax commitment targets as stipulated in this Supplemental Agreement, Party A has the right to request Party B. The rectification period is limited to 2 years. If any operating year after the expiration of the rectification period does not reach 50% of Party B's current income commitment index and tax commitment indicator, Party A has the right to request Party B to pay compensation. The specific compensation amount is: 50% of the promised tax of Party B in the current year and the actual completion. 25% of the difference in taxes.
3. The two parties from the first phase of the project entering the stable operation period will be consulted separately after the completion of the land transfer period.
4. The second phase of the project shall be subject to separate negotiation.
(4) Other important matters
1. This Supplemental Agreement shall be established from the date on which the legal representatives or authorized representatives of both parties sign and affix the official seal of the company, effective from the effective date of the cooperation agreement.
2. This Supplemental Agreement is an integral part of the above cooperation agreement and has the same legal effect as the Cooperation Agreement.
3. Both parties unanimously confirm that if there is any conflict between the cooperation agreement and this supplementary agreement, the agreement in this supplementary agreement shall prevail, and other matters shall still be implemented in accordance with the agreement of the cooperation agreement.
Fourth, other matters
After the signing of this cooperation agreement and the supplementary agreement, the company will submit the approval to the examination and approval authority according to the actual situation, which is uncertain. The board of directors will actively pay attention to the progress of the project and fulfill its information disclosure obligations in a timely manner.
V. Documents for reference
1. "Beijing BOE Life Technology Industry Base Project Cooperation Agreement"
2. Supplementary Agreement for Beijing Jingdong Life Science and Technology Industry Base Project Cooperation Agreement
BOE Technology Group Co., Ltd.
Board of Directors
November 8, 2018