Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-020 bond Code: 128095 bond abbreviation: Enjie convertible bonds
Yunnan Energy New Material Co.Ltd(002812)
Announcement on the progress of cooperation between subsidiaries and polypore
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
1. On January 31, 2021, the 23rd Meeting of the Fourth Board of directors of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as "the company") deliberated and adopted the proposal on cooperation between subsidiaries and polypore, and agreed that the holding subsidiaries of the company, Shanghai Enjie New Material Technology Co., Ltd. (hereinafter referred to as "Shanghai Enjie") and polypore international, Polypore Hong Kong Limited (hereinafter referred to as "polypore Hong Kong"), a subsidiary of LP (hereinafter referred to as "polypore Hong Kong"), signed the agreement subscription for capital increase and joint venture agreement, and agreed that after meeting the preconditions agreed in the agreement, Shanghai Enjie and polypore Hongkong will increase the capital of Jiangxi Mingyang New Material Technology Co., Ltd., a wholly-owned subsidiary of Shanghai Enjie, by 22.84 million yuan and 41.16 million yuan respectively within the specified period. After the capital increase is completed, Jiangxi Mingyang New Material Technology Co., Ltd. will become a joint venture company. Shanghai Enjie holds 51% of its equity and polypore Hongkong holds 49% of its equity, The total investment of both parties in the joint venture will be increased to RMB 250 million; After the first capital increase, Shanghai Enjie and polypore Hong Kong will increase the capital of the joint venture again. After the capital increase, the registered capital of the joint venture will increase to RMB 454 million and the total investment will increase to RMB 1360 million. For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on February 1, 2021 Announcement on cooperation between subsidiaries and polypore (Announcement No.: 2021-017).
2. On February 24, 2021, due to polypore's own business needs, the counterparty of this transaction was changed from polypore Hong Kong to PPO energystorage materials HK, Ltd. (hereinafter referred to as "PPO")
"PPO HK"), a wholly-owned subsidiary of Celgard, LLC and a wholly-owned subsidiary of polypore. For details, please refer to the announcement on the progress of cooperation between subsidiaries and polypore (Announcement No.: 2021-025) published on the designated information disclosure media on February 25, 2021.
3. In July 2021, this transaction passed the anti-monopoly review of business concentration. See the company's report in 2021 for details
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-020 bond Code: 128095 bond abbreviation: Enjie convertible bonds
The announcement on the progress of cooperation between subsidiaries and polypore (Announcement No.: 2021-122) published on the designated information disclosure media on July 20, 2014.
4. In September 2021, Shanghai Enjie and PPO HK completed the first capital increase of the joint venture. The joint venture changed its shareholders, capital contribution, directors and supervisors. The name of the joint venture was changed from Jiangxi Mingyang New Material Technology Co., Ltd. to Jiangxi Enbo New Material Co., Ltd. (hereinafter referred to as "Jiangxi Enbo"). For details, see the announcement on completion of industrial and commercial registration change filing of subordinate companies (Announcement No.: 2021-149) published on the designated information disclosure media on September 7, 2021.
2、 Progress of this transaction
According to the agreement onsubscriptionfor capital signed by Shanghai Enjie and PPO HK
Increase and joint venture agreement, Shanghai Enjie and PPO HK recently completed the second capital increase of Jiangxi Enbo, completed relevant industrial and commercial registration changes and filing procedures, and obtained the business license renewed by Yichun administrative examination and approval Bureau. The details are as follows:
1. Main items of this industrial and commercial registration change
(1) The registered capital is changed from "RMB 84 million" to "RMB 454 million"
(2) The total investment was changed from 250 million yuan to 136 million yuan
(3) Before the change, the shareholders and capital contributions are as follows:
Shareholder name registered capital (RMB) shareholding ratio
Shanghai Enjie New Material Technology Co., Ltd. 42840000 51%
PPO Energy Storage Materials HK, Ltd 41,160,000 49%
Total 840000000 100%
After the change, the shareholders and capital contributions are as follows:
Shareholder name registered capital (RMB) shareholding ratio
Shanghai Enjie New Material Technology Co., Ltd. 231540000 51%
PPO Energy Storage Materials HK, Ltd 222,460,000 49%
Total 454000000 100%
Except for the above changes, other industrial and commercial registration items of Jiangxi Enbo have not changed.
2. Basic information of newly obtained business license
(1) Company name: Jiangxi Enbo New Material Co., Ltd
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-020 bond Code: 128095 bond abbreviation: Enjie convertible bonds
(2) Unified social credit Code: 91360983ma39trn25f
(3) Type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
(4) Address: South of Yong'an Road and east of Youxun Road, Gao Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park, Gao'an City, Yichun City, Jiangxi Province
(5) Legal representative: Alex Cheng
(6) Registered capital: 454 million yuan
(7) Date of establishment: January 20, 2021
(8) Business term: January 20, 2021 to long term
(9) Business scope: licensed items: import and export agents (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments). General items: technology import and export, new material technology research and development, new membrane material manufacturing, new membrane material sales, high-performance fiber and composite material manufacturing, Sales of high-performance non-ferrous metals and alloy materials, manufacturing of plastic products, sales of plastic products, technical services, technology development, technical consultation, technical exchange, technology transfer, technology promotion, processing of renewable resources and sales of renewable resources (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
During this industrial and commercial change, Jiangxi Enbo filed the articles of association of Jiangxi Enbo new materials Co., Ltd. in accordance with the requirements put forward by Yichun administrative examination and approval Bureau.
3、 Risk tips
This cooperation is based on the needs of the company's strategic development and the judgment of the market prospect of the industry. However, there are certain uncertainties in the development trend of the industry, the changes of market conditions and the business expansion ability of the management team, which will have an uncertain impact on the realization of future business benefits.
In the future, there is still a risk that the operation benefit of the joint venture will not meet the expectation due to the influence of factors such as cooperation, technology and market changes. The company will continuously improve the management system and internal control mechanism of the joint venture to adapt to business requirements and market changes, actively prevent and respond to the above risks, and urge the joint venture to carry out business prudently.
The board of directors of the company will continue to pay attention to the progress of this transaction and timely perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations. Please pay attention to relevant announcements and pay attention to investment risks.
It is hereby announced.
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-020 bond Code: 128095 bond abbreviation: Enjie convertible bonds
Yunnan Energy New Material Co.Ltd(002812) board of directors January 27, 2002
