Securities code: 688388 securities abbreviation: Guangdong Jiayuan Technology Co.Ltd(688388) Announcement No.: 2022-010 convertible bond Code: 118000 convertible bond abbreviation: Jiayuan convertible bond
Guangdong Jiayuan Technology Co.Ltd(688388)
Announcement on foreign investment and establishment of holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Name of holding subsidiary: Guangdong Jiayuan Times New Energy Materials Co., Ltd. (tentative name, hereinafter referred to as “Jiayuan times” or “joint venture”, which shall be subject to the approval of the local market supervision and Administration Bureau)
The registered capital of the holding subsidiary: RMB 500 million, of which Guangdong Jiayuan Technology Co.Ltd(688388) plans to use its own funds to contribute RMB 40 million in currency, accounting for 80% of the registered capital of Jiayuan era.
Name of the project to be invested and constructed: high performance electrolytic copper foil project with an annual output of 100000 tons (tentative name) the construction subject of the proposed investment and construction project: Guangdong Jiayuan Times New Energy Materials Co., Ltd. (tentative name, subject to the approval of the local market supervision and Administration Bureau)
Expected construction period: the joint venture is planned to build a high-performance electrolytic copper foil project with an annual output of 100000 tons in two phases. The first phase is planned to build a high-performance electrolytic copper foil project with an annual output of 50000 tons, which will be started from the date of completing the paid in registered capital; Phase II plans to build a high-performance electrolytic copper foil project with an annual output of 50000 tons, and the completion time of the project will be confirmed when the phase II project is started.
Risk tips:
1. The foreign investment and the establishment of holding subsidiaries, including but not limited to the name, place of registration and business scope of the holding subsidiaries, still need the approval of the relevant examination and approval authorities such as the local market supervision and Administration Bureau. There is a risk of uncertainty in whether they can pass the relevant approval and the time of final approval.
2. The joint venture is jointly established to plan and build a high-performance electrolytic copper foil project with an annual output of 100000 tons. The investment amount of the project construction is large, and the rest of the required funds will be supplemented by the self owned or self raised funds of both parties of the joint venture. If the company’s overall operating cash flow or market financing conditions fail to meet expectations, the company may not be able to integrate into the funds required for project construction on time and in full, and face the risk of project fund-raising.
3. The implementation subject of the high-performance electrolytic copper foil project with an annual output of 100000 tons has not been established. After the subsequent implementation subject is established, it still needs to perform the procedures of environmental assessment and safety assessment, and obtain the real property right certificate, construction project planning permit and construction project construction permit issued by relevant government departments. The construction land involved in the project has not been obtained, so there is uncertainty. It cannot be ruled out that in the subsequent implementation process, due to the change of relevant national or local policy adjustment, project approval and other implementation conditions, the relevant licenses cannot be obtained or cannot be obtained on time, resulting in the risk of extension, change, suspension or even termination of the project.
4. After the establishment of the holding subsidiary, the future operation and management process may be affected by uncertain factors such as macroeconomic and industrial policy changes and market competition, and there are certain market risks, operation risks and management risks.
1、 Overview of foreign investment
1. Basic information of foreign investment
Guangdong Jiayuan Technology Co.Ltd(688388) (hereinafter referred to as “the company” or ” Guangdong Jiayuan Technology Co.Ltd(688388) “) according to the business development and strategic needs and based on the company’s experience in the manufacturing and R & D of lithium battery copper foil, the company plans to jointly invest with Contemporary Amperex Technology Co.Limited(300750) (hereinafter referred to as ” Contemporary Amperex Technology Co.Limited(300750) “) to establish Guangdong Jiayuan Times New Energy Materials Co., Ltd. in Meixian District, Meizhou City (tentative name, subject to the approval of the local market supervision and Administration Bureau), The registered capital is 500 million yuan, of which: Guangdong Jiayuan Technology Co.Ltd(688388) plans to use its own funds to contribute 400 million yuan in currency, accounting for 80% of the registered capital of Jiayuan era; Contemporary Amperex Technology Co.Limited(300750) it is proposed to contribute RMB 100 million in currency, accounting for 20% of the registered capital of Jiayuan era.
2. Decision making and approval procedures for foreign investment
The foreign investment and the establishment of holding subsidiaries have been deliberated and approved at the 26th meeting of the Fourth Board of directors and the 21st Meeting of the Fourth Board of supervisors, and need to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation, without the approval of relevant government departments. After this matter is deliberated and approved by the company’s second extraordinary general meeting in 2022, the general meeting of shareholders shall authorize the company’s board of directors and its designated personnel to handle the specific matters such as industrial and commercial registration of the above holding subsidiaries and filing and registration of investment and construction projects.
3. The registered capital of this foreign investment and the establishment of holding subsidiaries comes from the company’s own funds, which does not constitute related party transactions, nor does it constitute major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
2、 Basic information of the joint venture
(I) basic information of the joint venture:
1. Enterprise name: Contemporary Amperex Technology Co.Limited(300750)
2. Enterprise type: joint stock limited company (listed, invested or controlled by natural person)
3. Address: No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province
4. Legal representative: Zhou Jia
5. Actual controllers: Zeng Yuqun and Li Ping
6. Registered capital: RMB 2329007802
7. Date of establishment: December 16, 2011
8. Business scope: development, production, sales and after-sales service of lithium ion batteries, lithium polymer batteries, fuel cells, power batteries, super capacity energy storage batteries, supercapacitors, battery management systems and rechargeable battery packs, wind and solar energy storage systems, related equipment and instruments; Investment in new energy industry; Technical services, testing services and consulting services for lithium batteries and related products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Main financial data of the latest fiscal year:
(unit: RMB)
Main financial indicators as of December 31, 2020
Total assets 156618426940.59
Net assets attributable to shareholders of listed companies 64207299366.58
Operating income 50319487697.20
Net profit attributable to shareholders of listed company 5583338710.38
Note: the above financial data have been audited
(II) Contemporary Amperex Technology Co.Limited(300750) has a business relationship with the company and is one of the five largest customers of the company in recent three years.
Except for the above situations, Contemporary Amperex Technology Co.Limited(300750) has no property rights, assets, personnel and other relationships with the company. 3、 Basic information of investment object
(I) basic information of the holding subsidiary to be invested and established
1. Company name: Guangdong Jiayuan Shidai new energy materials Co., Ltd. (tentative name, subject to the final approval of the local market supervision and Administration Bureau)
2. Registered capital: RMB 500 million;
3. Way of contribution: the company contributes 400 million yuan with its own capital, accounting for 80% of the registered capital, and Contemporary Amperex Technology Co.Limited(300750) contributes 100 million yuan with its own capital, accounting for 20% of the registered capital;
4. Company nature: limited liability company;
5. Registered address: Meixian District, Meizhou city;
6. Business scope: R & D, production and sales of high-performance copper foil, as well as the import, export, wholesale and retail business of relevant raw and auxiliary materials (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments). The name, place of registration and business scope of the proposed company shall be finally subject to the approval of the local market supervision and Administration Bureau and other competent examination and approval departments.
(II) basic information of the proposed construction project:
1. Project Name: high performance electrolytic copper foil construction project with an annual output of 100000 tons (tentative name)
2. Project construction subject: Guangdong Jiayuan Shidai new energy materials Co., Ltd. (tentative name, subject to the final approval of the local market supervision and Administration Bureau)
3. Project location: Meixian District, Meizhou City, Guangdong Province
4. Source of funds: Jiayuan times own funds or other self raised funds
5. Expected construction period: the joint venture is planned to build a high-performance electrolytic copper foil project with an annual output of 100000 tons in two phases. The first phase is planned to build a high-performance electrolytic copper foil project with an annual output of 50000 tons, which will be started from the date of completing the paid in registered capital; Phase II plans to build a high-performance electrolytic copper foil project with an annual output of 50000 tons, and the completion time of the project will be confirmed when the phase II project is started.
6. Specific construction content: the project is divided into two phases, and a high-performance electrolytic copper foil production line with an annual output of 100000 tons is proposed.
4、 Main contents of foreign investment contract
(I) joint venture parties
Guangdong Jiayuan Technology Co.Ltd(688388) (hereinafter referred to as “party a”), registered in Meizhou City, Guangdong Province, and its legal address is wenshe village, Yanyang Town, Meixian District, Meizhou city.
Name of legal representative: Liao Pingyuan position: Chairman Nationality: China
Contemporary Amperex Technology Co.Limited(300750) (hereinafter referred to as “Party B”), registered in Ningde City, Fujian Province, with its legal address at No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province.
Name of legal representative: Zhou Jia Title: General Manager Nationality: United States
(II) establishment of joint venture
1. It is agreed that the name of the joint venture is:
English: Guangdong Jiayuan Shidai new energy materials Co., Ltd
Registered with the market supervision and Administration Bureau of Meixian District, Meizhou City, Guangdong Province.
Legal address of the joint venture: Meixian District, Meizhou City, Guangdong Province
The legal representative of the joint venture is the chairman.
The specific industrial and commercial registration information shall be subject to the examination and approval of the company registration authority.
2. The joint venture company has the legal status of the people’s Republic of China, and all its activities must comply with the laws, decrees and relevant regulations of the people’s Republic of China.
3. The organizational form of the joint venture is a limited liability company. Party A and Party B shall bear the debt liability of the company with their respective subscribed registered capital.
(III) purpose of the joint venture
The purpose of the joint venture: to create a win-win, low-carbon and sustainable strategic partnership through close cooperation between the two sides.
(IV) total investment and registered capital
1. The registered capital of the joint venture is RMB 500 million (hereinafter referred to as “registered capital”). Of which: Party A contributes 400 million yuan in cash, accounting for 80% of the registered capital; Party B contributes RMB 100 million in cash, accounting for 20% of the registered capital.
2. The two parties intend to increase the capital of the joint venture company to 2 billion yuan according to the construction of the first phase of the project, corresponding to the construction of the high-performance electrolytic copper foil project with an annual output of 100000 tons. Specifically, the two parties will sign a capital increase agreement separately. After the subsequent capital increase is determined, whether to perform the relevant review and disclosure procedures will be determined according to the actual situation.
3. All subscribed capital contributions shall be paid to the designated account of the company within 30 days after the company is established and the project construction permit is obtained.
(V) business scope and scale
1. Business scope of the joint venture: R & D, production and sales of high-performance copper foil and import, export, wholesale and retail business of relevant raw and auxiliary materials; The details shall be subject to the examination and approval of the company registration authority.
2. The joint venture is planned to build a high-performance copper foil project with an annual output of 100000 tons in two phases. The first phase is planned to build a high-performance electrolytic copper foil project with an annual output of 50000 tons, which will be started from the date of completing the paid in registered capital; Phase II plans to build a high-performance electrolytic copper foil project with an annual output of 50000 tons, and the completion time of the project will be confirmed when the phase II project is started.
(VI) responsibilities of the parties to the joint venture
1. Party A has the following responsibilities and obligations:
1) Be responsible for applying to the relevant competent authorities in China for approval, registration and obtaining business license for the establishment of the joint venture;
2) Assist in the preparation of the joint venture;
3) Provide cash for the registered capital on schedule in accordance with the relevant provisions of this contract;
4) Assist the joint venture company in purchasing or leasing equipment, materials, office appliances, means of transportation and communication facilities in China;
5) Be responsible for contacting and implementing the water, electricity, transportation and other infrastructure of the joint venture;
6) Assist the joint venture company in recruiting management personnel, technicians, workers and other personnel;
7) Assist the joint venture company in handling insurance, product trademark registration, tax relief and other matters entrusted by the company.
8) The expenses for handling and coordinating the above matters shall be paid by the joint venture.
2. Party B has the following responsibilities and obligations:
In accordance with the relevant provisions of this contract, the company shall provide cash for the registered capital on schedule.
3. All parties agree that the expenses for applying for the establishment of the joint venture shall be paid by Party A in advance after the formal signing of the contract, and shall be included in the start-up expenses after the opening.
(VII) corporate governance
1. The board of Directors consists of three directors. Party A appoints two directors. Party B and its affiliates have the right to appoint one director when the total proportion of shares in the joint venture is not less than 10%. The board of directors shall have a chairman, who shall be selected from two directors appointed by Party A. The term of office of each director is three years and can be re elected.
2. The company has no board of supervisors, but one supervisor appointed by Party A. The term of office of the supervisor is three years.
3. The company implements the general manager responsibility system under the leadership of the board of directors, and the general manager is responsible for the daily operation and management of the company.
4. The company has a general manager. The general manager is nominated by the chairman and appointed or dismissed by the board of directors.
5. The company has a financial director, who is nominated by Party A and employed after being approved by the board of directors.
(VIII) liability for breach of contract
1. If the contract and its annexes cannot be performed or fully performed due to the fault of one party, the party at fault shall bear the liability for breach of contract. If it is the fault of both parties, each party shall bear its own liability for breach of contract according to the actual situation.
2. Other liabilities for breach of contract shall be implemented in accordance with relevant provisions of the contract.
(IX) dispute and settlement
1. All disputes arising from or in connection with this contract shall be settled by both parties
