Securities code: 002756 securities abbreviation: Yongxing Special Materials Technology Co.Ltd(002756) Announcement No.: 2022-009 Yongxing Special Materials Technology Co.Ltd(002756)
About wholly owned subsidiaries and Jiangxi Tungsten Industry Co., Ltd
Announcement of signing letter of intent
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.
Special tips:
1. Jiangxi Yongxing special steel new energy technology Co., Ltd. (hereinafter referred to as "Jiangxi Yongxing new energy"), a wholly-owned subsidiary of Yongxing Special Materials Technology Co.Ltd(002756) (hereinafter referred to as "the company"), signed a letter of intent for cooperation with Jiangxi Tungsten Industry Co., Ltd. (hereinafter referred to as "Jiangxi tungsten industry"), in order to give full play to the technical advantages of Jiangxi Yongxing new energy and the resource advantages of Jiangxi tungsten industry, It is proposed to establish a joint venture to build a lithium carbonate project with an annual output of 20000 tons.
2. The letter of intent on cooperation signed this time is only an intentional agreement preliminarily reached by both parties on the scope and mode of cooperation, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. The final cooperation content of both parties shall be subject to the formal cooperation agreement signed by both parties after negotiation. The company will timely perform the review procedures and information disclosure obligations according to the progress of cooperation and relevant regulations.
3. The signing and performance of this letter of intent will not have a significant impact on the company's operating performance this year. Please pay attention to investment risks.
1、 Signing of letter of intent
1. Basic information on the signing of letter of intent
Jiangxi Yongxing new energy, a wholly-owned subsidiary of the company, is mainly engaged in lithium mining, deep processing and lithium carbonate sales. It has the technology of low-cost comprehensive utilization of lithium mica to prepare high-purity lithium carbonate, which has the advantages of high comprehensive utilization rate of resources, low preparation cost and environment-friendly; Jiangxi tungsten industry is mainly engaged in the mining, smelting, processing and scientific research of tungsten, tantalum, niobium, lithium and other non-ferrous metals. The lithium mica concentrate mined and processed by Yichun Tantalum Niobium Mine Co., Ltd. (hereinafter referred to as "Yichun Tantalum niobium mine") is of high grade.
In order to give full play to the technical advantages of Jiangxi Yongxing new energy and the resource advantages of Jiangxi tungsten industry, and realize complementary advantages and strong combination, the two sides recently signed a letter of intent to jointly invest in the establishment of a joint venture to invest in the construction of a 20000 ton lithium carbonate production line. The equity ratio of the joint venture is 49% of Jiangxi Yongxing new energy and 51% of Jiangxi tungsten industry. 2. Approval procedures for this cooperation
The letter of intent on cooperation signed this time is only an agreement of intent preliminarily reached by both parties on the scope and mode of cooperation, and does not involve the specific amount. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the articles of association and the company's foreign investment management system, it does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. The company will timely fulfill the review procedures and information disclosure obligations according to the progress of cooperation and relevant regulations.
3. The signing of the letter of intent does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Counterparty introduction
1. Name: Jiangxi Tungsten Industry Co., Ltd
2. Unified social credit Code: 91360400784109732j
3. Type: other joint stock limited companies
4. Legal representative: Zhou Shaobing
5. Registered capital: 926897634 million yuan
6. Address: Section 4, fengtianwei, Tieshanlong Town, Yudu County, Ganzhou City, Jiangxi Province
7. Date of establishment: December 16, 2005
8. Business scope: nonferrous metal exploration, mining, processing and sales (mainly tungsten, molybdenum and bismuth metals), nonferrous metal smelting and calendering (mainly tungsten, molybdenum, tantalum and niobium metals) and the production and sales of their application products, China's foreign trade, comprehensive utilization of resources, special equipment manufacturing, scientific research and technical services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Ownership structure:
Serial number shareholder name shareholding ratio
1 Jiang tungsten Group Co., Ltd. 86.75%
2 Jiangxi rare metal tungsten industry group Co., Ltd. 10.93%
3 Jiangxi Tungsten Industry Holding Group Co., Ltd. 2.32%
Total 100.00%
10. Association relationship: there is no association relationship with the company
11. Similar transactions: the company has no similar transactions with Jiangxi tungsten industry in the past three years
12. Upon inquiry, Jiangxi tungsten industry does not belong to the "dishonest executee"
3、 Main contents of letter of intent
Party A: Jiangxi Tungsten Industry Co., Ltd
Social Credit Code: 400919732410j
Registered address: Section 4, fengtianwei, Tieshanlong Town, Yudu County, Ganzhou City, Jiangxi Province
Party B: Jiangxi Yongxing special steel new energy technology Co., Ltd
Unified social credit Code: 91360924ma368a877d
Registered address: Changxin East Road, industrial park, Yifeng County, Yichun City, Jiangxi Province
(I) purpose of cooperation
In order to give full play to their respective advantages and realize complementary advantages and strong alliance, based on the principles of equality, voluntariness, mutual benefit and win-win results, Party A and Party B jointly funded and established a joint venture to invest in the construction of lithium carbonate production line and promote the development of lithium battery new energy industry in Jiangxi.
(II) cooperation content
1. Both parties set up a joint venture in Yichun City in the form of cash contribution. The equity ratio of the joint venture is 51% for Party A and 49% for Party B. The joint venture is mainly engaged in the production and sales of battery grade lithium carbonate, and the output of battery grade lithium carbonate is supplied to Contemporary Amperex Technology Co.Limited(300750) .
2. The planned capacity of the lithium carbonate production line of the joint venture is 20000 tons per year. The project is implemented in two phases, of which the first phase is constructed with an annual output of 10000 tons of lithium carbonate. Party A is responsible for providing the supply guarantee of lithium mica raw materials, and Party B is responsible for providing the technical guarantee for the preparation of battery grade lithium carbonate from lithium mica.
3. From the establishment of the joint venture to the completion and operation of the lithium carbonate production line, the lithium mica concentrate of Yichun Tantalum Niobium Mine Co., Ltd. affiliated to Party A is sold to the joint venture, and the joint venture entrusts Party B or a third party to process it.
4、 Impact on the company
1. The company and Jiangxi Yongxing new energy have advanced mica lithium extraction technology and intelligent internal management means; Jiangxi tungsten industry and Yichun Tantalum niobium mine have rich reserves and high-grade lithium mica resources. This cooperation between the two sides can realize complementary advantages and strong combination, which is conducive to the company to seize the opportunity of the rapid development of lithium new energy industry, further improve the company's lithium carbonate market share and Yongxing brand popularity, and consolidate and enhance the company's position as a leading enterprise in mica lithium extraction.
2. The signing of the letter of intent will not affect the normal production and operation of the company and will not damage the interests of shareholders of the company.
5、 Risk tips
1. The signing and performance of this letter of intent will not have a significant impact on the company's operating performance this year. 2. The letter of intent signed this time is only an intentional agreement, and the specific implementation progress and implementation are uncertain. The final cooperation content of both parties shall be subject to the formal cooperation agreement signed by both parties after negotiation. The company will timely perform the review procedures and information disclosure obligations according to the progress of cooperation and relevant regulations. Please pay attention to the investment risks.
6、 Other relevant instructions
1. Framework agreements or intentional agreements disclosed in the last three years
The company and Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) (hereinafter referred to as " Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) ") signed the strategic cooperation framework agreement on June 10, 2019 to further carry out strategic cooperation in supply chain stability, key technical cooperation, capital cooperation and other aspects, For details, see the announcement on signing strategic cooperation framework agreement with Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) published on cninfo.com on June 11, 2019 (Announcement No.: 2019-037). Up to now, Zhejiang Jiuli Hi-Tech Metals Co.Ltd(002318) Holds 36 million shares of the company, accounting for 8.87% of the total share capital of the company. The company's cooperation with it is ongoing.
2. Relevant information on the reduction of shareholders' holdings and the lifting of restrictions on the sale of restricted shares
Within three months before the signing of this letter of intent, the controlling shareholder of the company, Mr. happy Jiang, reduced 2283900 shares of the company by means of centralized bidding, and Mr. Zou Weimin, deputy general manager of the company, reduced 88000 shares of the company by means of block trading. The controlling shareholder happy Mr. Jiang's share reduction plan is still in progress. For details, see the pre disclosure announcement on the reduction of shares by controlling shareholders (Announcement No.: 2021-079) published by the company on cninfo.com on August 28, 2021.
Within three months after the signing of this letter of intent, there is the possibility that the restricted shares held by Mr. Gao Yibin, the deputy general manager, Ms. Deng Qianwen, the financial director, Ms. Xu Feng, the deputy general manager and the Secretary of the board of directors, and Mr. Zou Weimin, the deputy general manager, may be lifted at the expiration of the first assessment period, The specific number of sales restrictions lifted shall be subject to the assessment results at that time. For details, please refer to the 2020 restricted stock incentive plan (Draft) published on cninfo.com on July 14, 2020.
7、 Documents for future reference
1. Letter of intent
It is hereby announced.
Yongxing Special Materials Technology Co.Ltd(002756) board of directors February 16, 2022
