Yunnan Energy New Material Co.Ltd(002812)
Announcement on the progress of signing the strategic cooperation framework agreement with Yuxi Municipal People’s Government
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records
Misleading statements or material omissions.
Special tips:
1. The new energy battery whole industry chain project cooperation agreement signed this time is only a preliminary cooperation framework agreement reached by all parties. The specific matters will be separately agreed by both parties according to the needs of the project at that time. The relevant matters are uncertain. Please pay attention to the investment risks.
2. The specific investment amount and other relevant implementation details of the parties involved in the agreement have yet to be further implemented and clarified, and there is uncertainty about the specific impact on the financial status and operating results of the company in this year and future fiscal years. 3. Other framework agreements or intentional agreements disclosed by the company in the last three years are detailed in “VII. Other relevant instructions” of this announcement.
1、 Transaction overview
On October 27, 2021, the company and Yuxi Municipal People’s government signed the strategic cooperation framework agreement in Yuxi City, which agreed that both parties should cooperate together to give full play to their respective advantages, and jointly introduce lithium, nickel and other mineral resources in Yuxi City, including but not limited to battery positive and negative materials, diaphragm Electrolyte and other battery materials and battery manufacturers will build a new energy battery industry chain industrial system focusing on the manufacturing of power batteries, energy storage batteries and consumer batteries in Yuxi within 3 to 5 years, so as to build a first-class lithium battery industry base in China. 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 October 28, 2021 Announcement on signing the strategic cooperation framework agreement with Yuxi Municipal People’s Government (Announcement No.: 2021-169).
2、 Transaction progress
On February 16, 2022, the company held the 42nd meeting of the Fourth Board of directors, deliberated and approved the proposal on signing the cooperation agreement on the whole industry chain project of new energy batteries, and agreed that the company and Yuxi Municipal People’s government, Eve Energy Co.Ltd(300014) (hereinafter referred to as ” Eve Energy Co.Ltd(300014) “), Zhejiang Huayou Holding Group Co., Ltd. (hereinafter referred to as “Huayou holding”) Yunnan Yuntianhua Co.Ltd(600096) (hereinafter referred to as ” Yunnan Yuntianhua Co.Ltd(600096) “) signed the cooperation agreement on the whole industry chain project of new energy batteries in Kunming, Yunnan Province on the same day. It was agreed that both parties would jointly establish two joint ventures in Yuxi City. After obtaining the exploration and mining rights through the joint venture in accordance with the law, they would jointly mine mineral resources, carry out mineral deep processing, joint research and development Produce and sell new energy batteries and upstream and downstream materials of new energy batteries, drive the construction of new energy battery industry chain, and jointly promote the formation of the whole industrial chain cluster of new energy batteries in Yuxi City. At the same time, the board of directors of the company authorizes the management of the company to handle relevant matters and sign relevant resolutions, agreements and other legal documents.
This agreement is a preliminary cooperation framework agreement reached by all parties. The registered capital, business scope and investment progress of the joint venture in the mineral resources cooperative development project shall be separately agreed by all parties according to the needs of the project at that time. The specific contents, investment amount and other relevant implementation details of the supporting projects planned by all parties need to be further implemented and clarified, The rights and obligations of both parties shall be subject to the specific project investment agreement. This Agreement does not need to be submitted to the general meeting of shareholders of the company for deliberation, nor does it constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The independent directors of the company have expressed their independent opinions on the signing of this agreement. The company will perform corresponding decision-making procedures and information disclosure obligations according to the progress of cooperation matters.
3、 Introduction to partners
(I) Yuxi Municipal People’s Government
1. Nature: local government agency
2. Address: No. 7, Xiushan West Road, Hongta District, Yuxi City
3. Relationship with the company: no relationship
4. No similar transaction has occurred between the company and Yuxi Municipal People’s Government in the past three years
1. Company name: Eve Energy Co.Ltd(300014)
2. Unified social credit Code: 91441300734122111k
3. Type: other joint stock limited companies (listed)
4. Address: No. 38, Huifeng 7th Road, Zhongkai high tech Zone, Huizhou City
5. Legal representative: Liu Jincheng
6. Registered capital: 1888460679 million yuan
7. Business scope: R & D, production and sales: lithium primary battery, lithium secondary battery, lithium polymer battery, lithium ion battery, lithium battery (pack), lithium ion battery pack, nickel hydrogen battery, nickel cadmium battery, alkaline battery, zinc manganese battery, power battery system and battery management system, lithium battery energy storage system, battery materials, nano new materials, water meters, gas meters Manufacturing of semi-finished products and their accessories, technology R & D, development and transfer, import and export of goods, house leasing, processing services, equipment leasing, property management, contract energy management, lithium battery related technical consulting services, battery related maintenance services. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) 8. Relationship with the company: no relationship
9. After inquiring the website of credit China (www.creditchina. Gov.cn) National enterprise credit information publicity system (www.gsxt. Gov.cn. / index. HTML), China executive information disclosure network (Shixin. Court. Gov.cn) There is no dishonest behavior in the securities market and no situation of being dishonest Executees through the website of publishing and querying the list of dishonest Executees of the national courts (Shixin. Court. Gov.cn. / index. HTML) and the websites of the national development and Reform Commission and the Ministry of finance.
10. Similar transactions in the last three years: on August 2, 2021, the company signed the joint venture agreement and supplementary agreement with Eve Energy Co.Ltd(300014) . The two sides established a joint venture with a registered capital of RMB 1.6 billion in Jingmen to build a wet lithium-ion battery isolation membrane and coating membrane project with an annual capacity of 1.6 billion square meters. The total planned investment of the project is RMB 520 million. For details, the company published the announcement on the proposed establishment of a joint venture with Eve Energy Co.Ltd(300014) to build wet lithium battery isolation membrane project (Announcement No.: 2021-128) on August 3, 2021, September 22, 2021 and January 7, 2022 respectively on the designated information disclosure media Announcement on the progress of the proposed joint venture with Eve Energy Co.Ltd(300014) in the construction of wet lithium battery isolation membrane project (Announcement No.: 2021-155) and announcement on the progress of the proposed joint venture with Eve Energy Co.Ltd(300014) in the construction of wet lithium battery isolation membrane project (Announcement No.: 2022-003).
(III) Huayou Holdings
1. Company name: Zhejiang Huayou Holding Group Co., Ltd
2. Unified social credit Code: 913304837964928985
3. Type: limited liability company (foreign investment, non sole proprietorship)
4. Registered address: 103, building 6, No. 288, Fazhan Avenue, Tongxiang Economic Development Zone, Tongxiang City, Jiaxing City, Zhejiang Province
5. Legal representative: Chen Xuehua
6. Registered capital: RMB 709203994
7. Date of establishment: December 19, 2006
8. Main business: general items: holding company services; Equity investment; Engaging in investment activities with its own funds; Sales of electronic special materials; Metal ore sales; Non ferrous alloy sales; Sales of metal materials (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: import and export of goods; Technology import and export (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results).
8. Relationship with the company: no relationship
9. After inquiring the website of credit China (www.creditchina. Gov.cn) National enterprise credit information publicity system (www.gsxt. Gov.cn. / index. HTML), China executive information disclosure network (Shixin. Court. Gov.cn) The list of dishonest persons and the list of dishonest persons published by the national securities Reform Commission (index.gov.html) and the Ministry of Finance (index.cn) do not exist.
10. No similar transaction has occurred between the company and Huayou holdings in the past three years
(Ⅳ) Yunnan Yuntianhua Co.Ltd(600096)
1. Company name: Yunnan Yuntianhua Co.Ltd(600096)
2. Unified social credit Code: 915300002919937260
3. Type: joint stock limited company (Sino foreign joint venture, listed)
4. Registered address: No. 1417, Dianchi Road, Kunming, Yunnan
5. Legal representative: Duan Wenhan
6. Registered capital: 1838113739 yuan
7. Date of establishment: July 2, 1997
8. Main business: R & D of chemical fertilizer, chemical raw materials, new materials, large element water-soluble fertilizer, building materials, mineral feed and new energy, and production and sales of products; Sales of civil explosives, phosphate rock series products, metals and metal ores, coal, coke, flammable liquids, flammable solids, corrosives, compressed and liquefied gases, poisons, oxidants and peroxides, building materials and chemical products, plastic woven bags, hardware and electricity, instrument equipment and accessories, precious metals, Shenzhen Agricultural Products Group Co.Ltd(000061) ; Import and export of chemical raw materials, equipment, electronic products, chemical fertilizer, sulfur, Shenzhen Agricultural Products Group Co.Ltd(000061) ; Loading, unloading and warehousing of phosphate mineral goods in Beihai port area (limited to branches); Chemical engineering design; Freight forwarder. (the above items do not involve special administrative measures for foreign investment access)
8. Relationship with the company: no relationship
9. After inquiring the website of credit China (www.creditchina. Gov.cn) National enterprise credit information publicity system (www.gsxt. Gov.cn. / index. HTML), China executive information disclosure network (Shixin. Court. Gov.cn) There is no dishonest behavior in the securities market and no situation of being dishonest Executees through the website of publishing and querying the list of dishonest Executees of the national courts (Shixin. Court. Gov.cn. / index. HTML) and the websites of the national development and Reform Commission and the Ministry of finance.
10. The company has no similar transaction with Yunnan Yuntianhua Co.Ltd(600096) in the last three years
4、 Main contents of the agreement
Yuxi Municipal People’s government and the company, Eve Energy Co.Ltd(300014) , Huayou holding and Yunnan Yuntianhua Co.Ltd(600096) signed the cooperation agreement on the whole industry chain project of new energy battery in Kunming, Yunnan Province on February 16, 2022. The main contents are as follows:
Party A: Yuxi Municipal People’s Government
Party B: Party B 1: company, Party B 2: Eve Energy Co.Ltd(300014) , Party B 3: Huayou holding, Party B 4: Yunnan Yuntianhua Co.Ltd(600096) 1. Mineral resources cooperative development project
(1) Establishment of joint venture
Both parties agree to jointly establish two companies in Yuxi City, one mainly engaged in mineral resources development (hereinafter referred to as “mineral development company”) and the other mainly engaged in mineral deep processing (hereinafter referred to as “mineral processing company”). The basic equity structure of the two joint ventures is: 1) the investor designated by Party A holds 23% of the shares and is the largest shareholder; 2) Party B 1 holds 22%; 3) Party B 4 holds 17%; 4) Party B 2 holds 20% and Party B 3 (or its designated affiliate) holds 18%; 5) In the future, other partners agreed by both parties can enter the joint venture through equity participation, and the equity of both parties will be diluted in the same proportion at that time. Both parties agree to maintain the relative holding position of the investor designated by Party A, that is, the unilateral shareholding proportion of other shareholders of the joint venture shall not exceed the total shareholding proportion of the investor designated by Party A. The registered capital, business scope, investment progress and other specific matters of the above joint venture shall be separately agreed by both parties according to the needs of the project at that time.
(2) Acquisition of mineral resources
Both parties will make joint efforts to obtain the local mineral development rights of Yuxi City (hereinafter referred to as “target mineral resources”) matching the scale of cooperation between both parties in a legal and compliant manner through the mineral development company.
(3) Future operations of the joint venture
Both parties agree that the future operation of the mineral development company and the mineral processing company will be led by Party B to develop, mine, operate and deep process the mineral resources. The exercise of specific management rights shall be specifically agreed by both parties in the articles of association after the establishment of the joint venture.
(4) Profit distribution mode of the joint venture
The profits generated from the future operation of the joint venture company shall be enjoyed by each shareholder of the joint venture company according to the proportion of paid in capital contribution.
2. Construction of supporting projects such as battery, isolation membrane and battery anode and cathode materials
Party B plans to build new energy battery, lithium battery isolation film, iron phosphate, lithium iron phosphate, copper foil and other battery supporting projects in Yuxi City around the target mineral resources in Yuxi City in the future.
Party B plans to invest in three phases: the first phase of the project promises to invest about 18.05 billion yuan, which will be completed before December 31, 2023. The promised investment for phase II of the project is about 33.65 billion yuan, which will be completed before December 31, 2025. The third phase of the project is planned to be completed by 2030.
Party B 1, Party B 2, Party B 3 and Party B 4 (or their respective designated affiliates) directly establish a project company for cooperative research and development, synthesis, production and sales of new energy batteries, positive and negative materials of new energy batteries, positive material precursors and isolation films. In principle, the project company whose main business involves one party’s advantageous industry shall lead the project, and other parties (including the investor designated by Party A) can choose to participate in the project appropriately.
Both parties agree that during the implementation of the cooperation project, the specific cooperation mode and schedule can be adjusted according to the actual situation, and technology, business and intellectual property can also be introduced if necessary
