Securities code: 000546 securities abbreviation: Jinyuan Ep Co.Ltd(000546) Announcement No.: 2022-031 Jinyuan Ep Co.Ltd(000546)
Announcement on the signing of cooperation framework agreement by the company
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. The company and Xi’an jinzang membrane Environmental Protection Technology Co., Ltd. (hereinafter referred to as “jinzang membrane environmental protection”) signed a cooperation framework agreement (hereinafter referred to as “this Agreement”), which is a framework agreement for technical cooperation between both parties. The agreed matters are only intended documents for future business strategic cooperation between both parties. When carrying out specific cooperation business, Subject to the specific cooperation agreement / Contract negotiated and signed separately. This Agreement does not involve specific investment targets for the time being. Please pay attention to investment risks.
2. This agreement is a framework agreement and does not involve specific investment amount. The signing matters of this Agreement do not need to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval, and do not constitute related party transactions and major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. The company will perform the obligation of information disclosure according to the follow-up cooperation. 3. See “v. other relevant instructions” in this announcement for the details of the framework agreement or intentional agreement disclosed by the company in the last three years.
1、 Transaction overview
Jinyuan Ep Co.Ltd(000546) (hereinafter referred to as “the company”) and jincangmo environmental protection signed the cooperation framework agreement.
The signing of this framework agreement aims to establish a strategic partnership between the two sides and maintain it for a long time. The mutual trust, practice and tacit understanding established by the two sides in cooperation are the basis of the strategic partnership. Promoting innovation and creation, improving efficiency and common development are the target interests of bilateral cooperation. The basic principles of this Agreement are voluntariness, complementary advantages, mutual benefit, mutual cooperation and mutual promotion.
2、 Counterparty introduction
Company name: Xi’an jinzang membrane Environmental Protection Technology Co., Ltd
Registered address: Shaanxi Membrane Separation Technology Research Institute, No. 13, middle section of Yanta Road, Beilin District, Xi’an City, Shaanxi Province
Unified social credit Code: 91610103ma6u6hyy9w
Registered capital: RMB 100.8 million
Legal representative: Wang Lei
Business scope: Sales of high-purity elements and compounds; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Sales of new membrane materials; Manufacturing of new membrane materials; Beneficiation; Sales of gas and liquid separation and purification equipment; The manufacturing of gas and liquid separation and purification equipment is limited to the manufacturing of special equipment (excluding the manufacturing of licensed professional equipment); Sales of mechanical equipment; Water environment pollution prevention and control services; Water pollution control; Sewage treatment and recycling; Manufacturing of water quality pollutant monitoring and detection instruments; Manufacturing of eco-environmental materials; Sales of water pollution monitoring and testing instruments; Research and development of fermentation process optimization technology; New material technology promotion services; Research and development of new material technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (except for projects subject to approval according to law, carry out business activities independently according to law by virtue of business license) licensed projects: Construction of construction projects; Construction engineering design. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
Shareholder structure: Shaanxi Membrane Separation Technology Research Institute Co., Ltd. holds 43.6542% equity of jinzang membrane environmental protection; Jinzang environmental protection film holds 846.52% of the equity of dysprosium; Lin Mingdong holds 4.3651% equity of jinzang membrane environmental protection; Shaanxi leading optoelectronic integrated technology investment partnership (limited partnership) holds 4.9603% equity of jinzang film environmental protection; Xi’an Xijiao 18961 venture capital partnership (limited partnership) holds 0.6837% equity of jincangmo environmental protection; Rudong Cangjin technology equity investment fund partnership (limited partnership) holds 6.1012% equity of Jincang film environmental protection; Shenzhen Yashang nuohui equity investment fund partnership (limited partnership) holds 1.7093% equity of jincangmo environmental protection; Xi’an Xijiao Kechuang equity investment partnership (limited partnership) holds 1.3675% equity of jincangmo environmental protection; Shaanxi science and technology control financing and assistance venture capital management partnership (limited partnership) holds 3.4187% equity of jincangmo environmental protection; Shenzhen Qianhai Hongsheng Technology Co., Ltd. holds 3.6111% equity of jinzang film environmental protection; Shenzhen Qianhai Yutian investment management partnership (limited partnership) holds 17.0337% equity of jincangmo environmental protection; Haining Huachu lithium energy equity investment partnership (limited partnership) holds 6.25% equity of jinzang membrane environmental protection.
3、 Main contents of cooperation framework agreement
(I) parties
Party A: Jinyuan Ep Co.Ltd(000546)
Party B: Xi’an jinzang membrane Environmental Protection Technology Co., Ltd
(II) main contents of this cooperation framework agreement
1. Cooperation mode
In the form of joint cooperation, Party A and Party B realize the complementary advantages of technology and resources, carry out technical research on key technical problems in relevant fields and common problems in the industry, as well as mutual cooperation in platform construction, subject application, talent exchange and achievement transformation. The specific cooperation projects shall be separately signed by Party A and Party B after negotiation.
2. Cooperation content
2.1 personnel training
Party A and Party B shall carry out mutual training cooperation according to their respective talent training plans. The ways of cooperation are as follows: 2.1.1 Party A can entrust Party B to introduce and train high-quality and highly educated technical talents according to the actual needs of the industry or the company; According to the requirements of Party A, Party B implements targeted talent training for Party A’s talent construction by means of actual project intervention.
2.1.2 according to its own development needs and talent training plan, Party B shall irregularly send new employees or young technicians to visit and study at Party A’s production site, and the specific cooperation matters shall be determined by both parties through consultation.
2.2 technical cooperation
Party A and Party B regularly or irregularly conduct in-depth communication and mutual understanding on their respective technical advantages, technical difficulties or obstacles in the form of discussion, on-site investigation and technical exchange meeting; Taking advantage of its professional talents, technology and engineering experience, Party B actively provides Party A with services such as scientific and technological consultation, research and development of key technologies and engineering application guidance, and gives priority to the use of relevant scientific and technological achievements; Taking advantage of its own resources and industrial integration advantages, Party A shall give priority to providing Party B with some funds, sites and relevant technical personnel for the transformation and implementation of technical achievements from laboratory development to engineering. Both parties agree to carry out specific cooperation in the following directions within the agreed period of the agreement:
2.2.1 key technologies for efficient development and utilization of lithium resources in salt lakes
Party A and Party B agree to carry out joint research on key technologies and equipment in lithium extraction from salt lakes and promote the implementation of relevant achievements.
2.2.2 key technologies for comprehensive utilization of salt lake brine resources
Party A and Party B agree to carry out joint research on key technologies and equipment in high-efficiency magnesium removal and lithium extraction, potassium extraction, boron extraction, rubidium and cesium extraction from salt lake brine.
2.2.3 other fields
According to their respective development strategies in the future, Party A and Party B may agree that if necessary, both parties shall give priority to the other party to carry out long-term cooperation in other fields not involved in the above.
2.3 technology project application and platform construction
Taking advantage of Party A’s industrial status and influence, Party B’s experience in subject application, technology and talent advantages, the two sides cooperate to carry out relevant cooperation in science and technology project application and platform construction. The cooperation mode of both parties can be joint declaration, or Party B can carry out consulting services for Party A. Specific cooperation contents include:
2.3.1 Party B shall assist Party A to jointly carry out the project application of national, provincial and municipal scientific and technological R & D plans on the scientific and technological development contents such as green mine construction, resource conservation and comprehensive utilization demonstration, circular economy demonstration, device technological transformation, product upgrading, refinement and diversification;
2.3.2 relying on the existing resources and industrialization advantages of Party A, the technical talents of Party B and the advantages of the existing platform, Party A and Party B cooperate in the construction of scientific research platform and jointly apply for the construction projects of vertical platforms such as provincial and national key laboratories and engineering technology research centers.
3. Obligations of Party A
3.1 Party A shall be responsible for providing necessary on-site production data and raw materials required for the test according to the technical requirements of Party B. 3.2 during the project implementation period, provide necessary on-site working and living conditions and necessary cooperation.
3.3 organize the scientific and technological innovation docking team according to the needs of cooperation, and designate Zhang zhanliang as the person in charge of docking contact. 4. Obligations of Party B
4.1 Party B shall prepare and provide relevant necessary technical documents (project proposal, project implementation scheme, test research report, project application report, etc.) according to the needs of Party A.
4.2 Party B shall assist Party A in the post project evaluation, including project acceptance, achievement appraisal, award patent application, paper publication, etc.
4.3. Organize scientific and technological innovation docking team according to the needs of cooperation, and designate Xie Chao as the person in charge of docking contact. 4、 Impact on the company
As a guiding document for long-term technical cooperation between both parties, this agreement is also the basis for both parties to sign relevant contracts. The signing of this agreement will help to give full play to the resources and technical advantages of both parties and reach a deep strategic cooperative relationship in the field of lithium technology.
Jinzang membrane environmental protection is a comprehensive solution supplier committed to the development of global lithium resources and technical services. It mainly focuses on the recovery, extraction and technical development of lithium resources in salt lake brine with low-grade and high magnesium lithium ratio, focusing on membrane separation.
In order to implement the company’s second take-off plan and fully implement the new energy 515 plan and two wheel drive strategy, the company has established an in-depth technical cooperation relationship with jinzang membrane environmental protection, which will help the company to research and develop and accumulate key technologies for lithium extraction in Salt Lake, provide technical support for the further establishment of Lithium Industry Research Institute and jointly promote industrial development planning. This cooperation is conducive to the company’s long-term development, improve the company’s core competitiveness and profitability, and is in line with the company’s development strategy.
5、 Other relevant instructions
(I) the company has disclosed the framework agreement or intention agreement in the last three years
1. On May 24, 2020, the company and China conch venture Holding Co., Ltd. signed the conditional strategic cooperation agreement with strategic investor China conch venture Holding Co., Ltd. and Mr. Xu Qing signed the conditional strategic cooperation agreement with strategic investor Mr. Xu Qing, See Jinyuan Ep Co.Ltd(000546) announcement on introducing strategic investors and signing a conditional strategic cooperation agreement (Announcement No.: 2020-044) disclosed by the company on May 25, 2020 for details. The agreement has been terminated.
2. On June 5, 2020, the company signed the strategic cooperation framework agreement with China Energy Engineering Group Co., Ltd. for details, see the announcement on signing the strategic cooperation framework agreement (Announcement No.: 2020-068) disclosed by the company on June 6, 2020. The agreement is still in litigation. 3. On September 23, 2021, Jinyuan New Energy Development Co., Ltd., a wholly-owned subsidiary of the company, signed the cooperation framework agreement with Li Fengying, Zhong Xiufang, Li songbin and their wholly-owned subsidiaries, Tibet Ali Chenyu Mining Co., Ltd. for details, see the announcement on signing investment framework agreement by subsidiaries (announcement No.: 2021-074) disclosed by the company on September 24, 2021, Although the exclusivity period has passed, the two sides continue to maintain friendly relations, and the above-mentioned agreements are still actively promoting negotiations.
On October 10, 2024, the company signed the supplementary agreement on cooperation with the wholly-owned shareholders of Tibet Jinyan Mining Co., Ltd. and Ali jinliu New Energy Development Co., Ltd. and their subsidiaries, For details, see the announcement on signing Investment Framework Agreement and supplementary agreement by subsidiaries (Announcement No.: 2021-079) disclosed by the company on October 9, 2021. The equity transfer agreement has been signed to promote the project construction.
5. On October 11, 2021, Jinyuan New Energy Development Co., Ltd., a wholly-owned subsidiary of the company, signed the cooperation framework agreement with Tibet he Lithium Industry Co., Ltd. and its target company shareholders Huang Liangbiao and Yu Fei. See the company for details
The announcement on the signing of investment framework agreement by subsidiaries (Announcement No.: 2021-084) disclosed by the company on October 13, 2021 has passed the exclusive period, but the two sides continue to maintain friendly relations, and the above agreement matters are still actively promoting the negotiation.
6. On January 5, 2022, the company’s subsidiary Tibet Ali Liyuan Mining Development Co., Ltd. signed the strategic cooperation framework agreement with the Ali regional administrative office of Tibet Autonomous Region. For details, see the announcement on the subsidiary’s investment in the 8000 CuO Salt Lake project and signing the strategic cooperation framework agreement with the government (Announcement No.: 2022-006) disclosed by the company on January 6, 2022, The above-mentioned agreements are under way.
7. On January 13, 2022, Jinyuan New Energy Development Co., Ltd. and Zhongke Suhua (Beijing) Technology Development Co., Ltd. signed the joint strategic cooperation framework agreement. For details, see the announcement on the subsidiary’s investment in the 8000cuo Salt Lake project and signing the strategic cooperation framework agreement with the government (Announcement No.: 2022-014) disclosed by the company on January 14, 2022, The above-mentioned agreements are under way.
8. On January 21, 2022, the company signed the strategic cooperation agreement with Guizhou Hengda mining Holding Co., Ltd. for details, see the announcement on the signing of strategic cooperation agreement by the company (Announcement No.: 2022-015) disclosed by the company on January 22, 2022. The above agreement matters are in the process of promotion.
9. On February 8, 2022, the company signed the strategic cooperation agreement with Shanda Qili information technology (Beijing) Co., Ltd. for details, see the announcement on the signing of strategic cooperation agreement by the company (Announcement No.: 2022-028) disclosed by the company on February 9, 2022. The above agreements are in the process of promotion.
(II) this framework
