Securities code: 300035 securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) Announcement No.: 2022-016 Hunan Zhongke Electric Co.Ltd(300035)
About the capital increase and share expansion of the subsidiary Zhongke Xingcheng graphite Co., Ltd. in Gui’an New Area
Announcement on cooperation with Contemporary Amperex Technology Co.Limited(300750)
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as “company” or ” Hunan Zhongke Electric Co.Ltd(300035) ” and “listed company”) held the 10th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on February 19, 2022, and considered and adopted the proposal on capital and share increase and cooperation with Contemporary Amperex Technology Co.Limited(300750) of the subsidiary Zhongke Xingcheng graphite Co., Ltd. in Gui’an new area. Agree that the company, Hunan Zhongke Xingcheng Holding Co., Ltd. (hereinafter referred to as “Zhongke Xingcheng holding”) On the same day, Gui’an New Area zhongkexingcheng graphite Co., Ltd. (hereinafter referred to as “Gui’an New Area zhongkexingcheng” and “target company”) signed the capital increase agreement on Gui’an New Area zhongkexingcheng graphite Co., Ltd. (hereinafter referred to as “capital increase agreement”) with Contemporary Amperex Technology Co.Limited(300750) . Zhongkexingcheng holdings and Contemporary Amperex Technology Co.Limited(300750) will increase the capital of zhongkexingcheng in Gui’an new area, Among them, zhongkexing City Holdings will increase the capital of zhongkexing city in Gui’an New Area by 420 million yuan and obtain the new registered capital of zhongkexing city in Gui’an New Area by 420 million yuan, Contemporary Amperex Technology Co.Limited(300750) or its wholly-owned subsidiary will increase the capital of zhongkexing city in Gui’an New Area by 280 million yuan and obtain the new registered capital of zhongkexing city in Gui’an New Area by 280 million yuan, After the capital increase, the registered capital of zhongkexing city in Gui’an new area will be increased from RMB 100 million to RMB 80 million.
Before the capital and share increase, the equity structure of Zhongke Star City in Gui’an new area is as follows:
Name of shareholder subscribed registered capital subscribed proportion of capital contribution contribution method of capital contribution
(10000 yuan) (%)
Zhongke Xingcheng holding 10000 100% monetary contribution
Total 10000 100%
After the capital and share increase, the equity structure of Zhongke Xingcheng in Gui’an new area is as follows:
Name of shareholder subscribed registered capital subscribed proportion of capital contribution contribution method of capital contribution
(10000 yuan) (%)
Zhongke Xingcheng holding 52000 65% monetary contribution
Contemporary Amperex Technology Co.Limited(300750) or its wholly-owned subsidiary 28000 35% monetary contribution
Total 80000 100%
Within the approval authority of the board of directors of the company, this matter has been deliberated and approved at the 10th meeting of the Fifth Board of directors of the company, and does not need to be deliberated and approved by the general meeting of shareholders.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
Since Hunan Zhongke Xingcheng Technology Co., Ltd., a wholly-owned subsidiary of the company, owns 55% of the voting rights of Zhongke Xingcheng holding, which can realize the control of Zhongke Xingcheng holding. Zhongke Xingcheng holding and Zhongke Xingcheng in Gui’an new area are the holding subsidiaries of the company. At the same time, the company, Zhongke Xingcheng holding and Zhongke Xingcheng in Gui’an new area are not related to Contemporary Amperex Technology Co.Limited(300750) , so, This transaction does not constitute a connected transaction.
2、 Basic information of counterparty
1. Enterprise name: Contemporary Amperex Technology Co.Limited(300750)
2. Unified social credit Code: 91350900587527783p
3. Type: joint stock limited company (listed, natural person investment or holding)
4. Legal representative: Zhou Jia
5. Date of establishment: December 16, 2011
6. Registered capital: RMB 2329007802
7. Address: No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province
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. Equity structure:
Serial number shareholder name shareholder nature shareholding proportion shareholding quantity (shares)
1 Ningbo Meishan free trade port Ruiting Investment Co., Ltd. 24.54% domestic general legal person 571480527 company
2 Huang Shilin’s natural persons 11.20% 260900727
3 Hong Kong Central Clearing Company Limited overseas legal person 7.16% 166871779
4 Ningbo United Group Co.Ltd(600051) innovative new energy investment management, 6.78% of domestic general legal persons, 157900338 partnership enterprises (limited partnership)
5 Liping domestic natural person 4.81% 111950154
6 Shenzhen Zhaoyin No. 3 equity investment partnership domestic general legal person 1.99% 46231887
Industry (limited partnership)
7 Hubei Changjiang Zhaoyin power investment partnership domestic general legal person 1.84% 42915098
(limited partnership)
8 Hillhouse Capital Management Co., Ltd. – China price overseas legal person 1.83% 42606855
Value Fund (exchange)
9 general legal person in Tibet Hongshang Capital Investment Co., Ltd. 1.69% 39330361
10. Borui Ronghe investment in Ningbo Meishan free trade port area is a domestic general legal person with 1.38% of 32054300
Partnership (limited partnership)
11 other shareholders – 36.79% 856765776
Total 100.00% 2329007802
Note: 1. The top ten shareholders are from the third quarter report of Contemporary Amperex Technology Co.Limited(300750) 2021;
2. The difference in mantissa between the sum of total and each addend in the above table is caused by rounding.
The actual controllers are Zeng Yuqun and Li Ping.
10. Association relationship: there is no association relationship between the company and Contemporary Amperex Technology Co.Limited(300750) .
11. Other notes: Contemporary Amperex Technology Co.Limited(300750) is not a dishonest person.
3、 Basic information of transaction object
1. Overview of the target company
Enterprise name: Gui’an New Area Zhongke Xingcheng graphite Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Address: 8-12-18 (1-4), digital economy industrial park, Gui’an New District, Guizhou Province
Legal representative: Pi Tao
Registered capital: 100 million yuan
Unified social credit Code: 91520900ma7e0n507f
Date of establishment: December 13, 2021
Business scope: graphite and carbon products manufacturing; Sales of graphite and carbon products; Research and development of new material technology; Research and development of special electronic materials; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of high performance fiber and composite materials; Sales of high-performance fibers and composites; Manufacturing of non-metallic mineral products; Sales of non-metallic minerals and products; New material technology promotion services; Coal based activated carbon and other coal processing; Research and development of carbon fiber recycling technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Battery manufacturing; Battery sales; Graphene material sales. Projects involving licensed operation can only be operated after obtaining the permission of relevant departments.
2. There is no mortgage, pledge or other third-party rights in zhongkexing city of Gui’an new area, no major disputes, litigation or arbitration matters involving assets, and no judicial measures such as seizure and freezing.
3. Main financial data: zhongkexing city in Gui’an new area was newly established on December 13, 2021, and there is no main financial data of the latest year.
4、 Main contents of the agreement
On February 19, 2022, the company and Contemporary Amperex Technology Co.Limited(300750) signed the capital increase agreement on Zhongke Xingcheng graphite Co., Ltd. in Gui’an New District, the main contents are as follows:
Party A: Contemporary Amperex Technology Co.Limited(300750)
Party B: Hunan Zhongke Xingcheng Holding Co., Ltd
Party C: Gui’an New Area Zhongke Xingcheng graphite Co., Ltd
Party D: Hunan Zhongke Electric Co.Ltd(300035)
Party A, Party B, Party C and Party D are collectively referred to as “parties”.
(I) capital increase arrangement
1. All parties confirm that the registered capital of the target company before this capital increase is 100 million yuan (at present, Party B has paid 80 million yuan to the target company). Party A and Party B will increase the capital of the target company, of which Party A will invest 280 million yuan to the target company by itself or through its wholly-owned subsidiary, and obtain an additional registered capital of 280 million yuan; Party B will increase the capital of the target company by 420 million yuan and obtain the new registered capital of the target company by 420 million yuan. After the capital increase, the registered capital of the target company will increase from 100 million yuan to 80 million yuan. Party A or its wholly-owned subsidiary holds 35% of the equity of the target company after the capital increase, and Party B holds 65% of the equity of the target company after the capital increase.
2. Payment method and time of capital increase
(1) The capital increase will be made in two phases. For Party A or its wholly-owned subsidiary, it shall be made within ten (10) working days after the preconditions for delivery agreed in the capital increase agreement are met or waived by Party A in writing, Remit the initial capital increase of RMB 100 million to the bank account designated by the target company (the payment of Party A’s initial capital increase is called “delivery”, and the date of Party A’s delivery is called “delivery date”); As far as Party B is concerned, it shall complete the paid in obligations in the same proportion as Party A according to its shareholding ratio in the target company within three (3) working days from the delivery date.
The subsequent parties will jointly negotiate and determine the time of the remaining subscribed capital contributions of Party A and Party B according to the actual needs of the target company’s production line construction and technology R & D, and Party A and Party B shall be consistent in the progress and proportion of the paid capital contributions.
(2) Main preconditions for this capital increase
The main preconditions for the obligation of Party A or its wholly-owned subsidiary to pay the capital increase in accordance with the agreement (“delivery preconditions”) are as follows:
1) All transaction documents, including this agreement, the articles of association of the target company, and other ancillary agreements, resolutions and other documents required to complete the capital increase (collectively referred to as “transaction documents”), have been legally and effectively signed and come into force by all parties and remain in full force and effect before the closing date;
2) Each party has properly obtained all authorizations, resolutions or approvals necessary for the performance of this Agreement (including the resolution of the shareholders’ meeting of the target company approving this capital increase, which shall include the following contents: (I) approving the signing and performance of this capital increase, this agreement, the articles of association and other transaction documents of the target company; (II) appoint the person appointed by Party A as a member of the board of directors of the target company);
3) Party D has signed relevant investment agreements with the local people’s government;
4) The capital increase has completed the declaration of business concentration and obtained the decision of the State Administration of market supervision not to prohibit or implement further examination;
5) The business, assets and finance of the target company have not changed significantly since the date of signing this agreement, and it is reasonably expected that there will be no significant adverse changes.
(II) project construction and business cooperation plan of the target company
1. Project construction plan
The target company plans to build a capacity of 65000 tons in the first phase of the “100000 tons / year lithium battery cathode material integration project” (phase I expansion project); Phase II plans to build a capacity of 35000 tons (“phase II expansion project”).
If the production capacity construction progress is affected by factors beyond the control of the target company such as local government land supply, Party A and Party B shall jointly promote the project construction or solve it through negotiation.
2. Business cooperation plan
After Party A and Party B jointly invest in the target company and the negative pole expansion project of the target company is completed and put into operation, Party A has the priority right to purchase the capacity of such negative pole expansion project, that is, the target company will give priority to ensuring the supply of graphitized negative pole products (“negative pole products”) of Party A.
The specific negative electrode product model and corresponding product supply quantity supplied by the target company to Party A shall be determined by all parties through negotiation, and shall be subject to the formal purchase agreement or order signed.
(III) governance structure of the target company
1. The board of directors of the target company shall be composed of three directors, of which Party A has the right to appoint one director, Party B has the right to appoint two directors, and the chairman shall be the director appointed by Party B. director
