Securities code: 603717 securities abbreviation: Tianyu Eco-Environment Co.Ltd(603717) Announcement No.: 2022-011
Tianyu Eco-Environment Co.Ltd(603717)
Announcement on the company’s proposed foreign investment
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as the “company”) plans to increase the capital of Qinghai juzhiyuan New Material Co., Ltd. (hereinafter referred to as the “target company” or “Qinghai juzhiyuan”) in cash. After the capital increase, the company holds 51% of the equity of Qinghai juzhiyuan and obtains its control.
Amount of this investment: no more than RMB 610 million
The proposed foreign investment shall be submitted to the board of directors for deliberation after audit and evaluation. If the evaluation results touch the deliberation standard of the general meeting of shareholders, it shall also be submitted to the general meeting of shareholders for deliberation. This transaction is not a connected transaction. This transaction does not involve the issuance of shares by listed companies, does not constitute reorganization and listing, and will not lead to the change of control of listed companies. However, if the relevant indicators of the target company touch the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies after the third-party audit and evaluation, the review procedure shall be performed again in accordance with the “major asset reorganization”.
Relevant risk tips:
1. The trading company has reached a preliminary intention with the target company (i.e. core business terms). This transaction still needs to go through the third-party audit and asset evaluation, and sign the formal equity investment agreement after being reviewed by the board of directors and the general meeting of shareholders (contingent) in accordance with relevant laws, regulations and the articles of association. Whether it can be implemented and the specific progress of implementation are uncertain.
2. Due to the full pledge of the equity of the subject company, there may be a risk that the transfer of ownership cannot be carried out smoothly or the transfer progress is slow.
3. The target company’s products are greatly affected by the supply-demand relationship between upstream and downstream industries, and there are fluctuations in product prices
Risks; The target company has obtained the approval for the trial production of “lithium hexafluorophosphate”, but the formal production license is being handled, so there is a risk that the formal production time of the product is uncertain; At present, the target company is in a loss state, is still in the trial production stage, has not been officially put into operation, and the operating income is low, so there is a risk that the profit is less than expected; In the course of operation, the target company may also face risks in terms of policy restrictions and technology iteration. If the business development of the target company does not reach the expected level, it will face the risk of loss in this transaction.
4. The company’s non-public offering of shares in 2021 has been lifted on January 4, 2022, and there may be a risk of fluctuation of the company’s share price.
5. The company itself does not have the equipment, technology and intellectual property rights to produce “lithium hexafluorophosphate”.
The company will perform the obligation of information disclosure in time in stages according to the progress of relevant matters. Please pay attention to the investment risks.
1、 Overview of this transaction
(I) basic information of foreign investment:
In order to realize the strategic layout of the listed company and improve the sustainable profitability of the listed company, the company plans to increase the capital of Qinghai juzhiyuan in cash for the production capacity improvement and business development of the target company, and obtain the control of the target company. The source of funds is self raised by listed companies, including but not limited to self owned funds and M & A loans.
Recently, the company and Qinghai juzhiyuan have reached a preliminary intention (i.e. core business terms). The amount of capital increase will not exceed RMB 610 million. After the capital increase is completed, the company will hold 51% equity of Qinghai juzhiyuan, and the target company will become the holding subsidiary of the listed company.
(II) approval procedures for foreign investment
On February 20, 2022, the company held the 39th meeting of the third board of directors, at which the proposal on investing in Qinghai juzhiyuan New Material Co., Ltd. was deliberated and adopted. According to the provisions of the articles of association and the Listing Rules of Shanghai Stock Exchange, the matter needs to be submitted to the board of directors of the company for deliberation and signing a formal investment agreement after audit and evaluation. If the evaluation result touches the deliberation standard of the general meeting of shareholders, it shall also be submitted to the general meeting of shareholders for deliberation.
(III) this transaction is not a related party transaction. This transaction does not involve the issuance of shares by listed companies and does not constitute reorganization
Listing will not lead to the change of control of the listed company. However, if the relevant indicators of the target company are evaluated by the third party audit
In case of major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies, it shall be in accordance with the “major asset restructuring”
“Reorganization” to re perform the review procedure.
2、 Basic information of the target company
Company name: Qinghai juzhiyuan New Material Co., Ltd
Social Credit Code: m630750
Date of establishment: January 7, 2016
Address: No. 5, Dega Road, Delingha City, Haixi Prefecture, Qinghai Province
Registered capital: 150 million yuan
Legal representative: Liu Bingsheng
Company type: other limited liability companies
Business scope: R & D, production and sales of lithium hexafluorophosphate, lithium battery anode and cathode materials and lithium battery ternary materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
1. As of December 31, 2021, the equity structure and shareholders of Qinghai juzhiyuan are as follows:
Unit: 10000 yuan
Sequence name of shareholder subscribed registered paid in registered capital proportion of capital contribution time when the investor first obtained equity capital (%)
1 Liu Bingsheng 11500.00 11500.00 76.67 currency November 26, 2020
2 Qinghai Qaidam development and Construction Co., Ltd. was established on January 7, 2016
3 Cai Xianwei 1500.00 1500.00 10.00 currency March 24, 2021
Total 15000.00 15000.00 100.00
According to the capital verification report issued by Strait certified public accountants Co., Ltd. (Strait inspection Zi (2021) No
Y0026), as of March 3, 2021, the accumulated paid in registered capital of the company was RMB 150 million, with a total of
Shareholders of the company have completed all paid in obligations.
At present, the equity of the target company has been fully pledged to guarantee Qingyin small and medium-sized enterprises in Qinghai Qaidam circular economy experimental zone
The Development Fund (limited partnership) is a 100 million yuan loan entrusted by Haixi Mongolian and Tibetan Autonomous Prefecture Branch of Bank of Qinghai Co., Ltd. to the target company (Note 1).
Basic information of shareholders:
(1) Mr Liu Bingsheng
Mr. Liu Bingsheng, born in 1962, Chinese nationality, became a shareholder of the company by transferring equity in 2020. At present, he is the chairman and legal representative of the company. As of the date of this announcement, in addition to the target company and its subsidiaries, Mr. Liu Bingsheng also served as a supervisor of Qinghai Shaangu Energy Co., Ltd., general manager of Qinghai hengxinrong lithium Technology Co., Ltd. and partner of Dayin investment partnership (limited partnership) in Ningbo Meishan free trade port area (holding 24%). As of the date of issuance of this announcement, Mr. Liu Bingsheng has not been found to have a bad credit record, nor has he been found to be prohibited from serving as a director, supervisor and senior manager of the company as stipulated in the company law.
(2) Qinghai Qaidam development and Construction Investment Co., Ltd
Qinghai Qaidam development and Construction Investment Co., Ltd. was established with the approval of Qinghai provincial government and was established on December 9, 2011. Its main shareholders are Qinghai Qaidam circular economy Experimental Zone Management Committee (holding 66.2338%) and Qinghai circular economy development fund center (holding 33.7662%).
(3) Mr. Cai Xianwei
Mr. Cai Xianwei, born in 1981, Chinese nationality, national registered safety engineer, bachelor degree. From September 2004 to March 2016, served as the R & D director of Morita chemical (Zhangjiagang) Co., Ltd; From March 2016 to November 2016, served as the vice president of production of Houcheng Technology (Nantong) Co., Ltd; From November 2016 to now, he has served as the vice president of production of the company. As of the date of issuance of this announcement, Mr. Cai Xianwei has not been found to have a bad credit record, nor has he been found to be prohibited from serving as a director, supervisor and senior manager of the company as stipulated in the company law.
2. Business profile of the target company:
The target company is a new energy material enterprise specializing in the R & D, production and sales of lithium hexafluorophosphate, lithium battery anode and cathode materials and lithium battery ternary materials. The current product of the target company is “lithium hexafluorophosphate”, which is widely used in the manufacturing field of high-performance lithium batteries. The target company has 10 independent intellectual property rights (patents) for the production of related products, and another 11 patents are under application, totaling 21. The target company has been approved by the Management Committee of Qaidam circular economy experimental zone for the construction project of high-end lithium hexafluorophosphate with an annual output of 6000 tons (reply No.: chaiguan [2021] No. 28), of which the first phase of the production line with an annual output of 2000 tons of lithium hexafluorophosphate has been completed in the second half of 2021 and has obtained the trial production Reply of Delingha Emergency Management Bureau (Document No.: dzyz [2021] No. 177), It has not been officially put into operation. The target company’s phase II production line with an annual output of 4000 tons of lithium hexafluorophosphate is still under construction.
Main financial data of the target company in recent two years (Unaudited)
Unit: Yuan
Name of shareholder January December 2020 January December 2021
1、 Operating income 0.00 3817699.18
2、 Net profit -4674656.58 -28045101.28
December 31, 2020 December 31, 2021
3、 Total assets 700781376.43 882224479.55
4、 Net assets 96395238.60 91350137.32
5、 Total liabilities 604386137.83 790874342.23
3、 Core business terms of this transaction
Party A: Tianyu Eco-Environment Co.Ltd(603717)
Party B: Qinghai juzhiyuan New Material Co., Ltd
Party C: Liu Bingsheng
The underlying assets involved in this investment refer to the equity of Qinghai juzhiyuan new materials Co., Ltd. Party A plans to acquire 51% equity of Party B through cash capital increase, so as to obtain the control right of Party B. The following investment progress will take effect after Party A performs and passes all approval procedures. The necessary approval procedures of Party A (the same below) include: after the subject company has gone through the third-party audit and evaluation procedures, it is necessary to convene the board of directors again and submit it to the general meeting of shareholders (or any) for deliberation and sign the formal equity investment agreement, and the core business terms will be reflected in the formal agreement.
The company has entrusted Zhonghua Certified Public Accountants (special general partnership) to conduct financial audit and jointly conduct asset appraisal with Zhonghe Land Real Estate Asset Appraisal Co., Ltd., which is expected to be completed in the middle of March 2022. The purpose of this assets appraisal is: Tianyu Eco-Environment Co.Ltd(603717) it is proposed to increase the capital of Qinghai juzhiyuan New Material Co., Ltd., and it is necessary to evaluate the market value of all shareholders’ equity of Qinghai juzhiyuan New Material Co., Ltd. According to the appraisal purpose, the value type of the assets appraisal project is: market value. The appraisal object is: the market value of all shareholders’ equity of Qinghai juzhiyuan New Material Co., Ltd.
(I) payment of investment funds:
1. Party A shall increase the capital of RMB 610 million to Party B to obtain 51% equity of Party B after the capital increase.
2. Party B agrees that Party A’s capital increase of 200 million yuan in the first phase shall be remitted to the joint management account designated by Party A and Party B within 10 working days after the investment and M & A has been approved by Party A, and shall be specially used to repay the debt of 200 million yuan owed by Party B to natural persons Li and Ruan.
3. Party B agrees that the second phase capital increase of Party A is RMB 100 million, after the debt problem in Article 2 above is completely solved
