Securities code: Gem Co.Ltd(002340) securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022018 Gem Co.Ltd(002340)
Announcement on signing the strategic cooperation agreement of “recycling nickel resources material manufacturing” with Ningbo Ronbay New Energy Technology Co.Ltd(688005) Ningbo Ronbay New Energy Technology Co.Ltd(688005)
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 strategic cooperation agreement signed this time is a framework agreement on the cooperation will and basic principles of both parties. There is still uncertainty in the specific implementation process. The board of directors of the company will actively pay attention to the progress of the matter and fulfill the obligation of information disclosure in time. Please make careful decisions and pay attention to investment risks.
2. The signing of this agreement will not have a significant impact on the company’s financial status and operating performance this year.
1、 Overview
In order to implement the strategic cooperation of “resources + technology + market”, jointly build an industrial chain strategic cooperation system of “nickel and cobalt resources – power battery recycling – ternary precursor manufacturing – ternary material manufacturing”, connecting the “nickel and cobalt resources – material manufacturing – battery recycling end”, Form a complete resource development, technology development and industrial development system of “nickel and cobalt resource exploitation – power battery recovery – ternary precursor manufacturing – ternary material manufacturing”. Gem Co.Ltd(002340) (hereinafter referred to as “company” Gem Co.Ltd(002340) “or” Party B “) and Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as” Ningbo Ronbay New Energy Technology Co.Ltd(688005) “or” party a “) are based on the principle of” deep mutual trust and deep integration “, On February 25, 2022, the Ningbo Ronbay New Energy Technology Co.Ltd(688005) – Gem Co.Ltd(002340) strategic cooperation agreement (hereinafter referred to as “strategic cooperation agreement” or “this Agreement”) was jointly signed on the basis of controlling the development of global new energy industry and industry competition and the strategic height of sustainable development of nickel resources. According to the strategic cooperation agreement, Party A and Party B will conduct strategic cooperation in power battery recycling, nickel resource smelting in Indonesia and precursor business, jointly build a globally competitive new energy material industry chain, jointly promote the global new energy life cycle value chain, and jointly build a global sustainable value competitiveness and good return on investment. Party A assists Party B to become the core supplier of its precursor strategy. From 2022 to 2026, on the premise that the technology, quality, cost, delivery and service of Party B’s precursor products meet Party A’s requirements and have competitive advantages, Party A expects to purchase no less than 300000 tons of precursors from Party B.
According to the articles of association and other relevant provisions, the strategic cooperation agreement signed by the company does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval. The signing of the strategic cooperation agreement does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. The company will timely fulfill the obligation of information disclosure according to the subsequent actual progress.
2、 Introduction to partners
Company name: Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Legal representative: Bai Houshan
Registered capital: 44809581 yuan
Date of establishment: September 18, 2014
Registered address: No. 39, tanjialing East Road, Yuyao City, Zhejiang Province
Business scope: R & D, manufacturing and processing of lithium battery materials, lithium batteries and accessories; R & D and manufacturing of power battery; Import and export of self operated and agent goods and technologies, except those restricted or prohibited by the state. (for projects subject to approval according to law, business activities can only be carried out with the approval of relevant departments) Ningbo Ronbay New Energy Technology Co.Ltd(688005) has no relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) operating and financial conditions are good, with good reputation and performance ability. Upon inquiry, Ningbo Ronbay New Energy Technology Co.Ltd(688005) does not belong to the dishonest party.
3、 Core content of strategic cooperation agreement
(I) power battery recycling sector
1. Party B will integrate all its power battery recycling, disassembly and utilization, echelon utilization and powder sorting into the main body of Wuhan power battery regeneration technology Co., Ltd. (hereinafter referred to as “power regeneration”) as the investment object of Party A, including:
a) Wuxi power battery regeneration technology Co., Ltd
b) Gem Co.Ltd(002340) (Wuhan) New Energy Vehicle Service Co., Ltd
c) Jingmen Power battery regeneration technology Co., Ltd. (engaged in battery powder sorting business)
d) Tianjin power battery regeneration technology Co., Ltd
2. In principle, Party A and its related parties will invest in power regeneration with the same shares and rights as other shareholders based on the assessed value. The company shall follow the governance norms of listed companies. After the completion of the investment, Party A and its related parties hold 18% of the equity or shares of power regeneration, and one director of the board of directors of power regeneration shall be nominated by Party A. 3. No less than 26% of the material products produced by the subject (calculated by the proportion of metal quality in the final products) shall be supplied to Party A at a fair price.
4. Party B promises that power regeneration will be the only entity of Party B engaged in lithium battery recycling business in the world. In the future, all lithium battery recycling investment and business activities of Party B will be led by power regeneration.
(II) nickel resource smelting sector in Indonesia
1. Party B will persuade Pt Each shareholder of QMB new energy materials (hereinafter referred to as “Indonesia qingmeibang”) agrees that Party B’s affiliated company will transfer 8% of its shares in Indonesia qingmeibang to Party A, and Party A and other cooperative shareholders will enjoy the same rights and interests. After the completion of the investment, Party A and its related parties hold 8% of the shares of qingmeibang, Indonesia.
(III) precursor business cooperation
1. Party A assists Party B to become the core supplier of its precursor strategy. From 2022 to 2026, on the premise that the technology, quality, cost, delivery and service of Party B’s precursor products meet Party A’s requirements and have competitive advantages, Party A expects to purchase no less than 300000 tons of precursor from Party B. according to market changes, Party A will regularly update the demand forecast. The actual purchase quantity shall be subject to the annual plan and monthly purchase and sales order according to the development progress of products and customers of both parties. Party A shall provide Party B with necessary support for precursor testing and technology development, and Party B shall provide Party A with competitive prices of nickel, cobalt, manganese and other metal raw materials and precursor processing fees.
2. Party B shall open nickel cobalt salt processing channels to Party A and allow Party A to provide MHP, high nickel matte, ternary waste, metal nickel, cobalt hydroxide and other raw materials for the production of nickel cobalt salt or precursors; Depending on the variety and quality of raw materials, the processing fee shall be agreed by both parties in a separate processing contract.
3. Party B shall be responsible for the production capacity investment, fund raising, management and operation of precursors, and ensure the qualified product quality and stable supply.
(IV) due diligence in relevant cooperation
1. Both parties agree that in order to determine the specific business cooperation matters and details under this agreement, Party A needs to conduct business, legal, financial and other due diligence or relevant audit and evaluation on the relevant assets and businesses of the relevant proposed investment object, investment subject or Party B (including its subsidiaries) involved in the relevant cooperation
2. Party B promises that if Party A decides to carry out the above-mentioned due diligence or audit, evaluation and other work, Party B and its related companies will actively and fully cooperate, and will provide Party A and its intermediaries / consultants with all information and materials required for their development work in a timely, true, accurate and complete manner, In order to help party a more fully understand the real situation of relevant investment objects and investment enterprises’ assets, finance and business, and better promote relevant cooperation matters.
3. The due diligence period is the same as that of other investors, which shall be uniformly arranged by Party B.
(V) exclusivity clause
1. In principle, within a certain period after the signing and effectiveness of this agreement, after Party B cooperates with Party A to complete the necessary due diligence, both parties form a substantive cooperation agreement on the contents of articles (I) to (III) and cooperate in accordance with the cooperation agreement.
2. Party A intends to invest in the target company and Party B agree that within a certain period after the signing of this agreement, unless the written consent of Party A and Party B is obtained, The target company shall not reach any agreement or agreement with a third party directly or indirectly that damages the rights and interests of Party A and Party B (including but not limited to any form of business cooperation agreement, investment agreement, asset purchase and sale agreement, etc. that is the same as the business agreed in this Agreement). If the above situation has occurred, it shall be terminated immediately. Any of the above-mentioned acts of either party shall be deemed as breach of contract and shall be liable to the observant party for breach of contract.
3. If the two parties reach some cooperation agreements within the exclusive period, the partial cooperation agreements reached shall be implemented. If no substantive cooperation agreement can be reached within the exclusive period, both parties will no longer be bound by each other.
(VI) confidentiality
1. When signing and executing this agreement, both parties agree to keep the contents of this Agreement and relevant discussions strictly confidential; Without the unanimous consent of both parties, it shall not be disclosed to any third party other than this agreement, except for those required to be disclosed for the performance of this agreement. If each party needs to perform the obligation of information disclosure in accordance with the law, it shall consult with the other party in advance and keep pace with it. At the same time, the information disclosure shall be consistent with the content of information disclosure. Neither party shall use this agreement alone for publicity. Both parties undertake to keep the other party’s trade secrets and other non-public confidential information known through cooperation in accordance with the law, and ensure that the relevant personnel involved in the cooperation will strictly keep the confidential information known. In this article, “third party” refers to any natural person, enterprise or its branch, agent, organization or other entity.
(VII) liability for breach of contract
1. One party’s failure to perform any provision of this Agreement shall be deemed as a breach of contract. The breaching party shall be liable for compensation for the direct losses caused to the other party by one party’s breach of contract (hereinafter referred to as the “breaching party”) in accordance with the law and this agreement.
2. During the duration of this agreement, any tolerance, grace or delay by one party to any breach or delay of the other party in exercising the rights of one party under this Agreement shall not damage, affect or restrict all rights that one party shall enjoy in accordance with this Agreement and relevant laws, and shall not be deemed as the permission or approval of one party to any act that destroys this agreement, Nor shall it be deemed that one Party waives the right to take action against the existing or future breach of contract of the other party.
(VIII) dispute resolution
1. All disputes arising from the execution of or in connection with this Agreement shall be settled by both parties through friendly negotiation; If the negotiation fails, it shall be under the jurisdiction of the people’s court in the place where the plaintiff has his domicile. During the period of dispute and litigation, except for the part of dispute and litigation, other parts of this Agreement shall continue to be implemented. The litigation related expenses (including but not limited to lawyer’s fees, travel expenses, evidence collection fees, notarization fees, case acceptance fees, property preservation fees, property preservation premiums, execution fees, evaluation fees, etc.) paid by both parties shall be borne by the losing party.
4、 Impact on the company
Ningbo Ronbay New Energy Technology Co.Ltd(688005) is a leading enterprise in the field of high nickel ternary cathode materials, taking the lead in successfully developing high nickel materials for power batteries all over the world. As the first enterprise to realize mass production of high nickel ternary materials in China, Ningbo Ronbay New Energy Technology Co.Ltd(688005) has obvious first mover advantage. At present, the shipment of high nickel ternary cathode materials has jumped to the first tier in the world, showing its strong competitive advantage and broad prospects in the field of high nickel ternary materials in the world Gem Co.Ltd(002340) is the initiator of the industrial concept of “limited resources and unlimited circulation” and the pioneer of urban mining in China. Over the past 20 years, the company has practiced the goal of carbon peaking and carbon neutralization by mining urban mines and developing new energy materials, establishing a resource recycling model and a clean energy material model, and has become a core enterprise in the world in the recycling of resources such as nickel, cobalt and lithium, the recycling of power batteries and the manufacturing of ternary precursors and cobalt trioxide materials, The company’s core products, high nickel ternary precursor and cobalt trioxide, are the representatives of high-quality products in the world and the world’s advanced green and low-carbon enterprise. Indonesia qingmeibang nickel resource project with an annual output of 50000 tons of nickel metal led by the company has entered the stage of rapid construction. The company has built advanced power battery recycling and disposal centers in Wuhan, Wuxi, Tianjin, Shenzhen and other regions, and three power battery recycling enterprises have been listed in the list of enterprises in the industrial standard conditions for comprehensive utilization of waste power batteries for new energy vehicles issued by the Ministry of industry and information technology. The company and Ningbo Ronbay New Energy Technology Co.Ltd(688005) signed a strategic cooperation agreement this time. The strategic cooperation between the two sides in power battery recycling, nickel resource smelting in Indonesia and precursor business is based on the general pattern of controlling the development of global new energy materials and industry competition, and the strategic development needs of both sides in New energy materials, so as to effectively combine the strategic advantages of both sides in “resources + technology + market”, It is conducive to open up the two channels of the whole industrial chain of new energy materials from “power battery recovery – resource regeneration – material recycling”, deeply integrate the upstream and downstream, and jointly build a complete resource development, technology development and industrial development system of “nickel and cobalt resource exploitation – power battery recovery – ternary precursor manufacturing – ternary material manufacturing”, Explore the model of green development of the global new energy industry, build a strategic cooperation system of co construction, sharing and win-win, jointly build a globally competitive supply chain and value chain, realize the coordinated development of economic and social benefits, constantly consolidate the core position of the two sides in the global new energy industry chain, and enhance the industry influence of the two sides in the world, Further enhancing the core competitiveness and sustainable profitability of all partners is in line with the strategic development interests of both parties and the interests of the majority of investors. It is conducive for all partners to work together to build a world-class low-carbon industry and jointly contribute to the green development and commercialization of new energy in the world.
The signing of this strategic cooperation agreement has no impact on the independence of the company’s business and operation, and will not have a significant impact on the company’s financial status and operating results this year. The smooth performance of this agreement is expected to have a positive impact on the company’s future operation and development.
5、 Risk tips
This strategic cooperation agreement belongs to the framework and intentional agreement of cooperation willingness and basic principles, which is affected by relevant policy adjustment, macroeconomic impact, market environment change and other factors, and there is still uncertainty; If a formal cooperation agreement is signed between the two parties, the company will perform the review procedures in strict accordance with the requirements of laws and regulations and timely perform the obligation of information disclosure. Please make careful decisions and pay attention to investment risks.
6、 Other relevant instructions
1. The framework agreements disclosed by the company in the last three years are as follows:
Memorandum of understanding on promotion of new energy vehicle battery echelon utilization and recycling project jointly signed by the company, Pohang municipal government of South Korea and ecopro; Memorandum of supply (MOU) of ncm8 series and 9 series high nickel precursor materials for power batteries signed by the company and ecopro BM of South Korea; Memorandum of understanding (MOU) related to the investment agreement on high nickel precursor materials for power batteries signed by Fuan Qingmei Energy Materials Co., Ltd., a subsidiary of the company, and ecopro company of South Korea; High nickel precursor for ecopro & Gem power battery (NCA & NCM) 2021 signed by the company and ecopro BM of Korea
