Securities code: Sunwoda Electronic Co.Ltd(300207) securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: Xin 2022048 Sunwoda Electronic Co.Ltd(300207)
Announcement on the subsidiary’s intention to sign the project investment agreement with Zhuhai Municipal People’s Government
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.
1、 Investment overview
1. Basic information
Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company” or ” Sunwoda Electronic Co.Ltd(300207) “) held the 27th meeting of the 5th board of directors and the 27th meeting of the 5th board of supervisors on February 28, 2022, deliberated and adopted the proposal on the proposed signing of the project investment agreement between the subsidiary and Zhuhai Municipal people’s government, It is agreed that Sunwoda Electronic Co.Ltd(300207) subsidiary Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd. (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) automobile battery”, “Party B”) will invest in the construction of ” Sunwoda Electronic Co.Ltd(300207) power battery production base project (tentative)” (hereinafter referred to as “Zhuhai 30gwh power battery project” or “Project”), Sunwoda Electronic Co.Ltd(300207) automobile battery will set up Zhuhai Sunwoda Electronic Co.Ltd(300207) new energy Co., Ltd. (subject to the actual registered company name, hereinafter referred to as “project company”) in Zhuhai to be responsible for the specific implementation of the project. As of the date of this announcement, Sunwoda Electronic Co.Ltd(300207) automobile battery plans to sign the project investment agreement of Zhuhai Municipal People’s government Sunwoda Electronic Co.Ltd(300207) electric automobile battery Co., Ltd. (hereinafter referred to as “project investment agreement”) with Zhuhai municipal government. The total investment of the project is planned to be about 12 billion yuan, of which the total investment in fixed assets is about 10 billion yuan. It is planned to build a power battery project with a total capacity of 30gwh, engaged in the R & D, design, production and sales of power cells, battery modules and battery systems.
2. According to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), the Sunwoda Electronic Co.Ltd(300207) articles of association, the Sunwoda Electronic Co.Ltd(300207) foreign investment management system and other relevant systems, the above transactions do not constitute related party transactions. After the transaction is reviewed and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for approval.
3. This transaction does not 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.
2、 Basic information of counterparty
Organization Name: Zhuhai Municipal People’s Government
Organization type: Organization
Registered address: No. 2, Renmin East Road, Xiangzhou District, Zhuhai
Legal representative: Huang Zhihao
Analysis of performance capacity: Zhuhai municipal government is a local authority unit with full performance capacity.
Description of affiliated relationship with the company: according to the listing rules and other laws, regulations and normative documents, Zhuhai municipal government is not an affiliated party of the company and Sunwoda Electronic Co.Ltd(300207) automobile battery, and has no affiliated relationship with the company and Sunwoda Electronic Co.Ltd(300207) automobile battery. This investment does not constitute a connected transaction.
3、 Main contents of the project investment agreement to be signed
Party A is the Zhuhai Municipal People’s Government (hereinafter referred to as “party a”), taking the power battery industry as the local key development industry and providing relevant policy support and comprehensive supporting services for the settlement of 3 Mesnac Co.Ltd(002073) 0gwh power battery production base project.
Party B Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd. (hereinafter referred to as “Party B”) is a holding subsidiary of Sunwoda Electronic Co.Ltd(300207) (a company listed on the GEM), mainly engaged in the R & D, design, production and sales of lithium-ion batteries. Party B is mainly engaged in the R & D, design, production and sales of power battery cells, battery modules and battery systems in Party A’s Park, and is responsible for organizing the investment, construction and operation of power battery projects.
1. Project content
Project Name: 3 Mesnac Co.Ltd(002073) 0gwh power battery production base project (tentative)
Main products: power battery cell, battery module, battery system.
2. Project investment plan
The total planned investment of the project is about 12 billion yuan (in words: 12 billion yuan), of which the total investment in fixed assets is about 10 billion yuan.
3. Project construction content and plan
Party A provides about 800 mu of planned land for continuous projects according to law (subject to the red line map of the land after the transfer of the use right of state-owned construction land), which is used for the construction of plant, storage, auxiliary house, living supporting house, R & D, testing center and other facilities.
4. Establishment and management of project company
The project shall be implemented by the project company established by Party B locally.
4.1 project company name: Zhuhai Sunwoda Electronic Co.Ltd(300207) new energy Co., Ltd. (subject to the actual registered company name).
4.2 paid in registered capital: 3 billion yuan (in words: three billion yuan only).
5. Dispute resolution
Any dispute arising from the performance of this Agreement shall be settled by both parties through friendly negotiation; If the negotiation fails, both parties can bring a lawsuit to the people’s court with jurisdiction in the place where the project is located.
6. Liability for breach of contract
Either party shall not be liable for breach of contract for partial or total failure or delay in performance of this Agreement caused by force majeure (including but not limited to earthquake, typhoon, flood, tsunami and war), but the party affected by force majeure shall take all necessary measures to prevent or reduce the losses caused by force Majeure.
7. Effective conditions of the agreement
This Agreement shall be established on the date when it is signed by the legal representative or authorized agent of Party A and Party B and stamped with the official seal of the unit, and shall come into force when the following conditions are met: after it is approved by the competent authority / board of directors or general meeting of shareholders of both parties. 4、 Purpose of this foreign investment and its impact on the company
The Sunwoda Electronic Co.Ltd(300207) automobile battery project is planned to be launched within the jurisdiction of Zhuhai municipal government to invest in the production of power battery cells, battery modules and battery system products, which is conducive to further expand the production capacity of the company’s power battery, optimize the company’s industrial structure and improve the industrial layout, Further enhance the comprehensive competitiveness of the company and Sunwoda Electronic Co.Ltd(300207) automobile batteries to meet the needs of the company’s new energy business development and market expansion. The capital source of this transaction is the self raised capital of the company. This transaction will not have an adverse impact on the normal operation of the company and will not damage the interests of the company and its shareholders.
5、 Risks of this foreign investment
1. The construction land auction, transaction land price and other matters involved in the construction of the project have not been implemented, and there is still uncertainty whether the follow-up progress is smooth or not.
2. After the project is put into construction, due to the influence of macroeconomic, industrial policies, market environment changes and other factors, there may be risks such as failure to complete the construction on schedule and failure to achieve the expected income.
3. The planned investment amount of this project is large, the final actual investment amount is uncertain, and there is a risk that the cooperative project cannot be invested and completed on schedule due to capital constraints and other factors.
4. The project investment agreement involved in this project has not been signed and needs to be submitted to the general meeting of shareholders of the company for deliberation. The company will pay close attention to the follow-up progress of the project, timely control risks and ensure the safety and income of the company’s investment. Please invest rationally and pay attention to investment risks.
6、 Necessary procedures for performance
1. The 27th meeting of the 5th board of directors of the company deliberated and approved the proposal on the subsidiary’s intention to sign the project investment agreement with Zhuhai Municipal People’s government. The board of directors agreed to invest Sunwoda Electronic Co.Ltd(300207) automobile battery in the construction of “Zhuhai 30gwh power battery project” within the jurisdiction of Zhuhai municipal government.
2. The 27th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the subsidiary’s intention to sign the project investment agreement with Zhuhai Municipal People’s government. The board of supervisors held that the establishment of Sunwoda Electronic Co.Ltd(300207) automobile battery project company and the investment in the construction of “Zhuhai 30gwh power battery project” are for the needs of its own development and have been fully evaluated and demonstrated. The investment and construction of this project is to expand the production and operation scale of the company’s power battery business, meet the company’s strategic needs, enhance the company’s comprehensive competitive strength in power battery, and play an important and positive role in the future development of the company’s power battery business. Therefore, it is agreed that Sunwoda Electronic Co.Ltd(300207) automobile battery will invest in the construction of “Zhuhai 30gwh power battery project” within the jurisdiction of Zhuhai municipal government.
3. The independent directors of the company expressed their independent opinions on the matter, and believed that the implementation of the matter was in line with the company’s development strategy and the interests of the company and all shareholders. The decision-making procedure of the matter met the requirements of laws and regulations such as the listing rules, and there was no situation damaging the interests of the company and all shareholders. Therefore, the independent directors agree that Sunwoda Electronic Co.Ltd(300207) automobile battery will invest in the construction of “Zhuhai 30gwh power battery project” within the jurisdiction of Zhuhai municipal government.
7、 Documents for future reference
1. Resolution of the 27th meeting of the 5th board of directors.
2. Resolution of the 27th meeting of the 5th board of supervisors.
3. Independent directors’ independent opinions on matters related to the 27th meeting of the Fifth Board of directors.
4. Project investment agreement of Zhuhai Municipal People’s government Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd.
It is hereby announced.
Board of directors
March 1, 2022
