Securities code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) securities abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Announcement No.: 2022004 Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Voluntary disclosure announcement on signing strategic cooperation agreement with Gem Co.Ltd(002340) company
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important note: Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as ” Ningbo Ronbay New Energy Technology Co.Ltd(688005) ” or “the company”) and greenway Co., Ltd. (hereinafter referred to as ” Gem Co.Ltd(002340) “) recently signed a strategic cooperation agreement (hereinafter referred to as “the agreement” and “the agreement”). According to the agreement, Ningbo Ronbay New Energy Technology Co.Ltd(688005) and Gem Co.Ltd(002340) will jointly build a strategic cooperation system based on the industrial chain of “nickel and cobalt resource exploitation – power battery recycling – ternary precursor manufacturing – ternary material manufacturing”, and establish long-term and close cooperation in the fields of power battery recycling, overseas nickel resource smelting, precursor product supply and marketing, etc. According to the agreement, the company plans to invest 18% of the equity or shares of Wuhan power battery regeneration technology Co., Ltd. (hereinafter referred to as “power regeneration”) engaged in power battery recycling, disassembly and utilization, echelon utilization and powder sorting, which is held by Gem Co.Ltd(002340) holding. One director of the board of directors of power regeneration is nominated by rongbai technology; No less than 26% of the materials and products produced by power regeneration (calculated by the proportion of metal quality in the final product) shall be supplied at the fair price Ningbo Ronbay New Energy Technology Co.Ltd(688005) Gem Co.Ltd(002340) affiliated companies will transfer their positions in Pt 8% of the shares in QMB new energy materials (hereinafter referred to as “Indonesia qingmeibang”) are given to Ningbo Ronbay New Energy Technology Co.Ltd(688005) , and Ningbo Ronbay New Energy Technology Co.Ltd(688005) and other cooperative shareholders enjoy the same rights and interests. After the completion of the investment, Ningbo Ronbay New Energy Technology Co.Ltd(688005) and its related parties hold 8% of the shares of qingmeibang, Indonesia. The consideration of the transaction has not been determined, and the subsequent investment agreement shall prevail. From 2022 to 2026, on the premise that the technology, quality, cost, delivery and service of Gem Co.Ltd(002340) precursor products meet the company’s requirements and have competitive advantages, the company expects to purchase no less than 300000 tons of precursors from Gem Co.Ltd(002340) and the specific supply quantity and price shall be subject to the purchase and sales order separately signed by both parties. During the performance of the agreement, in case of global economic fluctuations, policy changes, terminal demand adjustment, etc
Or force majeure, the agreement may not be performed as scheduled or in full. The performance of this agreement will enhance the company’s profitability and is expected to have a positive impact on the company’s operating performance from 2022 to 2026. The signing of this Agreement does not constitute a connected transaction and does not belong to the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
1、 Basic information of agreement signing
Party A: Ningbo Ronbay New Energy Technology Co.Ltd(688005) ;
Party B: Gem Co.Ltd(002340) ;
Party A and Party B are collectively referred to as the “parties”.
（1） Basic information of the other party
Company name Gem Co.Ltd(002340)
Registered address: 20 / F, building a, Rongchao Binhai building, south of Xinghua Road, Bao’an Central District, Bao’an District, Shenzhen, Guangdong Province
Legal representative: Xu Kaihua
The registered capital is 4783522257 yuan
Research and development of secondary resource recycling technology; Eco environmental materials, new energy materials, superfine
Research, development and high-tech consultation of powder materials, optoelectromechanical precision analytical instruments and cycle technology
And services; Investment and establishment of industries (specific projects will be reported separately): China Trade (excluding exclusive, specially controlled and exclusive commodities); Import and export business (except for the items prohibited by laws, administrative regulations and decisions of the State Council)
In addition, restricted projects can be operated only after obtaining a license); Ordinary freight (excluding dangerous goods, according to the road
Business scope: road transportation business license; Production and sales of ultrafine nickel powder and ultrafine cobalt powder and waste batteries
Collection and temporary storage of (operated by branches). Production, sales and sales of plastic wood profiles and copper alloy products
Waste circuit board treatment (operated by branches); Waste metal, battery factory waste, waste electronic products, waste household appliances, waste electromechanical equipment and its parts, waste papermaking raw materials, waste light chemical raw materials and waste glass
Glass recycling, disposal and sales (the above business items are operated by branches); Waste vehicle power storage
Collection, storage and disposal of the pool (the above business items are operated by branches).
With listed companies
No relationship
Relationship between
（2） Time, place and method of signing the agreement
After friendly negotiation, the two sides signed the strategic cooperation agreement on February 25, 2022 based on the principle of “deep mutual trust and deep integration”.
（3） Review and decision-making procedures and conditions performed after signing the agreement
This agreement is a strategic cooperation agreement between both parties and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. Subsequent signing of specific agreements will follow the corresponding review and disclosure procedures.
（4） Approval or filing procedures performed for signing the agreement
This Agreement does not need to be approved by or filed with relevant departments.
2、 Main contents of the agreement
（1） Cooperation content
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, the company has obvious first mover advantage. At present, the shipment of high nickel ternary cathode materials has jumped to the first echelon in the world Gem Co.Ltd(002340) is a leading enterprise in China’s circular economy, an advanced enterprise in the world’s waste recycling and a leading enterprise in the world’s new energy material supply chain. It is the proponent of the industrial concept of “limited resources and unlimited recycling” and a pioneer in mining urban mines. It has significant technical advantages in NCA precursors and core-shell precursors. The two sides have established long-term close cooperation in the fields of power battery recycling, overseas nickel resource smelting and precursor product supply and marketing, signed a strategic cooperation agreement and agreed on legally binding terms for the performance of relevant business conditions.
1. Party A and its related parties plan to invest 18% of the equity or shares of Wuhan power battery regeneration technology Co., Ltd. (hereinafter referred to as “power regeneration”), which is controlled by Party B and engaged in power battery recycling, disassembly and utilization, echelon utilization and powder sorting. One director of the board of directors of power regeneration shall be nominated by Party A; No less than 26% of the materials and products produced by power regeneration (calculated by the proportion of metal quality in the final product) shall be supplied to Party A at a fair price.
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.
2. Both parties will jointly promote the equity cooperation of overseas nickel resource projects, and Party B’s affiliated companies will transfer their shares in Pt 8% of the shares in QMB new energy materials (hereinafter referred to as “Indonesia qingmeibang”) are given to Party A, and Party A and other cooperative shareholders enjoy the same rights and interests. The consideration of the transaction has not been determined, and the subsequent investment agreement shall prevail. After the completion of the investment, Party A and its related parties hold 8% of the shares of qingmeibang, Indonesia.
3. 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. the specific supply quantity and price shall be subject to the purchase and sales order signed by 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. 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. 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.
（2） Agreement on the effectiveness of the agreement
This Agreement shall come into force from the date when the authorized representatives of both parties sign and affix their respective official seals.
（3） Exclusivity clause
According to the agreement, within a certain period after the agreement comes into force, both parties will carry out due diligence and form a substantive cooperation agreement; At the same time, unless the written consent of Party A and Party B is obtained, the target company shall not reach any agreement or agreement (including but not limited to any form of business cooperation agreement, investment agreement, asset sales agreement, etc.) with a third party directly or indirectly that damages the rights and interests of Party A and Party B. 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. 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.
3、 Impact on Listed Companies
1. This strategic cooperation between Ningbo Ronbay New Energy Technology Co.Ltd(688005) and Gem Co.Ltd(002340) is an effective practice of the company’s “new integration” strategy. The signing of this agreement is the beginning of the company’s layout of power battery recycling field and overseas nickel resources through investment means, which is conducive to the company to build a competitive high nickel ternary material industry chain, so that high nickel batteries will not only have performance advantages, but also have cost competitiveness; Meanwhile, Ningbo Ronbay New Energy Technology Co.Ltd(688005) and Gem Co.Ltd(002340) establish a capital link, build an ecological industrial chain, and form business synergy, innovation synergy and strategic synergy, which can accelerate the progress of the industry and promote the development of new energy vehicle industry.
2. The performance of this agreement will improve the profitability of the company, which is expected to be beneficial to the company from 2022 to 2026
Have a positive impact on business performance.
4、 Relevant risk tips
This agreement is a strategic cooperation agreement between both parties, and relevant formal cooperation agreements shall be signed for the specific cooperation matters involved.
During the performance of the agreement, in case of global economic fluctuations, policy changes, terminal demand adjustment and other unpredictable or force majeure factors, the agreement may not be performed on schedule or in full.
Please pay attention to the investment risk.
5、 Other instructions
In addition to signing relevant confidentiality agreements with suppliers or involving major trade secrets, the company will disclose relevant matters in time when signing specific purchase and sales orders / contracts with suppliers and the estimated purchase amount meets the information disclosure requirements specified in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant regulations.
6、 Filing documents
The company and Gem Co.Ltd(002340) recently signed the strategic cooperation agreement.
It is hereby announced.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) board of directors February 28, 2022
