Securities code: Shenzhen Xfh Technology Co.Ltd(300890) securities abbreviation: Shenzhen Xfh Technology Co.Ltd(300890) Announcement No.: 202214 Shenzhen Xfh Technology Co.Ltd(300890)
About the signing of project investment agreement between the company and Shanghai Baoshan government
And Foreign Investment Announcement
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 implementation of the project involved in this investment agreement still needs pre-approval procedures such as project approval and filing of government departments, public land transfer, EIA approval and construction permit. In case of changes in implementation conditions such as national or local policy adjustment and project approval, the implementation of the project may have the risk of change, extension, suspension or termination;
2. The sources of funds for this foreign investment are self owned funds, self raised funds and funds to be raised. There is uncertainty in self raised funds and funds to be raised. During the operation of the project, it will cause certain pressure on the company’s cash flow. The company will make overall fund arrangement and reasonably determine the source of funds, payment method and payment arrangement to ensure the smooth implementation of the project.
3. As the construction and implementation of the project requires a certain period, it is expected that it will not have a significant impact on the company’s performance in the short term; In addition, the actual achievement and time of the project are affected by national policies, laws and regulations, industry macro environment, market development, operation and management, production capacity and utilization, and there are still uncertainties.
4. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies;
5. This investment agreement can only come into force after being deliberated and approved by the general meeting of shareholders of the company. Please pay attention to the investment risks. 1、 Overview of foreign investment
In order to accelerate the agglomeration of innovative resources and industrial resources of graphite and graphene new materials, promote the transformation of R & D achievements, and promote the large-scale, high-end and international development of the industry, the company and the Management Committee of Shanghai Baoshan Industrial Park
Through friendly negotiation, the company plans to implement the 1 + 5 + X project in Baoshan high tech Industrial Park, i.e. 1 Shanghai headquarters, 5 innovation R & D centers and X upstream and downstream industrial projects.
This foreign investment does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this foreign investment still needs to be submitted to the general meeting of shareholders of the company for deliberation. Details are as follows: II. Basic information of both parties party A: Shanghai Baoshan Industrial Park Management Committee address: No. 1688 Jinshi Road, Baoshan District, Shanghai person in charge: Liu Huibin Party B: Shenzhen Xfh Technology Co.Ltd(300890)
Address: unit J, 20 / F, block C, building 9, Baoneng Science Park, No. 1, Qingxiang Road, Longhua street, Longhua new area, Shenzhen
Legal representative: Zhou Pengwei
2.1 Shanghai Baoshan Industrial Park (Shanghai Baoshan high tech Industrial Park) is a municipal industrial park approved by the municipal government, with a total planned area of about 27 square kilometers. Focusing on the three leading industries of new materials, biomedicine and intelligent manufacturing, the park has the first batch of municipal characteristic industrial parks – super energy new materials science and technology innovation park and North Shanghai biomedical industrial park. Party A is the manager of Shanghai Baoshan Industrial Park, mainly engaged in the development and construction of Shanghai Baoshan Industrial Park, investment attraction, supporting services for settled enterprises and enterprise management services.
2.2 Party B Shenzhen Xfh Technology Co.Ltd(300890) , a company listed on the growth enterprise market of Shenzhen Stock Exchange, is referred to as Shenzhen Xfh Technology Co.Ltd(300890) , with the stock code of Shenzhen Xfh Technology Co.Ltd(300890) . Founded in June 2009 and headquartered in Shenzhen, Guangdong Province, the company is a high-tech enterprise integrating R & D, production and sales of high-end graphite, silicon carbon cathode materials, graphene and other new carbon materials for lithium-ion batteries. The products include traditional graphite negative electrode materials such as natural graphite and artificial graphite, the next generation silicon carbon and titanium non graphite negative electrode materials, and new energy materials such as graphene and carbon fiber. The company is an advanced solution provider of lithium-ion battery cathode materials at home and abroad. Its shipments have ranked among the top in the world for many consecutive years. Its products are widely used in new energy vehicles, energy storage power stations, consumer electronics, electric tools, electric bicycles and many other fields. Customers mainly include Byd Company Limited(002594) , LG new energy, Gotion High-Tech Co.Ltd(002074) , Samsung SDI, Contemporary Amperex Technology Co.Limited(300750) and many other world-famous lithium battery enterprises. The company has successively won the “second prize of Shenzhen Science and Technology Invention Award”, the recognition of “specialized and special new” small giant enterprise in Fujian Province, “postdoctoral innovation practice base”, “second prize of Fujian science and Technology Progress Award”, “Fujian provincial enterprise technology center” and other honors.
Party B’s registered capital is RMB 100 million and its domicile is unit J, 20 / F, block C, building 9, Baoneng science and Technology Park, No. 1, Qingxiang Road, Longhua street, Longhua new area, Shenzhen.
3、 Cooperation content (I) 1 + 5 + X project planning
In order to accelerate the development of new material industry in the field of graphite and graphene and promote industrial transformation and upgrading, Party B plans to implement the 1 + 5 + X project in Baoshan high tech Industrial Park, that is, 1 Shanghai headquarters, 5 innovation R & D centers and X upstream and downstream industrial projects. Specifically:
1. 1 Shanghai headquarters:
It mainly focuses on R & D office, investment and operation, headquarters settlement, administrative display and other functions. The staff size is expected to reach about 200.
2. 5 innovation R & D centers:
1) Lithium ion battery cathode powder material R & D center: focus on the lithium ion battery cathode powder material, increase the R & D investment in the company’s main business, and continuously enhance the company’s competitive advantage in the field of lithium ion battery cathode materials.
2) Isotropic graphite material R & D center: focusing on isotropic graphite materials, it aims at the high-end graphite products industry such as this industry to tackle product technology problems and realize the import substitution of high-end graphite products.
3) Carbon carbon composite R & D center: focus on the field of carbon carbon composite materials and carry out technological innovation in high-performance carbon material products industries such as photovoltaic and aircraft high-end components.
4) Graphene new material R & D center: focus on graphene new materials and carry out R & D layout for emerging materials such as high-quality graphene powder, conductive additives and high-performance composites.
5) Public testing center for carbon materials: it mainly provides professional testing services in the field of carbon materials for enterprises, universities and scientific research institutes in Shanghai and the Yangtze River Delta. Lead the technology development direction of the company in the next five to ten years, and make the company become a world-class provider of new carbon material solutions.
3. X upstream and downstream industrial projects:
Around graphite, graphene and carbon carbon composite new materials, integrate existing R & D achievements and technologies for transformation, attract relevant enterprises to land, and form an industrial ecosystem and gathering highland. (II) space carrier requirements
Recently, Party B hopes to purchase 10000 square meters of carrier space in phase I of Beijiao future industrial park as soon as possible, establish an R & D and innovation center, and register Shenzhen Xfh Technology Co.Ltd(300890) Shanghai company as the main body of investment and landing.
Party A makes every effort to provide convenience and services in terms of enterprise registration and project implementation.
In the long term, Party B will simultaneously promote the acquisition of land (about 100 mu in total) in the south area (about 35 mu) and the north area (about 65 mu) of Baoshan high tech Industrial Park to build Shanghai headquarters and industrialization base. The south area is planned to be used for R & D and operation functions of Shanghai headquarters, and the north area is planned to be used for industrial production and industrialization. On the premise of complying with relevant laws, regulations, rules and relevant policies, Party A will fully support and cooperate with Party B to obtain the right to use the construction land in the South and North districts of Baoshan high tech Industrial Park, so as to accommodate the long-term development of Shenzhen Xfh Technology Co.Ltd(300890) Shanghai headquarters and industrialization base. If Party B fails to obtain the construction land of the project due to the failure to solve the land index supply and other reasons, Party B has the right to terminate this agreement, and neither Party A nor Party B shall bear any liability for breach of contract. (III) comprehensive policy support
In order to encourage the development of Party B’s 1 + 5 + X project in Baoshan District and promote the rapid and healthy development of the project, Party A gives full support from multi-dimensional comprehensive measures such as industrial special projects, financial support, talent incentive and scene development. On the premise of complying with relevant policies and regulations, Party A will assist Party B in applying for talent subsidies, talent settlement, R & D subsidies, fixed asset investment subsidies, decoration subsidies, etc. 4、 Project company
4.1 project name: Shenzhen Xfh Technology Co.Ltd(300890) new materials Shanghai headquarters and industrialization base
4.2 main project company: the corresponding project company newly registered by Party B in Shanghai, with registered capital (tentative): 100 million yuan; Shareholders (tentative): Shenzhen Xfh Technology Co.Ltd(300890) etc. v. cooperation mechanism
Party A and Party B jointly establish a normalized and institutionalized working mechanism to study and promote the implementation of strategic cooperation and project construction. The specific project can be separately agreed through the project cooperation agreement or the project entry specification under the strategic cooperation framework of both parties. Party A and Party B shall establish a work liaison and information communication mechanism, coordinate and implement the contents of bilateral strategic cooperation, specifically promote the implementation of Shenzhen Xfh Technology Co.Ltd(300890) Shanghai R & D innovation headquarters project, and coordinate and support the company registration, R & D implementation, headquarters construction and production, policy declaration and Implementation. 6、 Investment of the project
6.1 the total investment in fixed assets of Party B’s project is about RMB 1.611 billion.
The total investment in fixed assets of the project includes buildings, structures and their ancillary facilities, equipment investment and land transfer price.
6.2 in phase I, Party B plans to purchase buildings A7 and A8 in the future industrial park in the northern suburb of North District, with a total area of 1022694 square meters (subject to the agreement reached between Party B and Shanghai Beijiao future industrial park development and Operation Co., Ltd.), and the total investment in fixed assets of the project is expected to be about 242 million yuan. The establishment of Shanghai headquarters mainly focuses on the functions of R & D office, investment and operation, headquarters settlement and administrative display.
6.3 in phase II, Party B plans to obtain the use right of about 100 mu of construction land in the south area (about 35 mu) and the north area (about 65 mu). In the future, we will consider carrying the main body and headquarters functions of listed companies, mainly focusing on graphite, graphene and carbon carbon composite new materials, attract upstream and downstream industrial chain enterprises to settle in, and build China’s leading industrialization base of graphite and graphene related new materials. It is estimated that the total investment in fixed assets of the project is about RMB 1.369 billion. 7、 Schedule and progress
7.1 on January 29, 2022, Party B has signed the intention to sell agreement with Beijiao future industrial park for the purchase of buildings A7 and A8, with a total area of 1022694 square meters, and will pay the down payment before the end of March 2022.
7.2 Party B plans to start the establishment of “Shanghai Shenzhen Xfh Technology Co.Ltd(300890) Technology Co., Ltd” (tentative name) as the main operating company of Shanghai headquarters in the second half of 2022, and set up a team to carry out relevant work in Shanghai.
7.3 Party B plans to start various preliminary preparations and application of access materials for land transfer before the end of 2022, and strive to complete the land acquisition in 2023 and put it into use in 2025. 8、 Validity and effectiveness
This agreement is valid for three years. This agreement is made in quadruplicate, with each party holding two copies, which have the same effect. 9、 The relationship between this Agreement and the Shanghai state owned construction land use right transfer contract
The signing of this Agreement does not mean that Party B will obtain the land agreed in this agreement. Party A is only obliged to provide help and support for Party B to obtain the agreed land. As the manager of Baoshan Industrial Park, Party A mainly reviews the qualification of the investor and provides services to Party B or the project company invested by Party B after entering the park. Therefore, the relevant rights of this agreement The performance of the obligations shall be subject to the effectiveness of the contract for the transfer of the right to use state-owned construction land in Shanghai signed by Party B or the project company and Shanghai Baoshan District Planning and natural resources bureau. In case of any conflict between the content of this Agreement and the content of the Shanghai state owned construction land use right transfer contract, the Shanghai state owned construction land use right transfer contract shall prevail. 10、 Supplementary Provisions
10.1 force majeure. If a party is unable to perform this agreement in whole or in part due to force majeure, the corresponding obligations of that party under this agreement can be exempted in whole or in part according to the impact of force majeure. If a party’s relevant obligations under this Agreement have to be delayed due to the force majeure event, the performance of obligations under this Agreement shall be resumed as soon as possible after the impact of the force majeure event is eliminated.
10.2 dispute resolution. Any dispute related to this Agreement and arising from the performance of this Agreement shall be governed by the laws of the people’s Republic of China. In case of any dispute between the two parties over the interpretation or performance of this agreement, it shall be settled through negotiation based on the principle of friendly cooperation. If the negotiation fails, the parties agree to apply to the people’s court where Party A is located for settlement according to law.
10.3 matters not covered. For matters not covered in this agreement, both parties may sign a separate project cooperation agreement in writing, and the rights and obligations of both parties shall be subject to the project cooperation agreement.
11、 Other
11.1 both parties confirm that this contract is an agreement reached by both parties on the basis of full discussion and equal consultation. Its text is not a standard contract provided by one party, and there are no standard terms formulated by one party in this contract. Both parties have fully understood all terms, rights and obligations, legal consequences and legal liabilities under this contract. At the same time, the signing of this contract by both parties is the expression of their true intention, and there is no obvious unfairness, major misunderstanding, coercion, fraud and other circumstances that lead to the uncertainty of the effectiveness of this contract.
11.2 without the written consent of the owner or authorized person of the confidential information, either party shall have strict confidentiality obligations for the other party’s trade secrets and other information and materials that are not suitable for disclosure and disclosure, and shall not disclose or allow any other unit or individual to copy or read them, Or repeat the contents of the confidential information to a third party, or use or disseminate the confidential information by itself or allowing a third party in any other way. With the consent of the owner or authorized person of the confidential information, it can only be used normally within the allowable scope and territory and according to the agreed purpose. If it is used beyond the agreed scope or region or in an illegal way, it is a breach of contract. If the parties agree to keep the confidential information, the effective period of the contract shall be 3 years from the next day of receiving the confidential information.
11.3 in the whole process of negotiation, signing and performance of this contract, both parties shall strictly abide by Chinese laws, regulations and rules prohibiting any unit or individual from paying money, property or other preferential treatment to other units or individuals for illegitimate interests
