Securities code: Guangzhou Tinci Materials Technology Co.Ltd(002709) securities abbreviation: Guangzhou Tinci Materials Technology Co.Ltd(002709) Announcement No.: 2022014 Guangzhou Tinci Materials Technology Co.Ltd(002709)
Announcement on transfer of assets and liabilities between wholly-owned subsidiaries
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.
In order to adapt to the latest organizational structure of Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as “the company”), promote the sorting of the company’s business structure, improve the company’s operation efficiency and management level, and in combination with the company’s future development plan, It is proposed to adjust the existing assets of Jiujiang Tianqi fluorosilicone New Material Technology Co., Ltd. (hereinafter referred to as “Jiujiang Tianqi”) and Jiujiang Tianci Resource Recycling Technology Co., Ltd. (hereinafter referred to as “Tianci resource recycling”) which are the wholly-owned subsidiaries of the company, and to Intangible assets and some liabilities (hereinafter referred to as “target assets”) shall be transferred to Tianci resource circulation free of charge based on the book value confirmed by audit on the base date December 31, 2021. Changes in assets and liabilities during the period from the base date of transfer to the transfer date will be adjusted and transferred according to the facts.
The company held the 26th meeting of the 5th board of directors on March 1, 2022, deliberated and passed the proposal on the transfer of assets and liabilities between wholly-owned subsidiaries. The specific contents are announced as follows:
1、 Basic information of both parties of asset and liability transfer
1. Company transferring assets
Company name: Jiujiang Tianqi fluorosilicone New Material Technology Co., Ltd
Legal representative: Hu xianlei
Registered capital: RMB 13.409 million
Business scope: research, manufacturing, processing, wholesale and retail of fluorosilicone products such as fluorine-containing materials and related electronic chemicals, organosilicon series materials, fluorosilicone series modified materials, fluorine-substituted solvents for lithium batteries, pilot products of fluorosilicone chemicals, new battery materials (including new lithium ion electrolytes and lithium battery functional additives), fluorine-containing silicon battery materials and functional additives; Operate the export business of self-produced products and related technologies of the enterprise; Operate the import business of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required by the production and research of the enterprise; Purchase and sale of materials; Mineral products processing (excluding mineral mining) and sales; Production, sales and technology transfer of nickel hydroxide, high cobalt nickel hydroxide, electrolytic nickel, ferroalloy, nickel salt, cobalt salt, manganese salt, electrolytic copper and electrolytic zinc; Production and sales of metal products and chemical products (excluding dangerous and monitored chemical products); Technology development, technology transfer, technical consultation and technical services in the field of chemical industry and metallurgy; Selection and sales of nonferrous and ferrous metal mineral products; Sales and installation of mechanical equipment and electromechanical equipment; Construction and maintenance of mechanical and chemical engineering; Sales of raw and auxiliary materials required for the production of the enterprise; Foreign trade operation (the above projects do not include precursor chemicals and dangerous chemicals, and the projects that must be approved according to law can only be carried out after being approved by relevant departments)
2. Company receiving assets
Company name: Jiujiang Tianci Resource Recycling Technology Co., Ltd
Legal representative: Su Jun
Registered capital: 200 million yuan
Business scope: general items: manufacturing of electronic special materials, sales of electronic special materials, R & D of electronic special materials, recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste operation), sales of renewable resources, R & D of resource recycling technology, retail of electronic components, Sales of graphite and carbon products (in addition to the licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
3. Relationship between transferor and receiver
Both Jiujiang Tianqi and Tianci resource cycle are wholly-owned subsidiaries of Jiujiang Tianci high tech materials Co., Ltd., a wholly-owned subsidiary of the company, that is, both Jiujiang Tianqi and Tianci resource cycle are wholly-owned subsidiaries of the company.
2、 Assets and liabilities to be transferred
The book value of fixed assets, intangible assets and some debts of Jiujiang Tianqi except for the 60000 ton daily chemical basic material project (phase I) shall be transferred to Tianci resource circulation free of charge based on December 31, 2021. The following table shows the unaudited data as of December 31, 2021:
Unit: 10000 yuan
Assets, liabilities and owner’s equity
Project amount project amount
Fixed assets 2111906 accounts payable 480000
Intangible assets 4004.8 —
— total liabilities 480000
Total assets 2512386 net assets 2032386
Note: fixed assets and intangible assets are listed in the amount including tax.
Changes in assets and liabilities from the transfer base date to the transfer date will be adjusted according to the facts and transferred.
3、 The transfer involves the transfer of creditor’s rights and debts and the change of agreement subject
(1) After the transfer of the underlying assets, the creditor’s rights and debts related to the underlying assets shall be enjoyed and borne by God given resources. Tianci resources circle and Jiujiang Tianqi will handle the transfer procedures of relevant creditor’s rights and debts after completing the approval procedures and obtaining the approval. If the transfer of relevant creditor’s rights and debts involves the consent and approval of a third party, Tianci resources circle and Jiujiang Tianqi shall jointly promote to obtain the same meaning and approval. If Jiujiang Tianqi is required by relevant obligees to perform its repayment obligations or be subject to recourse due to the failure to obtain the creditor’s consent letter on the debt transfer of Jiujiang Tianqi due to the circular transfer of assets and liabilities to Tianci resources, it shall be settled by both parties through negotiation. If Jiujiang Tianqi needs compensation, Tianci resources will repay Jiujiang Tianqi after compensation, And bear the expenses during the period and the actual losses of Jiujiang Tianqi.
(2) After the transfer of the underlying assets, the rights and obligations under all business contracts signed by Jiujiang Tianqi on the underlying assets will be transferred to Tianci resource recycling. For contracts that have not obtained the consent of the opposite party or are not suitable for the transfer of rights and obligations, Jiujiang Tianqi will continue to perform on its behalf, and Tianci resource cycle will finally bear all relevant rights and interests for the continued performance of the contract. If the opposite party of the contract has a dispute with Jiujiang Tianqi or claims Jiujiang Tianqi’s responsibility due to the pending performance of the contract, Tianci resources circulation shall be responsible for compensating Jiujiang Tianqi for all losses.
(3) The expenses, fines and other contingent liabilities incurred by Jiujiang Tianqi or the underlying assets in connection with the litigation, arbitration, disputes (including all kinds of litigation and arbitration cases under trial), social security, provident fund, administrative penalties and other related matters related to the allocated assets before the transfer shall be finally borne by Tianci resource cycle, If Jiujiang Tianqi bears corresponding liabilities or suffers losses due to the above expenses, fines and other contingent liabilities after the transfer date, Jiujiang Tianqi has the right to recover from Tianci resource cycle, and Tianci resource cycle shall also bear all expenses incurred by Jiujiang Tianqi due to the above recovery.
4、 The transfer involves the change arrangement of relevant qualifications / procedures
If the allocation involves the change of the business scope of Jiujiang Tianqi and / or Tianci resources circulation and the change of the subject of land and real estate rights, Jiujiang Tianci and / or Tianci resources circulation shall go through the relevant change procedures according to the regulations.
5、 Employee placement
After the transfer of the underlying assets, according to the principle of “people follow the assets”, the employees related to the underlying assets are received by God given resources, the length of service of the employees is calculated continuously, and the salary remains unchanged. Both parties of the transfer shall cooperate with each other to handle the change procedures of the employee’s labor contract. If the employee compensation is involved, the God given resource circulation shall be responsible for solving and bearing all expenses.
6、 Accounting treatment of transferred assets and liabilities
The fixed assets, intangible assets and some debts of Jiujiang Tianqi except for the 60000 ton daily chemical basic material project (phase I) are transferred to Tianci resource cycle free of charge based on the book value confirmed by audit on December 31, 2021. The corresponding accounting treatment is as follows: Jiujiang Tianqi’s assets and liabilities are reduced, and its share capital and capital reserve are reduced; The circulation of God given resources and liabilities increased, and the share capital and capital reserve increased.
7、 Impact of this transfer on the company
This transfer of fixed assets, intangible assets and some debts of Jiujiang Tianqi except for the 60000 ton daily chemical basic material project (phase I) to Tianci resource cycle is an adjustment of existing businesses and assets within the scope of consolidated statements and will not affect the normal operation of the company. This transfer is conducive to combing the company’s industrial chain business, optimizing resource allocation, improving the overall management efficiency, meeting the company’s long-term development plan and improving the company’s overall competitiveness.
This transfer is carried out within the scope of the company’s consolidated statements, does not involve changes in the scope of the consolidated statements, has no significant impact on the company’s financial status and operating results, and does not damage the interests of minority shareholders and investors.
8、 Possible risks of this transfer
There are certain uncertainties in the follow-up of a series of matters such as procedure changes. This transfer involves a large amount of work. The implementation of the above follow-up matters and the sorting of the company’s production management, internal control and other business processes may have a phased impact on the existing business.
In order to shorten the impact of this transfer on the business, the company will set up a special working group to make careful planning, strengthen communication with the outside, speed up the straightening out of business relations and reduce the impact on the existing business.
Documents for future reference:
Resolution of the 26th meeting of Guangzhou Tinci Materials Technology Co.Ltd(002709) the 5th board of directors
It is hereby announced.
Guangzhou Tinci Materials Technology Co.Ltd(002709) board of directors March 3, 2022
