Securities code: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022017 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) voluntary disclosure announcement on foreign investment and establishment of joint ventures
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 content tips:
Name of investment object: Zhengda Jianlong high tech materials (Shanghai) Co., Ltd. (hereinafter referred to as “joint venture”) investment amount: 49 million yuan
Special risk tip: the joint venture established this time may face uncertainties in macro-economy, industrial policies, market changes, operation and management, and there is uncertainty in investment income. Therefore, the company will follow the principle of being positive and cautious, establish a perfect investment decision-making mechanism and internal control system for risk prevention and control, and invite investors to pay attention to investment risks. 1、 Overview of foreign investment
1. Basic information of investment
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “company” or ” Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) ” or “party a”) and Zhengda nano materials research center (Dalian) Co., Ltd. (hereinafter referred to as “Zhengda nano” or “Party B”) jointly funded the establishment and operation of a joint venture. The joint venture company is mainly engaged in R & D, sales, technical consultation and technology transfer of molecular sieve adsorbents and catalysts; Design and development of molecular sieve adsorbent and catalyst application process and technical services.
The registered capital of the new joint venture is 100 million yuan, of which Zhengda nano invested 51 million yuan and held 51.00% equity of the joint venture, Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) invested 49 million yuan and held 49.00% equity of the joint venture. After the completion of this investment, the joint venture will become a joint-stock subsidiary of the company. Mr. Bai Pu, director of the company’s R & D center, served as the supervisor of Zhengda Jianlong.
2. Approval procedure
In accordance with relevant laws and regulations, the articles of association and the company’s foreign investment management system, this foreign investment has been deliberated and approved at the fourth meeting of the third board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
This foreign investment does not constitute a connected transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Introduction to partners
Company name: Zhengda nano material research center (Dalian) Co., Ltd
Zhengda nano material research center (Dalian) Co., Ltd. is a limited liability company solely invested by legal persons from Taiwan, Hong Kong and Macao, with a registered capital of 100 million yuan. The company is mainly engaged in technology development, technical consultation and technology transfer of nano catalytic materials; R & D, production and sales of chemical products.
Company address: No. 7-5, Yingsheng Road, Ganjingzi District, Dalian, Liaoning Province.
Date of establishment: December 28, 2018
Legal representative: Xie Bing
Main financial data: as of December 31, 2020, the total assets were 654000 yuan and the net assets were 627000 yuan. In 2021, the operating revenue was 1185000 yuan and the net profit was 256000 yuan. (Unaudited)
Business scope: technology development, technical consultation, technology transfer and technical services of nano catalytic materials, adsorption materials, carbon materials and chemical catalysts; Development, technical consultation, technology transfer and technical services of complete sets of technologies and environmental protection technologies for new chemical industry; R & D, production (limited to branch operation) and sales of chemical products (excluding hazardous chemicals and special approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Ultimate controlling shareholder: Xie Bing.
Zhengda nanomaterials Research Center (Dalian) Co., Ltd. is not a dishonest person.
Zhengda nano materials research center (Dalian) Co., Ltd. has no other relationship with the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. 3、 Basic information of the joint venture
The basic information of the joint venture is as follows:
1. Company Name: Zhengda Jianlong high tech materials (Shanghai) Co., Ltd
2. Registered address: Building 1, No. 1, Haikun Road, Fengxian District, Shanghai
3. Type: other limited liability companies
4. Legal representative: Xie Bing
5. Registered capital: 100 million yuan
6. Date of establishment: March 3, 2022
7. Business term: March 3, 2022 to March 2, 2052
8. Business scope: general items: research and development of new materials and technologies; New material technology promotion services; Sales of chemical products (excluding licensed chemical products); Engineering and technical research and test development; Sales of new catalytic materials and additives; Sales of special equipment for environmental protection; Environmental protection consulting services; Sales of gas and liquid separation and purification equipment; Sales of special equipment for oil refining and chemical production; Instrument sales; Sales of special chemical products (excluding hazardous chemicals); Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license). Licensed projects; Import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments).
9. Capital contribution and shareholding ratio:
Name of shareholder contribution amount (10000 yuan) contribution proportion
Zhengda nano materials research center (Dalian) Co., Ltd. 510000 51.00%
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 4,900.00 49.00%
4、 Mode of contribution
The registered capital of the joint venture is 100 million yuan. Both parties contribute in currency. 5、 Main terms agreed in the agreement
The company and Zhengda nano agreed on the rights and obligations of both parties of the joint venture through the framework contract on the establishment of the company. The main contents are as follows: (I) the corporate governance structure of the joint venture
The date of issuance of the company’s business license shall be deemed as the date of establishment of the shareholders’ meeting. The shareholders’ meeting is the highest authority of the joint venture company and has the right to decide all major matters of the joint venture company. The joint venture company shall set up an operation and management organization to be responsible for the daily operation and management of the joint venture company. The operation and management organization of the company includes: one general manager, one deputy general manager and one person in charge of finance. The term of office is four years and is appointed by the board of directors. The middle management personnel of the company shall be recommended by both parties or recruited by the society, and shall be employed or dismissed by the general manager.
(II) joint obligations
The common obligations of both parties under this contract are:
(1) Both parties shall strive to promote the business growth of the joint venture.
(2) Pay its capital contribution to the joint venture on schedule in accordance with the relevant provisions of the contract.
(3) Assist the joint venture company in obtaining the business license and permit required for operation, and assist the company in ensuring the validity of the above business license and permit.
(4) On the premise of complying with Chinese laws, assist the joint venture company in applying for, obtaining and maintaining all national and local tax exemptions and other investment preferential treatment that can be obtained in accordance with Chinese laws and regulations.
(5) Assist the joint venture company in recruiting and training all kinds of qualified employees.
(6) Assist the JV Company in necessary equipment and information system procurement.
(7) Assist the joint venture company to obtain advanced technology, management methods and personnel training methods suitable for the company’s business.
(8) Handle other matters entrusted by the joint venture. (III) common rights
The common rights of both parties under this contract are:
(1) Appoint directors to the company in accordance with the provisions of this contract.
(2) Appoint senior managers to the company in accordance with the provisions of this contract.
(3) Several personnel are recommended as department managers of the company, but these personnel shall be approved and employed by the company through recruitment and by the general manager.
(4) Share the profits according to the actually paid capital contribution.
(5) Consult and copy the articles of association, resolutions of the shareholders’ meeting, resolutions of the board of directors and financial and accounting statements to understand the operation and financial status of the company.
(6) Either party has the right to appoint an accounting firm within or outside China or organize a financial team to audit the company’s books, contracts, accounts or any other records at its own expense. The company shall provide convenience for the audit, but shall give reasonable advance notice. The designated auditor or financial personnel shall keep all documents audited confidential.
(7) Give priority to the purchase of equity transferred by other parties; Give priority to the subscription of new shares of the company; After the dissolution of the company, it has the right to distribute the remaining property according to law.
(8) Other rights stipulated in this contract or relevant Chinese laws and regulations.
6、 Impact on Listed Companies
As a strategic emerging material that can realize the role of energy conservation and emission reduction, environmental governance and ecological restoration, molecular sieve is of great significance to drive the upgrading of related industries and economic development.
Based on the principle of prudence, the company jointly invested and established a joint venture with Zhengda nano, which will give full play to their respective advantages and is a strong cooperation in technology, products and market. As an important platform for bilateral cooperation, the newly established joint venture is conducive to give better play to each other’s resource advantages in the R & D and market application expansion of new molecular sieve adsorbents and catalyst materials, and jointly promote the R & D and market service of new molecular sieve adsorbents and catalysts in China.
The capital source of this foreign investment is the company’s own funds. The company has invested 49 million yuan and holds 49.00% equity of the joint venture. After this investment is completed, the joint venture will become a joint-stock subsidiary of the company. This foreign investment will not have a significant impact on the company’s financial situation and operating results this year.
This foreign investment is a decision made by the company based on the current and future business development needs, which is in line with the company’s overall long-term development strategy, is conducive to the steady layout and implementation of the company’s three product strategy, internationalization strategy and absorption and conversion strategy, and is conducive to giving better play to the company’s advantages in the whole molecular sieve industry chain, large-scale and new product research and development, Accelerate the in-depth development and marketization of relevant new products, so as to promote the development of R & D, industrialization and technical services of the company’s new molecular sieve adsorbent and catalyst materials, and further consolidate the company’s influence and market position in the field of molecular sieve new materials. 7、 Risk analysis of foreign investment
This foreign investment accounts for about 5.03% of the company’s audited net assets in 2020. The company may have the risk of loss of investment principal in the process of investment.
After the establishment of the joint venture, in the actual operation in the future, it may face the impact of uncertain factors such as macroeconomic, industrial policies, market competition and operation management, and there are risks that the business development can not achieve the expected objectives and the investment can not achieve the expected income.
After the completion of the investment, the company and the joint venture will not constitute horizontal competition, the joint venture will become the related party of the company, and the business transactions between the two sides will constitute related party transactions.
The company will perform the corresponding decision-making procedures and information disclosure obligations according to the progress of this investment and the requirements of relevant laws, regulations and normative documents. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors March 8, 2022
