Securities code: Lanzhou Ls Heavy Equipment Co.Ltd(603169) securities abbreviation: Lanzhou Ls Heavy Equipment Co.Ltd(603169) Announcement No.: pro 2022023 Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Announcement on the subsidiary undertaking the EPC project and related party transactions of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips
● Lanzhou Ls Heavy Equipment Co.Ltd(603169) (hereinafter referred to as "the company" or " Lanzhou Ls Heavy Equipment Co.Ltd(603169) ") Lanzhou Lanshi Environmental Protection Engineering Co., Ltd. (hereinafter referred to as "the environmental protection company"), a wholly-owned subsidiary of Lanzhou Ls Heavy Equipment Co.Ltd(603169) ), and Luoyang Ruize Petrochemical Engineering Co., Ltd. (hereinafter referred to as "Ruize petrochemical"), a holding subsidiary, intend to form a consortium (hereinafter referred to as "the contractor") and Lanzhou Lanshi Group Co., Ltd. (hereinafter referred to as "the contractor") "Lanshi group" or "the employer") signed the EPC contract for the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project. This contract is an open-ended contract with an estimated total amount of 25 million yuan.
● Lanshi group is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
● this connected transaction is a normal business activity, with fair trading conditions and pricing, in line with the principle of fair trading, and the approval procedures are performed in accordance with relevant regulations. There is no damage to the interests of the company and shareholders, and will not affect the company's sustainable operation ability and independence.
● this connected transaction has been deliberated and approved at the 28th meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors held by the company on March 8, 2022. All connected directors avoided voting, and all Independent Directors voted and agreed, and expressed their prior approval opinions and independent opinions on this connected transaction. According to the articles of association, this transaction does not need to be submitted to the general meeting of shareholders for approval.
1、 Overview of related party transactions
The subsidiary environmental protection company and Ruize Petrochemical signed the contract agreement for the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project with Lanshi group. The environmental protection company and Ruize Petrochemical are the contractors to undertake the process package preparation, engineering design, material and equipment procurement of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group Construction and installation until intermediate handover (after mechanical completion and before start-up and trial operation), and cooperate with Lanshi group to complete start-up and trial operation. Ruize Petrochemical carries out technology transformation, process package preparation and engineering design according to the technical data provided by Lanzhou Lanshi Zhongke Nano Technology Co., Ltd. (hereinafter referred to as "Lanshi Zhongke"), a holding subsidiary of Lanshi group. The contract is an open contract with a total amount of 25 million yuan. Lanshi group holds 52.09% of the equity of the company and is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
(I) introduction to related party relationship
Lanshi group is the controlling shareholder of the company and belongs to the affiliated legal person specified in article 6.3.3 (I) of the Listing Rules of Shanghai Stock Exchange. The proposed transaction constitutes a connected transaction.
(II) basic information of related parties
1. Basic information
Name of related party: Lanzhou Lanshi Group Co., Ltd
Legal representative: Ruan Ying
Enterprise type: limited liability company (solely state-owned)
Registered capital: 1772863100 yuan
Registered address: No. 194, Xijin West Road, Qilihe district, Lanzhou City, Gansu Province
Main business: provide energy and chemical equipment, petroleum drilling and production equipment, general mechanical equipment and agricultural mechanical equipment with the whole process solutions integrating R & D and design, production, manufacturing and testing, EPC general contracting, industrial Internet services, investment and operation, after-sales and financial services.
2. Financial data of related parties
According to the audit, as of December 31, 2021, Lanshi group had total assets of 32975873600 yuan and net assets of 7933118700 yuan. In 2021, it realized operating income of 10328178300 yuan and net profit of 43464900 yuan.
3. The business of related parties has developed well in the past three years.
4. The related parties and the listed company are independent of each other in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., and there is no other related relationship.
3、 Basic information of the subject matter of related party transactions to be implemented
(I) subject matter of the contract
Design, procurement and construction general contracting (EPC integration) project of 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group.
(II) pricing principle of related party transactions
The related party transactions to be implemented this time are in strict accordance with the provisions of relevant laws and regulations and the company's rules and regulations, and follow the principles of equality, voluntariness, fairness and good faith. The contract adopts the contract mode of cost plus remuneration (open contract), and the price composition is divided into design cost, procurement cost, construction cost, management cost and start-up and commissioning cost. The pricing is mainly based on the project feasibility study report, strictly implement the project budget on the basis of project estimation and recent similar project price data, and determine the contract price in combination with the specific quantities of the project, so that the transaction price is fair and just.
4、 Main contents of this transaction contract
(I) contract subject
Employer: Lanzhou Lanshi Group Co., Ltd
Contractor: Lanzhou Lanshi Environmental Protection Engineering Co., Ltd
Luoyang Ruize Petrochemical Engineering Co., Ltd
(II) project overview
1. Project name: 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project
2. Detailed address of the province and city where the project is located: the plant of Gansu Dongfang Titanium Industry Co., Ltd. (hereinafter referred to as "Dongfang titanium industry") in Yindong Industrial Park, Baiyin high tech Zone
3. Project contracting scope:
The process package preparation and engineering design, material and equipment procurement, construction and installation until intermediate handover (after mechanical completion and before start-up and trial operation) of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project, and cooperate with the employer to complete start-up and trial operation.
(III) technical source of the main process package of the project: the employer is responsible for providing the design basic data of nano particle material technology (GLB) by bubble liquid membrane method (including but not limited to parameters such as process logistics ratio, operating temperature and pressure, raw material products and intermediate logistics and physical and chemical parameters, reactor structure diagram, bubble liquid membrane reactor design, core equipment parameter selection, etc.), Ruize Petrochemical carries out technology transformation, process package preparation and engineering design according to the basic design data provided by the employer.
(IV) construction period: 6 months
(V) contract price composition: this contract is an open-ended EPC contract. The price composition is divided into design cost, procurement cost, construction cost, management cost and start-up and trial operation cost.
(VI) fees and payment methods:
The project is an open-ended contract with an estimated total price of 25 million yuan, and the final price is subject to the audit final account. The expenses shall be paid in batches according to the advance payment, progress payment and quality assurance deposit.
(VII) other important agreements
1. If the demonstration project is in good operation and in the process of industrialization promotion, the employer shall form a consortium with the contractor to provide a set of patented technology and EPC / PC / equipment suppliers when applying the bubble liquid membrane method to make nanoparticle material technology for commercial application in the preparation field of lithium iron phosphate and other nanomaterials or promoting it to the owner. 2. If the demonstration project operates well and the employer sells relevant technologies, assets and other related businesses, the Contractor shall have the priority of transfer under the same conditions.
(VIII) effective conditions of the contract
The contract shall come into force after being signed by the legal representatives or authorized representatives of both parties and affixed with official seals or special seals for contract.
5、 Purpose of transaction and its impact on Listed Companies
In this project, the solid waste ferrous sulfate from the production of titanium dioxide of Dongfang titanium industry, a wholly-owned subsidiary of Cnnc Hua Yuan Titanium Dioxide Co.Ltd(002145) (Stock Code: Cnnc Hua Yuan Titanium Dioxide Co.Ltd(002145) . SZ), is used as raw material, and the lithium iron phosphate cathode material is prepared by using the core technology of Lanshi Zhongke, a holding subsidiary of Lanshi group (bubble liquid membrane nanoparticle material technology), so as to provide a reliable and new process route for the recycling of lithium iron phosphate resources, Effectively solve the problems of low energy density, poor low temperature performance, low conductivity, high production cost and poor batch stability of lithium iron phosphate. After the completion of the project, it will solve the environmental risks caused by solid waste stacking in the titanium dioxide industry, form a good demonstration role for the green, resource, high-value and recycling of solid waste in the titanium dioxide industry to produce lithium iron phosphate, promote the vertical integrated development of lithium iron phosphate industry and help achieve the goal of "double carbon".
The undertaking of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group will help the company improve its business layout in the field of new energy, enter the field of lithium battery cathode materials, create advantageous industries in the subdivided field of new energy, and extend the equipment manufacturing industry chain of the company. At the same time, further cultivate and expand the company's energy conservation and environmental protection business, form a new transformation and development direction in the fields of greening, recycling, high-value and recycling of industrial solid waste, comprehensively promote the transformation and upgrading of the company, and help the company develop into an overall solution service provider of energy and chemical equipment with data insight and industrial integration ability.
The pricing of this related party transaction follows the market pricing principle, the price is fair, and there is no damage to the interests of the company, shareholders, including non related shareholders and minority shareholders.
6、 Review procedures for the performance of related party transactions
(I) voting of the board of directors and withdrawal of related directors
The proposal on undertaking the 1500t lithium iron phosphate project of Qianlan group and the proposal of the 28th general contracting meeting of the board of directors of Qianlan iron phosphate group held on August 2023 was adopted. The related directors avoided voting, and the non related directors (all independent directors) unanimously voted and passed the proposal on the subsidiary undertaking the EPC project and related party transaction of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group.
(II) voting of the board of supervisors
On March 8, 2022, the company held the 23rd Meeting of the 4th board of supervisors. The board of supervisors of the company deliberated and adopted the proposal on the EPC project and related party transactions of the subsidiary undertaking the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group with 3 votes in favor, 0 against and 0 abstention. (III) prior approval opinions of independent directors
We believe that the EPC project of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project undertaken by Ruize petrochemical, a wholly-owned subsidiary of the company and a holding subsidiary of the company, is in line with the company's strategic plan, which is conducive to the company's further cultivation and expansion of new energy and energy conservation and environmental protection business, and accelerate the company's business layout in the fields of new energy, new materials, energy conservation and environmental protection, Comprehensively promote the transformation and upgrading of the company and play a positive role in promoting the future operation and development of the company. We agree to implement this related party transaction and agree to submit the proposal on the EPC project and related party transaction of the subsidiary undertaking the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group to the 28th meeting of the Fourth Board of directors for deliberation.
(IV) independent opinions expressed by independent directors
1. The subsidiary undertakes the EPC project and related party transactions of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group, which complies with the relevant provisions on related party transactions in the stock listing rules of Shanghai Stock Exchange, the articles of association and the fair decision-making system of related party transactions. This connected transaction is in line with the development needs of the company. The connected transactions involved follow the principles of equality, voluntariness, fairness and good faith, and are in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders (especially minority shareholders). This connected transaction will not affect the independence of the company, nor will it adversely affect the financial status and operating results of the company;
2. During the deliberation of the proposal, the related directors avoided voting, and the company's decision-making, deliberation and voting procedures were legal and effective, in line with the provisions of relevant laws, regulations and the articles of association of the company;
3. We agree that the subsidiary will undertake the related party transactions involved in the EPC project of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group.
(V) written review opinions of the audit committee of the board of directors
1. The EPC project of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project undertaken by the subsidiary of Lanshi group meets the actual needs of the company's business development and is conducive to the company's cultivation and expansion of the company's new energy and energy conservation and environmental protection business. The transaction is conducted under the principle of fairness and impartiality and does not damage the interests of the company and shareholders, No significant impact on the independence and operating results of the company;
2. The EPC project of the subsidiary undertaking the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project of Lanshi group was reviewed and approved at the 28th meeting of the Fourth Board of directors of the company. Six related directors withdrew when the board of directors considered the proposal. The review procedure and voting procedure were in line with the company law, the securities law and other relevant laws Regulations and the articles of association and the rules of procedure of the audit committee of the board of directors.
7、 Risk tips
During the performance of the contract, if unforeseen or force majeure factors such as market, economy and politics are encountered, the normal performance of the contract may be affected. Please pay attention to the investment risks.
8、 Online announcement and attachments
1. Resolutions of the 28th meeting of the 4th board of directors of the company;
2. Resolutions of the 23rd Meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of the independent directors of the company on relevant matters of the 28th meeting of the Fourth Board of directors;
4. Independent opinions of the company's independent directors on matters related to the 28th meeting of the Fourth Board of directors;
5. Written review opinions of the audit committee of the board of directors on the EPC project and related party transactions of the 1500 T / a nano lithium iron phosphate cathode material precursor demonstration project undertaken by the subsidiary of Lanshi group.
It is hereby announced.
Lanzhou Ls Heavy Equipment Co.Ltd(603169) director
