Securities code: Tibet Summit Resources Co.Ltd(600338) securities abbreviation: Tibet Summit Resources Co.Ltd(600338) Announcement No.: 2022020 Tibet Summit Resources Co.Ltd(600338)
Progress announcement on major contracts of daily operation
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. On February 18, 2022, the ninth (Interim) meeting of the eighth board of directors of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “the company”) deliberated and approved the proposal on the proposal to sign the cooperation agreement on equipment, operation and technical services of the 50000 ton lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd. with enlightenment Qingyuan (Shanghai) new material technology Co., Ltd, For details, see the announcement on signing major contracts for daily operation (Announcement No.: 2022015, hereinafter referred to as the announcement) disclosed on February 22.
1、 Progress of contract performance
On March 11, 2022, in accordance with the above resolution and authorization of the board of directors, the company and tus Qingyuan (above)
(HAI) new material technology Co., Ltd. (hereinafter referred to as “tus Qingyuan”) and its consortium Zhejiang Songdu lithium Technology Co., Ltd. (hereinafter referred to as “Songdu lithium technology”) have completed the cooperation agreement on equipment, operation and technical services for the 50000 ton lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd (including the supply agreement, technical service agreement and other annexes, hereinafter referred to as the “contract”) is signed, and the contract comes into force.
The changes in the above announcement are disclosed as follows.
2、 Zhejiang Songdu lithium Technology Co., Ltd., a consortium that enlightens Qingyuan
(1) Name: Zhejiang Songdu lithium Technology Co., Ltd
(2) Nature of enterprise: other limited liability companies
(3) Registered address: Shangcheng District, Hangzhou
(4) Main office location: room 401-15, No. 789, Fuchun Road, Shangcheng District, Hangzhou, Zhejiang Province
(5) Legal representative: Yu Jianwu
(6) Registered capital: RMB 100 million
(7) Main business: general projects: energy storage technology services; Research and development of energy recovery system; Research and development of emerging energy technologies; Precious metal smelting; Common non-ferrous metal smelting; Rare earth metal smelting; Battery system
Make; Battery sales; Recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste management); Sales of electric accessories of new energy vehicles; Sales of new energy vehicle power exchange facilities; Sales of new energy vehicle production and testing equipment; Sales of new energy prime mover equipment; Manufacturing of new energy prime mover equipment (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed projects: Mining of mineral resources (non coal mines); Mineral resources exploration; Geological exploration of metallic and non-metallic mineral resources (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results).
(8) Actual controller; Yu Jianwu
(9) Development of main business of the counterparty in recent three years
Songdu lithium branch was incorporated on March 9, 2022 and is the holding subsidiary of Sundy Land Investment Co.Ltd(600077) , a listed company of Songdu group.
(10) There is no relationship between Songdu lithium and the company and its holding subsidiaries, and there are no other relationships in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
(11) Songdu lithium Co., Ltd. has recently completed its registration and establishment, so there are no financial statements; It has no business dealings with the company and its holding subsidiaries in the last three fiscal years.
3、 Main terms of the contract
Contract Party A: Tibet Summit Resources Co.Ltd(600338)
Party B 1: Zhejiang Songdu lithium Technology Co., Ltd
Contract Party B 2: tus Qingyuan (Shanghai) new material technology Co., Ltd
(Party B I and Party B II are collectively referred to as “Party B”)
1. Project content: Party B shall implement the membrane separation and crystallization evaporation complete equipment, installation technical services, franchise and entrusted operation of Party A’s 50000 ton lithium carbonate equivalent salt lake lithium extraction project. Party B shall provide membrane separation and crystallization evaporation complete equipment, construction technical guidance, operation and maintenance of the project in accordance with the terms and conditions of this agreement, and collect the equipment payment in installments Recover the investment by collecting the treatment fee of Salt Lake products and obtain reasonable income, and hand it over to party a free of charge at the expiration of the franchise period.
2. Cooperative operation period: unless extended or terminated in accordance with this agreement, the cooperative operation period is agreed to be 15 years (including 3-year BOT period (excluding construction time) and 12-year entrusted cooperative operation period), that is, from the date of starting the cooperative operation period specified in the contract to the last working day of 15 years.
3. Project price and payment: the project includes the equipment of 25000 tons of lithium carbonate equivalent adsorption section and 50000 tons of lithium carbonate equivalent membrane process section (see Annex 1 of the supply agreement for details). Total contract price of equipment: (RMB) in figures: total 1.6 billion yuan (750 million yuan + 850 million yuan); (RMB) in words: 1.6 billion yuan only, including 13% value-added tax (in case of major changes in the price of lithium hydroxide, both parties shall negotiate friendly).
All payments for the contract equipment shall be advanced by Party B. Party B has the right to calculate the interest according to the amount of advance payment. The interest is calculated at the annual interest rate of 8%. The interest corresponding to the advance payment of each batch of goods shall be calculated from the date when each batch of goods arrives at the warehouse in Shanghai port and is delivered to the carrier designated by Party A.
Party A shall repay all the advance funds and corresponding interests of the contract equipment in three installments within three years after the completion acceptance of the membrane process section of the project or within three years from March 31, 2024 (including March 31, 2024), whichever is earlier:
Phase I: 30% of the total contract amount and interest up to that time point shall be paid before the end of the first year after acceptance (December 31) or March 31, 2024 (whichever is earlier);
Phase II: at the end of the second year after acceptance (December 31) or March 31, 2025 (whichever is later)
40% of the total contract amount and interest up to that time point shall be paid in advance;
Phase III: at the end of the third year after acceptance (December 31) or March 31, 2026 (whichever is later)
30% of the total contract amount and interest up to that time point shall be paid in advance.
4. Business model
Party A’s 50000 ton lithium carbonate equivalent lithium salt project raw material solution is to use the “adsorption + membrane method” process to treat the raw brine (hereinafter referred to as “brine”) to extract lithium ions. In order to ensure the continuous operation of the unit and the quality of downstream products, the boron removal unit is equipped in the refined high lithium liquid unit.
Party B shall be responsible for providing complete sets of membrane separation and crystallization evaporation equipment of the project, packaging and transporting them to the designated warehouse in China, providing guidance and installation technical services, Franchising (including operation and maintenance) according to this agreement, and obtaining the cost and profit of Party B in completing the above work by collecting the equipment payment paid by Party A and the product treatment fee of Party A as agreed in this agreement.
Upon the expiration of the franchise period, Party B shall hand over the project to party a free of charge, and submit the use instructions, use licenses, quality assurance materials and other materials that should be submitted by Party B for the normal production of the project and the normal sales of products. During the franchise period, Party B shall train Party A’s personnel free of charge and ensure that Party A has the right to enter and leave the project workshop.
After the franchise expires, Party B has the right to implement the entrusted operation according to this Agreement and charge the entrusted operation fee according to this agreement. When Party B implements the entrusted operation, it shall ensure that the project output is not lower than the reasonable output during the franchise period.
Both parties agree that Party B shall enjoy the exclusive operation right during the cooperative operation period, so that Party B has the right to operate and maintain the project and collect product processing fees. Party B’s exclusive right shall remain valid throughout the cooperative operation period, and Party B has the right to operate all assets, equipment and facilities involved in the project during the cooperative operation period.
5. Construction period
Delivery cycle: complete the delivery of 15000 T / a lithium carbonate brine lithium extraction adsorption equipment and 25000 T / a lithium carbonate brine lithium extraction membrane section main equipment within 120 days from the date of signing the contract, and deliver them to the warehouse in Shanghai port designated by Party A;
Complete the delivery of 10000 t / a lithium carbonate brine lithium extraction adsorption equipment and 15000 T / a lithium carbonate brine lithium extraction adsorbent within 120 to 210 days from the date of signing the contract, and deliver them to the warehouse in Shanghai port designated by Party A;
Complete the delivery of 10000 t / a lithium carbonate brine lithium extraction adsorbent and 25000 T / a lithium carbonate brine lithium extraction membrane equipment within 210 to 270 days from the date of signing the contract, and deliver them to the warehouse in Shanghai port designated by Party A.
Party A’s shipping and project site transportation cycle (Shanghai warehouse – project site) is [60] calendar days, which is transported by batch.
The installation cycle (arrival of equipment at the project site – completion of installation) is [60] calendar days.
The acceptance period (after installation – qualified performance acceptance) is [60] calendar days.
According to the actual situation of the project and confirmed by Party A, the above construction period can be adjusted, and Party B shall be notified of the adjusted construction period plan thirty (30) days in advance. If it involves adjusting the supply time of Party B’s equipment, Party B’s consent shall be obtained in accordance with Article 4.3 of the contract.
The corresponding time of delivery and installation delay not caused by Party B or force majeure shall be postponed, and Party B shall not bear the liability for breach of contract resulting in overdue delivery.
6. Effectiveness of the contract:
This Agreement shall be established after being signed and sealed by all parties. This Agreement shall come into force when all the following matters are met.
(a) The signing of this agreement, Party A and Party B have gone through the decision-making process and obtained the necessary approval and authorization; (b) This Agreement shall come into force after being signed and sealed by the legal representatives or entrusted agents of both parties.
(c) Party A has provided a performance guarantee in accordance with Chapter IX “performance guarantee” of this agreement.
7. Main liability for breach of contract: either party shall be entitled to compensation for any losses, expenses and expenses suffered by the breaching party due to the breach of contract, which shall be paid by the breaching party.
8. Dispute resolution: (1) settlement through friendly negotiation between both parties: if any dispute, difference or claim arises from the interpretation of the terms of this Agreement (including any question about its existence, validity or termination), both parties shall try their best to resolve the dispute, difference or claim through friendly negotiation. If the dispute cannot be resolved within 60 working days, the provisions of “arbitration and litigation” shall apply. (2) Arbitration and litigation: All disputes arising from or in connection with this Agreement shall be submitted to Shanghai International Economic and Trade Arbitration Commission for settlement.
4、 Impact of contract performance on the company
1. For the performance of this contract, the consortium composed of Songdu lithium Co., Ltd. and tus Qingyuan will jointly perform the contractual obligations of equipment supply, technical service and operation management relative to the company, which can give better play to the comparative advantages and subjective initiative of each party and improve the actual performance ability and execution efficiency of the other party.
2. The performance of this contract is conducive to the smooth progress of the lithium extraction construction project of Argentina lithium potassium Co., Ltd. with an annual output of 50000 tons of lithium carbonate salt lake. The relevant contracts signed with the company and other partners are beneficial to the overall promotion of the construction of the 50000 ton annual output lithium carbonate salt lake lithium extraction project of Argentina lithium potassium Co., Ltd., and have a positive impact on the company’s operating performance in 2022.
3. The performance of this contract will not adversely affect the business independence of the company. The 50000 ton / a lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd. adopts an efficient mode of Collaborative Procurement from multiple equipment and technology suppliers and the overall leadership and responsibility of the project operation management party. The company’s lithium salt lake resource development will not depend on the contract due to the performance of the contract.
5、 Risk analysis of contract performance
1. At present, Songdu lithium Technology Co., Ltd. does not directly have the professional knowledge reserve, technology and personnel for the 50000 ton annual lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd. It is mainly responsible for technical support, equipment supply and other technical services through enlightenment Qingyuan linkage with the other party of the consortium and relying on the output of its professional team, There is a risk that the insufficient coordination efficiency due to the initial cooperation will affect and delay the construction period.
2. As the project is implemented overseas, there is a lack of control over local policy factors and market environment information. Although due to the limitation of epidemic situation, the relevant partners have made cooperation decisions based on the supporting documents provided by the company, there is still a risk that due to information asymmetry and subsequent implementation delay, they will not be able to make capital contributions in place, or even terminate the cooperation relationship.
3. The company’s salt lake lithium extraction project is mainly composed of mining construction EPC contract, BOT contract of core lithium extraction equipment, equipment procurement contract of adsorption section and other parties. It needs a certain time period. In the actual performance process, if it is affected by factors such as unpredictability or force majeure, it may lead to the risk that part or all of the contract can not be completed on schedule.
Please pay attention to investment risks.
6、 Other instructions
The company will actively pay attention to the follow-up performance information of the contract and timely disclose the specific progress, including but not limited to: major changes in the contract, major risks in the performance of the contract, early termination of the contract, completion of the performance of the contract and other major information.
It is hereby announced.
Tibet Summit Resources Co.Ltd(600338)
Board of directors
March 14, 2022
