Securities code: Sundy Land Investment Co.Ltd(600077) securities abbreviation: Sundy Land Investment Co.Ltd(600077) Announcement No.: pro 2022027 Sundy Land Investment Co.Ltd(600077)
Announcement on signing cooperation agreements and providing financial assistance to foreign countries
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:
● during the deliberation of the board of directors, the three independent directors of the company abstained from voting on the proposal on signing cooperation agreement and providing external financial assistance. The board of directors deliberated and adopted the proposal with 6 affirmative votes, 0 negative votes and 3 abstentions.
● contract type: Consortium Agreement, procurement contract
● content and amount:
1. Sundy Land Investment Co.Ltd(600077) (hereinafter referred to as “the company”) holding subsidiaries Zhejiang Songdu lithium Technology Co., Ltd. (hereinafter referred to as “Songdu lithium technology”) and tus Qingyuan (Shanghai) new material technology Co., Ltd. (hereinafter referred to as “tus Qingyuan”) signed the Consortium Agreement to form a consortium, Jointly participate in the implementation of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as ” Tibet Summit Resources Co.Ltd(600338) ” or “party a”) “equipment, operation and technical services of 50000 ton lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd. (the above matters are hereinafter referred to as” the project “, and the contracts involved in the above matters are hereinafter referred to as” relevant contracts “). 2. Tibet Summit Resources Co.Ltd(600338) and the Consortium (hereinafter referred to as “Party B”, of which Party B is Songdu lithium branch and Party B is Qidi Qingyuan) signed the cooperation agreement on equipment, operation and technical services of 50000 ton lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd. (hereinafter referred to as “cooperation agreement”).
3. Under the relevant contracts, the amount of equipment procurement involved is 1.6 billion yuan. Songdu lithium branch advances all contract equipment funds, that is, the amount of external financial assistance is 1.6 billion yuan. Songdu lithium has the right to charge interest at the annual interest rate of 8% according to the amount advanced. All the advance payment and corresponding interest of the contract equipment, Tibet Summit Resources Co.Ltd(600338) shall be repaid in three installments within three years after the completion and acceptance of the membrane process section of the project or within three years from March 31, 2024 (including March 31, 2024), whichever is earlier. At the same time, during the cooperative operation period, Tibet Summit Resources Co.Ltd(600338) shall calculate the product processing fee and operation reward every month according to the agreement and pay it to the consortium.
● effective conditions of the contract:
1. Consortium Agreement: it shall come into force as of the date of signing and sealing by both parties of the consortium.
2. Cooperation agreement: the agreement shall be established after being signed and sealed by both 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 performance guarantee in accordance with the “performance guarantee” agreed in the cooperation agreement and the joint acquisition agreement. ● contract performance period:
1. Consortium Agreement: it will automatically expire on the date when the rights and obligations of both parties are fulfilled.
2. Cooperation agreement: the cooperative operation period is agreed to be 15 years (including the BOT period within 3 years (excluding the construction time) and the entrusted cooperative operation period of 12 years).
● impact on the current performance of listed companies: Songdu lithium branch advanced 1.6 billion yuan in this project (accounting for 33.93% of the company’s latest audited net assets), which has a certain impact on the company’s cash flow expenditure in the current period. Due to the periodicity of project operation, it has no significant impact on the current performance of the company.
● special risk tips:
1. The independent directors of the company believe that: we understand that the external financial assistance is the business arrangement reached by the company for the development of new business, and the company also has certain risk prevention measures. According to the information provided by the company, we believe that the company’s diversified operation can disperse risks, but at the same time, entering unfamiliar fields increases certain unknown risks. The company should conduct detailed due diligence in combination with its own cash flow, and make prudent decisions taking into account the current international situation and future trend, economic risks and industry research. In view of the above factors, we abstained from voting on this motion.
2. At present, the company has not directly possessed the professional knowledge reserve, technology and personnel for the 50000 ton / a lithium carbonate salt lake lithium extraction construction project of Argentina lithium potassium Co., Ltd., which 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.
3. The cooperative parties have provided the company with the mineral right certificate of the project, Party A’s credit investigation report, project mine construction design, procurement and construction (EPC) framework agreement and other relevant ownership, qualification and other supporting documents. However, because the project is located in Argentina, the company is temporarily unable to conduct field investigation due to the epidemic, and the company will overcome the impact of the epidemic and complete the above work as soon as possible. Therefore, there is a risk that the project cannot be smoothly promoted or even the cooperation will be terminated due to information asymmetry.
In addition, because the project is implemented overseas, the local market environment and relevant policies and other factors are more unpredictable, which will have an impact on the investment return and expected income of the project.
4. The implementation of relevant contracts for the salt lake lithium extraction project requires a certain period of time, which is in the process of actual performance
In case of force majeure or other factors, some or all contents of the contract may be unavailable
The risk of completing the project on schedule.
5. Songdu lithium branch, the holding subsidiary of the company, is the advance investor of the project. If the follow-up progress of the project is not smooth, or
If each party has its own risks, there may be the risk that Songdu lithium technology is unable to recover the advance payment and corresponding interest on schedule
Risk.
1、 Review procedure
On March 11, 2022, the 35th meeting of the 10th board of directors of the company agreed with 6 votes and voted against 0
Yes, with 3 abstentions, the proposal on signing cooperation agreements and providing financial assistance to foreign countries was deliberated and adopted. common
The internal directors of the company believe that the signing of this cooperation agreement is an opportunity for the company to innovate its business, which is in line with the current requirements of carbon neutrality
The industrial direction of carbon peak. The company participates in medium and long-term operation and output through appropriate advance payment in the early stage
Set up a team with the consortium unit to accumulate technical level and meet the overall business plan. In innovative business
In the process of development, the company will put risk control in the first place, actively explore and innovate in new fields and establish itself
And strive to create a new situation for the development of the company. The independent directors of the company think: we understand this external
Providing financial assistance is the business arrangement reached by the company for the development of new business, and the company also has certain risk prevention measures
Standard measures. According to the information provided by the company, we believe that the company’s diversified operation can disperse risks, but the same
When entering a strange field, it also increases certain unknown risks. The company should do it in combination with its own cash flow
Conduct detailed due diligence, and consider the current international situation, future trend, economic risks and industry research,
Make prudent decisions.
In view of the above factors, we abstained from voting on this motion.
The agreement signed this time involves the company’s external financial assistance, with an amount of 1.6 billion yuan. This transaction
This item needs to be submitted to the general meeting of shareholders of the company for deliberation, and the time of the general meeting of shareholders will be notified separately.
2、 Basic information of Songdu lithium branch
Zhejiang Songdu lithium Technology Co., Ltd
Enterprise nature other limited liability companies
Registered address: room 401-15, No. 789, Fuchun Road, Shangcheng District, Hangzhou City, Zhejiang Province
Legal representative: Yu Jianwu
The registered capital is 100 million yuan
Date of establishment: March 9, 2022
Business scope: general items: 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 manufacturing; 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).
The controlling shareholder / actual controlling shareholder is Sundy Land Investment Co.Ltd(600077) , and the actual controller is Yu Jianwu
International controller
Company holding subsidiaries with the company
relationship
Equity structure
Note: the company invested 51 million yuan, Beihai lithium want investment partnership (limited partnership) (hereinafter referred to as “Beihai lithium want”) 25 million yuan and Hainan Huazhi investment partnership (limited partnership) (hereinafter referred to as “Hainan Huazhi”) 24 million yuan to jointly establish Songdu lithium. Within 30 days after the opening of songduke’s investment account, songduke will pay the full amount of the investment to songduke. Up to now, all shareholders of Songdu lithium have not paid in.
1. Songdu lithium branch has seven new directors, three of whom are designated by the company, two by Beihai lithium and two by Hainan Huazhi. Songdu company arranges the board of directors of lithium to be responsible to the shareholders and exercise the operation authority.
2. The chairman and legal representative of Songdu lithium Technology Co., Ltd. shall be appointed by Party A, the general manager shall be appointed by Beihai lithium Technology Co., Ltd., and the supervisor shall be appointed by Hainan Huazhi.
The basic information of minority shareholders of Songdu lithium is as follows:
Company name: Beihai lithium investment partnership (limited partnership) Hainan Huazhi investment partnership (limited partnership)
Nature of enterprise limited partnership limited partnership
Registered address: No. 21-11-58, zone 11, building 11, cj009 (Beihai high tech Zone), No. 0401, South Building, Asia Pacific Financial Town, Haitang District, Sanya City, Guangxi Zhuang Autonomous Region
The registered capital is 100000 yuan and 1 million yuan
Date of establishment: January 26, 2022 November 29, 2021
Executive partner (actual Yao Yuyi, Zhou Juan)
(controller)
Engaging in investment activities with its own funds; business management; socioeconomic
consulting service; Financial consultation; Marketing planning; Conferences and exhibitions
Services; China trade agency; Technical services, technology development, technology
Consultation, technology exchange, technology transfer and technology promotion; General projects of big data: engaging in investment activities with its own funds; Services; Data processing and storage support services; Financing advisory services for emerging energy technologies; business management; Business scope of enterprise management consulting R & D; Advertising design and agency; Advertising production. (in addition to being consulted according to law; social and economic consulting services (except for licensed businesses and approved projects, they can carry out business activities independently according to law with their business license, and can operate independently according to law, which is not prohibited or restricted by laws and regulations) licensed projects: Internet information services. (items subject to approval according to law)
Approved projects can only be carried out after being approved by relevant departments
The specific business items shall be subject to the approval documents or licenses of relevant departments
(whichever comes first)
No actual controller or controlling party
Last year’s financial position
Newly established companies with major businesses in the last three years have no performance, no business development, no performance and no business development
The relationship between the development status and the listed company is not related to the listed company in terms of property rights, business, assets, creditor’s rights and debts, and the relationship between the person and the listed company in terms of property rights, business, assets and creditor’s rights. There is no relationship between the debt and the person
3、 The subject matter of the contract and the situation of the other party
(I) Consortium Agreement
Party A: Song Du
