Securities code: 300769 securities abbreviation: Shenzhen Dynanonic Co.Ltd(300769) Announcement No.: 2022-004 Shenzhen Dynanonic Co.Ltd(300769)
About signing the production base project of new phosphate cathode materials with an annual output of 330000 tons
Announcement of investment agreement
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.
Important:
1. The implementation of the project involved in this agreement still needs pre-approval procedures such as project approval and filing of government departments, public land transfer, environmental assessment approval and construction permit. In case of changes in implementation conditions such as national or local policy adjustment and project approval, the implementation of the project may have the risk of change, extension, suspension or termination;
2. The investment has risks such as market environment and operation management. Since the construction and implementation of the project requires a certain period, it is expected that it will not have a significant impact on the company’s performance in the short term;
3. After the project is completed and fully put into operation, the actual achievement situation and time are affected by national policies, laws and regulations, industry macro environment, market development, operation management, capacity and utilization, and there are still uncertainties;
4. The investment capital of this project comes from the self raised funds of the company. The investment scale is large, and there is uncertainty whether the funds can be in place on time. The fund-raising in the process of investment and construction and the smoothness of financing channels will make the company bear certain capital pressure and financial risks, During the project construction, there is a risk that the project cannot be implemented due to the lack of timely fund-raising;
5. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
1、 Overview of foreign investment
Shenzhen Dynanonic Co.Ltd(300769) (hereinafter referred to as “the company”) deliberated and adopted the proposal on signing the investment agreement for the production base of new phosphate positive materials with an annual output of 330000 tons at the 24th Meeting of the third board of directors held on January 4, 2022. After friendly negotiation, the company, Qujing Municipal People’s government The Management Committee of Qujing Economic and Technological Development Zone (hereinafter referred to as the “Management Committee of Qujing Economic and Technological Development Zone”) has signed the investment agreement for the production base project of new phosphate positive materials with an annual output of 330000 tons (hereinafter referred to as the “investment agreement”), and the company plans to build the “production base project of new phosphate positive materials with an annual output of 330000 tons” in Qujing Economic and Technological Development Zone, The total investment of the project is about 7.5 billion yuan.
This agreement has been deliberated and adopted at the 24th Meeting of the third board of directors held by the company on January 4, 2022, and shall not take effect until it is submitted to the general meeting of shareholders for deliberation and approval.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Introduction to counterparty
(i) Qujing Municipal People’s Government
1. Name: Qujing Municipal People’s Government
2. Address: No. 78, Wenchang street, Qujing City, Yunnan Province
3. Nature of unit: local government organization
4. Relationship with listed companies: no relationship
（2） Qujing Economic and Technological Development Zone Management Committee
1. Name: Qujing Economic and Technological Development Zone Management Committee
2. Address: No. 83, Cuifeng Road, Qujing City, Yunnan Province
3. Nature of unit: local government organization
4. Relationship with listed companies: no relationship
3、 Main contents of the agreement
Party A: Qujing Municipal People’s Government
Party B: Qujing Economic and Technological Development Zone Management Committee
Party C: Shenzhen Dynanonic Co.Ltd(300769)
(i) Project overview
1. Project name
New phosphate cathode material production base project with an annual output of 330000 tons (hereinafter referred to as the “project”). 2. Project site selection
The proposed site of the project is located in Xicheng Industrial Park, Qujing Economic Development Zone, west of Jingyang Road, east of Chihong company, south of Shanghai Kunming high-speed railway and north of Huanbei road.
3. Investment intensity
In principle, the investment intensity of the project shall not be less than 3 million yuan / mu.
4. Land scale
The total planned land of the project is about 1500 mu (the actual four to four ranges of the project are subject to the survey and delimitation of the natural resources department).
5. Land use nature
The nature of the project land is industrial land, and the land transfer period is 50 years. The plot ratio and planning and design indicators of the project land shall be approved by relevant functional departments according to the specification requirements.
6. Construction content
The total investment of the project is about 7.5 billion yuan, and the design capacity is 330000 tons of new phosphate cathode materials per year. 7. Project construction time limit
Since the signing of this agreement, Party A shall urge relevant departments to start the land acquisition and development plan of the project, do a good job in the requisition, transfer and approval of the project land according to law, and urge relevant departments to complete the work of “five supplies and one leveling” within 6 months after signing the contract with the economic development zone; Urge Party B to cooperate with Party C to go through the procedures of project filing, planning and design, environmental impact assessment, safety assessment, energy assessment, forest exploration, etc. The project construction shall be completed within 24 months from the date of actual delivery of the project land and Party C’s acquisition of the project land according to law. If the construction period of the above project is extended due to non subjective or force majeure, it can be extended accordingly after confirmation by the three parties, and each party shall not bear the liability for breach of contract.
（2） Rights and obligations of third parties
Party A has the right to urge Party B, Party C and Party C’s project company to strictly perform this Agreement and carry out the project construction according to the industrial development requirements of the photo area. Party A shall supervise and urge relevant departments to do a good job in power transmission and distribution of the project according to the voltage level required by Party C’s project production. Party A shall supervise and coordinate relevant departments and the economic development zone to complete the construction of water, road, gas and other supporting infrastructure required by the project.
After the signing and effectiveness of this agreement, Party B shall cooperate with Party C and Party C’s project company to carry out preliminary work such as planning and design, project filing, design, environmental impact assessment, safety assessment, energy assessment and forest exploration, and timely carry out land approval and supply according to procedures. Party B is responsible for the construction of water, electricity, road, gas and other supporting infrastructure required for project construction, production and operation to the red line of the project land.
Party C has the right to require Party B to provide relevant coordination services for project production in accordance with the provisions of this agreement. After this agreement takes effect, Party C will establish a project company with independent legal personality in the project location as the subject of rights and obligations of the agreement. The rights and obligations of Party C in this Agreement and relevant supplementary agreements shall be enjoyed and assumed by the project company, and Party C and the project company shall bear joint and several liabilities for investment and construction obligations. Party C shall ensure that the source of project construction funds is legal. Party C is obliged to carry out production and operation activities in accordance with the approved design, planning, environmental impact assessment, safety assessment, energy assessment, forest exploration and other requirements, and accept supervision.
（3） Acquisition of land use right
According to the provisions of laws and regulations, the use right of state-owned land required for project land shall be obtained through public listing procedures according to law.
（4） Validity, alteration and termination of the agreement
After this agreement is signed according to law, each party shall fully perform its contractual obligations; Neither party may change the agreement without authorization. If it is really necessary to change, a consensus shall be reached through consultation, and a separate agreement may be signed; If the agreement does not meet the conditions for continuous performance due to non subjective factors, this agreement can be terminated through negotiation through consensus among the three parties.
（5） Liability for breach of contract
Unless otherwise agreed in this agreement, if either party unilaterally terminates the agreement or seriously violates the obligations agreed in this agreement according to the rights and obligations agreed in this agreement, resulting in the failure to perform the agreement normally or the suspension or withdrawal of the project, it shall be deemed as a breach of contract, and the breaching party shall compensate the observant party for the actual losses caused thereby.
（6） Entry into force and others
This Agreement shall come into force after the three parties respectively perform the corresponding decision-making procedures, sign by the legal representatives or their authorized representatives of the three parties and affix the official seal of the unit.
4、 Purpose of this investment and its impact on the company
The purpose of this foreign investment is to further expand the company’s cathode material production capacity, meet the market demand of downstream customers and further enhance the company’s market competitiveness. The capital of this foreign investment comes from the self raised capital of the company. The signing of this agreement will not have a significant impact on the company’s financial status and operating results in the short term, and the performance of this agreement will not have an impact on the company’s business independence.
The investment has risks such as market environment and operation management. Since the construction and implementation of the project requires a certain period, it is expected that it will not have a significant impact on the company’s performance in the short term.
5、 Risk tips
1. The implementation of the project involved in this agreement still needs pre-approval procedures such as project approval and filing of government departments, public land transfer, EIA approval and construction permit. In case of changes in implementation conditions such as national or local policy adjustment and project approval, the implementation of the project may have the risk of change, extension, suspension or termination.
2. The investment has risks such as market environment and operation management. Since the construction and implementation of the project requires a certain period, it is expected that it will not have a significant impact on the company’s performance in the short term.
3. After the project is completed and fully put into operation, the actual achievement situation and time are affected by national policies, laws and regulations, industry macro environment, market development, operation management, production capacity and utilization, and there are still uncertainties.
4. The investment capital of this project comes from the self raised funds of the company. The investment scale is large, and there is uncertainty whether the funds can be in place on time. The fund-raising in the process of investment and construction and the smoothness of financing channels will make the company bear certain capital pressure and financial risks, In the process of project construction, there is a risk that the project cannot be implemented due to the lack of timely fund-raising. Please pay attention to the investment risk.
5. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
6、 Documents for future reference
1. Investment agreement for the production base of new phosphate cathode materials with an annual output of 330000 tons.
It is hereby announced.
Shenzhen Dynanonic Co.Ltd(300769) board of directors January 5, 2022
