Securities code: Chengxin Lithium Group Co.Ltd(002240) securities abbreviation: Chengxin Lithium Group Co.Ltd(002240) Announcement No.: 2022013 Chengxin Lithium Group Co.Ltd(002240)
Announcement on the introduction of strategic investors and the signing of strategic cooperation 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.
Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as " Chengxin Lithium Group Co.Ltd(002240) " or "the company") held the 33rd meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors on March 22, 2022 to consider and approve matters related to the company's non-public offering of shares in 2022 (hereinafter referred to as "the non-public offering"). In order to effectively implement the company's development strategy and business plan, the company signed the strategic cooperation agreement with Byd Company Limited(002594) (hereinafter referred to as " Byd Company Limited(002594) ") and agreed on specific matters of strategic cooperation, as follows:
1、 Purpose of introducing strategic investors
The company plans to introduce Byd Company Limited(002594) as a strategic investor through directional issuance of shares.
As one of the leaders in the global new energy vehicle industry, Byd Company Limited(002594) has a huge technology research and development team and strong integrated production capacity. It has developed highly safe lithium iron phosphate batteries and high energy density ternary batteries, which are widely used in the field of electric commercial vehicles and electric passenger vehicles.
As a leading lithium salt processing enterprise in China, the company plans to introduce Byd Company Limited(002594) as a strategic investor this time, which will help the two sides to carry out industrial chain cooperation and coordination, and accelerate the realization of the strategic goal of "becoming a global leader in lithium battery new energy materials".
2、 Commercial rationality of introducing strategic investors
The company plans to introduce Byd Company Limited(002594) as the strategic investor of the company through non-public offering of shares Byd Company Limited(002594) is a leading manufacturer of independent brand automobiles in China, mainly engaged in automobile business including new energy vehicles and traditional fuel vehicles, mobile phone parts and assembly business, secondary rechargeable battery and photovoltaic business, and actively expand the business field of urban rail transit.
Chengxin Lithium Group Co.Ltd(002240) is the upstream raw material supplier of Byd Company Limited(002594) . In the future, with the vigorous development of new energy vehicle industry and energy storage industry and the continuous implementation of Byd Company Limited(002594) capacity investment plan, the demand for lithium products in Byd Company Limited(002594) will continue to release, laying a solid foundation for business cooperation between the two sides and helping Chengxin Lithium Group Co.Ltd(002240) expand sales scale and improve sales performance.
At the same time, Byd Company Limited(002594) has extensive industrial resources of new energy industry, and its global layout is highly consistent with the development direction of Chengxin Lithium Group Co.Ltd(002240) Byd Company Limited(002594) after becoming the strategic investor of Chengxin Lithium Group Co.Ltd(002240) will give full play to and make use of its advantages, actively assist Chengxin Lithium Group Co.Ltd(002240) to cooperate with high-quality enterprises in the industry, including but not limited to market, channel, brand, technology, resources, investment and financing, and provide strategic support for business expansion and global business collaboration.
Based on the above situation, it is commercially reasonable for the company to introduce Byd Company Limited(002594) as a strategic investor and carry out all-round business cooperation.
3、 Basic information of strategic investors
(I) basic information
Company name: Byd Company Limited(002594)
Unified social credit Code: 91440 Suzhou Kingswood Education Technology Co.Ltd(300192) 317458f
Legal representative: Wang Chuanfu
Registered capital: 2911142855 yuan
Registered address: No. 1, Yan'an Road, Kuiyong street, Dapeng new area, Shenzhen
Date of establishment: February 10, 1995
Main business: Byd Company Limited(002594) mainly engaged in automobile business including new energy vehicles and traditional fuel vehicles, mobile phone parts and assembly business, secondary rechargeable battery and photovoltaic business, and actively expand the business field of urban rail transit.
(II) equity structure
As of September 30, 2021, the shareholding of the top 10 shareholders of Byd Company Limited(002594) is as follows:
No. shareholder name shareholder nature shareholding proportion shareholding number at the end of the reporting period
(%) (shares)
1 HKSCC nominees overseas legal person 28.74% 822377147 (Note 1) Limited
2 Wang Chuanfu domestic natural person 17.95% 513623850 (Note 2)
3. 8.36% of natural persons in LV Xiangyang 239228620
BERKSHIRE
Hathaway energy (original)
4 MidAmerican overseas legal persons 7.86% 225000000
ENERGY HOLDINGS
COMPANY)
No. shareholder name shareholder nature shareholding proportion shareholding number (%) at the end of the reporting period (shares)
Non state owned legal person within the territory of Rongjie Investment Holding Group Co., Ltd
5 division 5.42% 155149602
6 natural persons in xiazuo 2.97% 84929660 (Note 3)
7 Hong Kong Central Clearing Company Limited overseas legal person 2.15% 61505667
8 Wang nianqiang natural person 0.64% 18299740
9 Central Huijin Asset Management Co., Ltd. state owned legal person 0.54% 15380200
Ren company
10 Zhang Wei domestic natural persons 0.38% 10999900
Note 1: this number includes 1000000 H shares held by Mr. Wang Chuanfu and 195000 H shares and 305000 H shares held by Mr. Xia Zuoquan and his overseas company sign Investments Limited respectively;
Note 2: this number does not include 1000000 H shares held by Mr. Wang Chuanfu; This figure does not include 3727700 A shares held by Mr. Wang Chuanfu through e fund asset Byd Company Limited(002594) increased holding of No. 1 asset management plan;
Note 3: this figure does not include 195000 H shares and 305000 H shares held by Mr. Xia Zuoquan and his holding overseas company sign Investments Limited respectively.
As of September 30, 2021, Mr. Wang Chuanfu holds 18.12% shares of Byd Company Limited(002594) in total (domestic shares and H shares), and is the controlling shareholder and actual controller of Byd Company Limited(002594) Byd Company Limited(002594) 's equity control relationship is as follows:
(III) main financial data
The main financial data of Byd Company Limited(002594) in the latest year and the first period are shown in the table below:
Unit: 10000 yuan
September 30, 2021 December 31, 2020
Total assets 25186088502010173210
Total liabilities 16067806801365634090
Total owner's equity 911828170644539120
Project from January to September 2021 to 2020
Operating income 14519235801565976910
Net profit 3296543060139630
Net profit attributable to all 2443112042342670 of the parent company
Note: the above data comes from the annual report of Byd Company Limited(002594) 2020 and the third quarter report of 2021.
(IV) relationship with the company
Before the completion of this non-public offering, Byd Company Limited(002594) did not directly or indirectly hold shares of the company, and there was no related relationship.
After the completion of this non-public offering, Byd Company Limited(002594) holds more than 5% of the shares of the company, and becomes a related party of the company in accordance with the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents, articles of association and other provisions.
4、 Use arrangement of raised funds
The total amount of funds raised in this non-public offering (including issuance expenses) does not exceed 300 million yuan. After deducting the issuance expenses, all funds will be used to supplement working capital and repay debts, so as to optimize the company's capital structure, reduce asset liability ratio, reduce financial risk and liquidity risk, and enhance the company's anti risk ability.
5、 Main contents of strategic cooperation agreement
On March 22, 2022, the company and Byd Company Limited(002594) signed the strategic cooperation agreement with conditional effect. The main contents of the agreement are as follows:
(I) signing object
Party A (issuer): Chengxin Lithium Group Co.Ltd(002240)
Party B (strategic investor): Byd Company Limited(002594)
(II) advantages of strategic investors and their synergy with listed companies
1. Advantages of strategic investors
Party B is a leading manufacturer of independent brand cars in China, mainly engaged in automobile business including new energy vehicles and traditional fuel vehicles, mobile phone parts and assembly business, secondary rechargeable battery and photovoltaic business, and actively expand the business field of urban rail transit.
As one of the leaders in the global new energy vehicle industry, Party B has a huge technology R & D team and strong scientific and technological innovation ability. Party B has successively developed a series of global leading forward-looking technologies and established a global leading advantage in the field of new energy vehicles. Especially in the field of power battery, Party B has developed highly safe lithium iron phosphate battery and high energy density ternary battery, which has the world's leading technical and cost advantages, and established a leading scale advantage through the rapid expansion of power battery capacity.
Party B will promote the all-round expansion of new energy vehicles through the "7 + 4" strategy, and extend the application scope of new energy vehicles from private cars, buses and taxis to conventional fields such as sanitation vehicles, urban commodity logistics, road passenger transport and urban construction logistics, as well as four special fields such as warehousing, mining, ports and airports, so as to realize the full coverage of new energy vehicles to road transportation.
2. Synergy effect of Party B's participation in Party A's non-public offering as a strategic investor
(1) Industrial chain coordination of lithium product procurement
Party A is the upstream raw material supplier of Party B. In the future, with the vigorous development of new energy vehicle industry and energy storage industry and the continuous implementation of Party B's capacity investment plan, Party B's demand for lithium products will continue to release, laying a solid foundation for business cooperation between the two sides.
Party B will further increase the purchase of lithium products and help Party A expand the sales scale and improve the sales performance while ensuring the demand of Party B's own raw materials.
(2) Coordination and cooperation of global industrial chain resources
Party B has a wide range of new energy industry resources, and Party B's global layout is highly consistent with Party A's global development direction. After becoming Party A's strategic investor, Party B will give full play to and make use of its own industrial resource advantages and international advantages to actively assist Party A in cooperation with high-quality enterprises in the industry, including but not limited to market, channel, brand, technology, resources, investment and financing, etc.
Party B can provide Party A with strategic support for business expansion and global business collaboration in cooperation. (III) cooperation objectives, fields, methods and duration
1. Cooperation objectives
Based on the basic principle of "mutual benefit, win-win, cooperation and development", the two sides intend to take the capital market as the link, give full play to their respective advantages in market, channel, brand, technology and resources, carry out in-depth strategic cooperation, enhance their technological innovation and market competitiveness in the field of lithium industry, effectively improve their sales performance and profitability, ensure the stability of supply chain and promote their common development.
2. Cooperation
