Securities code: Ganfeng Lithium Co.Ltd(002460) securities abbreviation: Ganfeng Lithium Co.Ltd(002460) No.: pro 2022012 Ganfeng Lithium Co.Ltd(002460)
Announcement on convertible bond investment in Shanghai jujingui involving mining right investment
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
Ganfeng Lithium Co.Ltd(002460) (hereinafter referred to as "the company") deliberated and approved the proposal on convertible bond investment involving mining right investment in Shanghai jujingui at the 38th meeting of the Fifth Board of directors held on March 25, 2021, and agreed that the company invested 315 million yuan of its own capital in the convertible bond of Shanghai jujingui enterprise management partnership (limited partnership) (hereinafter referred to as "Shanghai jujingui") for a period of two years; Shanghai jujingui agrees to provide pledge guarantee to the company with its 18% equity of Xinyu Ganfeng Mining Co., Ltd; On the maturity date of the convertible bonds, the company can choose to return the principal and interest of the above convertible bond investment to the company by Shanghai jujingui, or convert the above convertible bond investment principal into 47.37% of the limited partnership share of Shanghai jujingui and further replace it with 18% of the equity of Xinyu Ganfeng Mining Co., Ltd. after the replacement, the company will hold 80% of the total equity of Xinyu Ganfeng Mining Co., Ltd. and will no longer hold the partnership share of Shanghai jujingui, Shanghai jujingui will hold a total of 20% equity of Xinyu Ganfeng Mining Co., Ltd. and authorize the company's management to go through relevant procedures and sign relevant legal documents.
According to the relevant provisions of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and the articles of association, this foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. This foreign investment does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of partners
Shanghai jujingui enterprise management partnership (limited partnership)
Unified social credit Code: 91310120ma7frrbg5r
Address: room 412, No. 1, Lane 2288, Wangyuan South Road, Fengxian District, Shanghai
Executive partner: Shanghai Hongyi Enterprise Management Co., Ltd
Registered capital: 1 million yuan
Type: limited partnership
Date of establishment: January 7, 2022
Business scope: enterprise management; Enterprise management consulting; Information consulting services (excluding licensed information consulting services)
Shanghai jujingui has no relationship with the company and its actual controllers, directors, supervisors and senior managers in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. Shanghai jujingui was founded in January 2022. Its latest financial data are as follows: unit: Yuan index February 28, 2022
(Unaudited)
Total assets 18009800
Net assets 18009800
Target February 2022
(Unaudited)
Operating income 0
Net profit - 2
3、 Mining rights involved
Songshugang tantalum niobium mine project is the main mining project involved in this exchange. As of the disclosure date of this announcement, the equity structure of the project is shown in the figure:
(I) Xinyu Ganfeng Mining Co., Ltd
Unified social credit Code: 91360504ma7h3t3f28
Address: 101, building 6 Ganfeng Lithium Co.Ltd(002460) 6, No. 2668, Nanyuan Road, high tech Development Zone, Xinyu City, Jiangxi Province
Legal representative: Wang Bin
Registered capital: 1 million yuan
Type: limited liability company date of establishment: February 18, 2022
Business scope: Sales of non-metallic minerals and products, sales of metal ores, enterprise management consulting, basic geological exploration and beneficiation (in addition to licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Xinyu Ganfeng Mining Co., Ltd. was established in February 2022, and its latest financial data are as follows:
Unit: Yuan index February 28, 2022
(Unaudited)
Total assets 108538000000
Net assets 108538000000
Target February 2022
(Unaudited)
Operating income 0
Net profit 0
(II) basic information of songshugang tantalum niobium mine project
Xinyu Ganfeng Mining Co., Ltd. indirectly owns the songshugang tantalum niobium mine project located in Hengfeng County, Shangrao City, Jiangxi Province. At present, it has one exploration license, and the relevant procedures for the conversion of exploration right to mining right are being handled:
Exploration right license No.: t36 Shenzhen Zhongheng Huafa Co.Ltd(000020) 812501019676
Exploration right holder: Jiangxi Jinfeng Mining Co., Ltd
Address of exploration right holder: No. 77, South District, Hongqiao West Road, cenyang Town, Hengfeng County
Exploration Project Name: Exploration of songshugang tantalum niobium deposit, Hengfeng County, Jiangxi Province
Location: Hengfeng County, Shangrao City, Jiangxi Province
Sheet No.: h50e021015
The survey area is 3.53 square kilometers
Term of validity: May 23, 2021 to May 22, 2023
Issued by Jiangxi Provincial Department of natural resources
According to the certificate on the review and filing of mineral resources reserves in the exploration report of niobium and tantalum in songshugang mining area, Hengfeng County, Jiangxi Province (gtzbz [2018] No. 16) issued by the Department of land and resources of Jiangxi Province, the total amount of ore recorded in the exploration report is 298604 million tons, Ta2O5 and Nb2O5 oxides are 42444 tons and 63591 tons respectively, associated rubidium oxide is 601834 tons, associated lithium oxide is Guangdong Gensho Logistics Co.Ltd(603813) tons, and the average grade is 0.2022%.
4、 Main contents of convertible bond investment agreement
1. The company intends to provide Shanghai jujingui with a convertible bond investment of RMB 315 million (in words: RMB 315 million only) in accordance with the terms and conditions agreed in this agreement. On the maturity date of the convertible bond, the company can choose to return the principal and interest of the above-mentioned convertible bond investment by Shanghai jujingui in accordance with the terms and conditions agreed in this agreement, or convert the principal of the above-mentioned convertible bond investment into the limited partnership share of Shanghai jujingui;
2. In order to ensure the transaction security, Shanghai jujingui agrees to provide pledge guarantee to the company with its 18% equity of Xinyu Ganfeng Mining Co., Ltd. (hereinafter referred to as "guaranteed equity"); 3. If the company chooses Shanghai jujingui to repay the principal and interest of the convertible bond investment, Shanghai jujingui shall repay the principal of the convertible bond investment and pay the interest to the company at the annual interest rate of 9% (if the calculation is not a complete natural year, 9% is divided by 365 days, and the interest is not compounded), The interest calculation period is: from the date when the company transfers the convertible bond investment principal into the designated account of Shanghai jujingui to the date when the company receives all the convertible bond investment capital and interest returned by Shanghai jujingui in the designated account;
4. The maturity date of convertible bonds under this agreement refers to the expiration date of two (2) natural years from the date when the company transfers the convertible bond investment into the designated account of Shanghai Jujin;
5. The parties agree that the partnership share converted by the company shall be calculated according to the valuation of 665 million yuan (in words: 665 million yuan only) after the return of Shanghai Jujin, that is, the company holds 47.37% of the partnership share of Shanghai Jujin after exercising the conversion right;
6. The parties agree that if the company chooses to convert the investment principal of convertible bonds into the partnership share of Shanghai Jujin, within ten (10) working days after the company officially enters the partnership, the parties shall actively cooperate to implement the stock exchange transaction in which the company replaces all the partnership share of Shanghai Jujin obtained under this agreement with 18% equity of Xinyu Ganfeng Mining Co., Ltd. held by Shanghai Jujin, Sign all relevant legal documents (including but not limited to withdrawal agreement, withdrawal resolution, stock exchange agreement, etc.) and complete the industrial and commercial change procedures;;
7. After the replacement, the company will hold 80% of the total equity of Xinyu Ganfeng Mining Co., Ltd. and will no longer hold the partnership share of Shanghai Jujin; Shanghai jujingui will hold a total of 20% equity of Xinyu Ganfeng Mining Co., Ltd;
8. Convert the investment principal of convertible bonds into the share of Shanghai Jujin owned partnership in accordance with the terms and conditions agreed in this agreement. For the avoidance of ambiguity, if the company chooses to exercise the above conversion right, the principal of the convertible bond investment under this agreement will not bear interest.
5、 Rationality of convertible bond terms and valuation
This convertible bond investment is the result of the company's full feasibility study and analysis, due diligence, audit and evaluation of songshugang tantalum niobium mine project under Xinyu Ganfeng Mining Co., Ltd. Among them, the company has fully evaluated and considered the interest, term and pledge guarantee conditions of convertible bonds, and believes that all conditions of convertible bonds are in line with market practices and in line with the interests of the company. At the same time, the company has the right to choose to convert the principal of convertible bonds into 47.37% of the partnership share of Shanghai jujingui and 18% of the equity of Xinyu Ganfeng Mining Co., Ltd. the actual target project company of the equity conversion arrangement is valued at 1.75 billion yuan, It refers to the appraisal report on the value of all shareholders' equity of Shanghai Zhongcheng Deji Mining Investment Co., Ltd. involved in Ganfeng Lithium Co.Ltd(002460) proposed acquisition of the equity of Shanghai Zhongcheng Deji Mining Investment Co., Ltd. (xzipingbao Zi (2022) No. a00005) (hereinafter referred to as the "appraisal report") issued by Shanghai Lixin Assets Appraisal Co., Ltd. According to the appraisal report, the appraisal value of Zhongcheng Deji on the benchmark date of November 30, 2021 is 1749301 million yuan. To sum up, the company believes that the terms of this convertible bond are set reasonably, and the valuation consideration of the conversion terms is fair, which is in line with the interests of the company.
6、 Purpose, existing risks and impact on the company of this foreign investment
The purpose of this foreign investment is to help promote the production progress of songshugang tantalum niobium mine project under Xinyu Ganfeng Mining Co., Ltd., strengthen the company's investment and development ability in the upstream layout of lithium resources, and further improve the company's core competitiveness and profitability.
This foreign investment will generate a certain net outflow of the company's cash flow, but it will not have a significant impact on the company's normal working capital. This foreign investment will not have a significant impact on the company's financial situation and operating results in the short term.
Before the expiration of the agreed term of the convertible bonds, the board of directors of the company will decide whether to convert the convertible bonds into the limited partnership share of Shanghai jujingui and the equity of Xinyu Ganfeng Mining Co., Ltd. according to the actual business situation and market prospect of Shanghai jujingui and Xinyu Ganfeng Mining Co., Ltd. the Shanghai jujingui convertible bonds invested by the company this time have the risk of failure to repay and convert shares on time.
The board of directors of the company will actively pay attention to the progress of matters and fulfill the obligation of information disclosure in time. Please invest rationally and pay attention to investment risks.
7、 Risk control and opinions of the board of directors
The board of directors of the company believes that this foreign investment is to help promote the production progress of songshugang tantalum niobium mine project under Xinyu Ganfeng Mining Co., Ltd., strengthen the investment and development ability of the company in the upstream layout of lithium resources, help to further improve the company's core competitiveness and profitability, and comply with the company's development strategy. The convertible bonds for this foreign investment are pledged and guaranteed by Shanghai Jujin GUI with its 18% equity of Xinyu Ganfeng Mining Co., Ltd
