Securities code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) securities abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Announcement No.: 2022013 Ningbo Ronbay New Energy Technology Co.Ltd(688005) about
Announcement of daily connected transactions in 2022
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
In 2022, the company plans to purchase raw materials (mainly nickel cobalt manganese mixture) of no more than 78 million yuan from the related party town mining resource Co., Ltd. (hereinafter referred to as TMR Co., Ltd.), and this related party transaction shall be submitted to the general meeting of shareholders for deliberation. This related party transaction belongs to the company’s daily production and operation business, follows the principles of voluntary, equal and fair transaction, and signs the contract according to the market pricing method. There is no behavior damaging the interests of the company and minority shareholders, and will not form a large dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 28, 2022, Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company” and ” Ningbo Ronbay New Energy Technology Co.Ltd(688005) “) held the 11th meeting of the second board of directors and the 8th meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on confirming the company’s connected transactions in 2021 and predicting the daily connected transactions in 2022. The estimated amount of the daily connected transactions was 78 million yuan, and the connected director Liu xianglie avoided voting, The non affiliated directors present at the meeting unanimously agreed to the proposal. The independent directors of the company expressed their independent opinions approved and agreed in advance on the above-mentioned proposal.
The expected matters of this daily connected transaction still need to be approved by the company’s 2021 annual general meeting of shareholders, and the connected shareholders must avoid voting at the general meeting of shareholders.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan currency: RMB
Same as at the beginning of this year
From the date of disclosure, the difference between the current estimated amount of the category industry and the current estimated business ratio of the related transaction and the actual business ratio of the related person in the previous year and the actual transaction amount of the related person in the previous year is larger than the difference between the cumulative amount of the issued amount and the amount of the transaction (%) amount)
The demand for related TMR increased, the pre buyer purchased Zhushi 780000/316.47294584, and the purchase of phase 1.81 increased the raw material club
Note: in this announcement, “TMR Co., Ltd.” is the abbreviation of “town mining resource Co., Ltd.”.
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan currency: RMB
Reasons for the large difference between the estimated amount of the previous year (the previous time) and the actual amount of the related party transaction related party
Purchase TMR 62 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 4584 from related parties and adjust the purchase strategy
Co., Ltd. raw materials
2、 Basic information and relationship of related parties
(I) basic information of related parties
Trade name: Town mining resource Co, Ltd (Korean: payment by the government)
Legal Person Registration No.: 17 Jiangsu Hengli Hydraulic Co.Ltd(601100) 85222
Date of establishment: September 13, 2013
80000000 authorized shares
Headquarters location: 132-22, road 3, Guiwei Industrial Park, North Qingshang Road (shimeidong)
1. Develop, manufacture, process and sell compounds related to secondary battery materials;
2. Import and export business and agency business of compounds related to secondary battery materials;
Business purpose 3. Export and processing of recycled materials;
4. Industrial waste resource recycling business;
5. Services related to the above businesses and all incidental businesses
Major shareholders jaese Energy Co., Ltd. and town Mining Co., Ltd. each hold 50% of their shares
By the end of 2021, the total assets were 498451 million yuan, the net assets were 372574 million yuan, the main financial data, the operating income was 1390365 million yuan, and the net profit was 8.7144 million yuan (audited)
(II) relationship with listed companies
The company indirectly holds 50% shares of TMR Co., Ltd. through its wholly-owned subsidiary jaese Energy Co., Ltd
Right, town Mining Co, Ltd. holds the remaining 50% equity of TMR Co., Ltd. The company and town Mining Co, Ltd. has no absolute control over TMR Co., Ltd., and is unable to independently control its production and operation and major decisions. Liu xianglie, director and general manager of the company, is a director of TMR Co., Ltd.
(III) performance capability analysis
TMR Co., Ltd. exists in accordance with the law, with good financial indicators and sustained and stable operation; According to the implementation of similar related party transactions in the early stage, the company purchases raw materials from TMR Co., Ltd., which can provide corresponding commodities in accordance with the relevant contracts, and the implementation of the contract is good.
The company will sign relevant contracts or agreements with relevant related parties on the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement, and the performance is guaranteed by law. At the same time, the company will continue to pay close attention to the performance ability of related parties. In case of major adverse changes, the company will take timely measures to safeguard the rights and interests of the company and shareholders.
3、 Main contents of daily related party transactions
The company expects that the raw materials purchased from TMR Co., Ltd. in 2022 are nickel cobalt manganese mixture. After these metal salt solutions are mixed with other metal salts according to the required proportion, the company can be used to produce battery materials such as precursors. The company and TMR Co., Ltd. determine the product transaction unit price according to the unit content proportion of nickel, cobalt and manganese in each batch of nickel, cobalt and manganese mixture traded, and with reference to the average prices of nickel on the London Metal Exchange (LME) and cobalt and manganese on the London metal guide (LMB) in the month before the transaction. The company and TMR Co., Ltd. determine the product transaction unit price according to the proportion of unit cobalt content in each batch of cobalt sulfate solution traded and with reference to the average price of LMB cobalt in the month before the transaction. The company will sign corresponding contracts or agreements with TMR Co., Ltd. according to the business development.
4、 Purpose of daily connected transactions and its impact on Listed Companies
The related party transactions between the company and TMR Co., Ltd. are priced with reference to the international metal quotation, and the transaction price is fair; The company’s purchase of raw materials from TMR zhushihui is necessary for its own production and operation, and also reflects the industrial chain synergy generated by the company’s investment in TMR Co., Ltd. such related party transactions are necessary and reasonable; The amount of raw materials purchased from TMR Co., Ltd. does not account for a significant proportion of similar companies.
To sum up, the above related party transactions of the company are transactions required for the normal production and operation of the company, regular and continuous related party transactions between the company and related parties, normal and legal economic behavior between the company and related parties, conducive to the normal operation of the company and in line with the interests of the company and all shareholders. The price of related party transactions between the company and related parties follows the principles of fairness, openness and impartiality, and does not harm the interests of the company and minority shareholders. The daily connected transaction will not have a significant impact on the company’s production and operation, and its transaction behavior will not affect the independence of the company’s main business. Therefore, the company will not form a large dependence on connected parties.
5、 Online announcement attachment
(I) prior approval opinions of independent directors on relevant matters of the 11th meeting of the second board of directors of the company (II) independent opinions of independent directors on relevant matters of the 11th meeting of the second board of directors of the company
(III) Citic Securities Company Limited(600030) the verification opinions on the expected events of daily connected transactions in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022 are hereby announced.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) board of directors March 30, 2022
