Securities code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) securities abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Announcement No.: 2022008 Ningbo Ronbay New Energy Technology Co.Ltd(688005)
About participating in investment and establishing equity investment fund
And related party transactions
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:
Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company”) plans to establish rongbai battery triangle No. 1 equity investment fund partnership (limited partnership) (tentative name, subject to industrial and commercial registration in the end, hereinafter referred to as “industrial investment fund”) with its related party Beijing rongbai New Energy Investment Management Co., Ltd. (hereinafter referred to as “rongbai management”) and other partners. The target raising scale of investment fund phase 1-1 is RMB 5 billion, and the first phase is RMB 1.25 billion. As a limited partner (LP), the company plans to contribute 640 million yuan with its own funds, accounting for 12.8% of the total contribution of the fund. The specific amount and proportion shall be subject to the final signed partnership agreement and other legal documents.
The investment fund focuses on the upstream industry of lithium cathode materials and battery manufacturing, application and recycling industries. Take the green and low-cost development of electricity for cathode material manufacturing as a breakthrough, invest in new energy technology and equipment system, as well as new energy service industry, form business synergy, innovation synergy and strategic synergy, and build an ecological industrial chain. The investment field has strong synergy with the company’s main business, which is in line with the company’s development strategy.
This transaction involves joint investment with related parties, constitutes a related party transaction, does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and there are no major legal obstacles to the implementation of the transaction. Relevant risk tips:
This transaction has been deliberated and approved by the 11th meeting of the second board of directors of the company. The related directors have avoided voting on relevant proposals, the independent directors have issued independent opinions with consent, and the sponsor has issued verification opinions with consent. This transaction needs to be submitted to the general meeting of shareholders for deliberation. This transaction shall go through the industrial and commercial registration procedures in accordance with the prescribed procedures, and the fund shall be filed and registered with the China Securities Investment Fund Association.
The establishment of the fund has been completed and the partnership agreement has been signed. There is a risk that the investment fund cannot raise enough funds in accordance with the agreement and cannot be successfully established or filed; During the later operation of the fund, the invested projects may be affected by national policies, laws and regulations, industry macro environment, technological development, operation and management of the investment target company, investment project cycle and other factors, and there may be the risk of investment failure and fund loss. 1、 Overview of cooperative investment and related party transactions
（1） Basic information of cooperative investment
On the premise of meeting the company’s daily operating capital needs, ensuring good development of its main business and controllable overall investment risk, the company plans to subscribe 640 million yuan as a limited partner (LP) in order to further accelerate the strategic layout upstream and downstream of the new energy industry chain, enhance industrial synergy, explore and discover new business growth points and improve the company’s sustainable competitiveness, Jointly invested with the related party Beijing rongbai New Energy Investment Management Co., Ltd. (hereinafter referred to as “rongbai management”) and other partners to establish rongbai battery triangle No. 1 equity investment fund partnership (limited partnership) (hereinafter referred to as “industrial investment fund”). The company plans to make a capital contribution of 640 million with its own funds, accounting for 12.8% of the total capital contribution of the fund. The investment fund will mainly invest in lithium battery industry projects, focusing on the growth projects of high-end manufacturing, resource recovery and related upstream and downstream fields related to the lithium battery industry, as well as high-quality projects in the emerging technology field of the lithium battery industry.
The target raising scale of industrial investment fund phase 1-1 is RMB 5 billion. The total subscribed capital for the initial establishment is RMB 1.25 billion, and rongbai management plans to subscribe RMB 10 million as a general partner, accounting for 0.8% of the total subscribed capital (paid in one time); Xiantao hi tech Industry Investment Co., Ltd. (hereinafter referred to as “Xiantao hi tech investment”) plans to subscribe 600 million yuan (paid in one time) as a limited partner, accounting for 48% of the total subscribed capital in the first phase. The company plans to subscribe 640 million yuan (paid in batches and 150 million in the first batch) as a limited partner with its own funds, accounting for 51.20% of the total subscribed capital in the first phase. In addition, the company has signed strategic cooperation agreements with Changjiang Industrial Investment Fund Management Co., Ltd. and Wuhan Hanyang District People’s government respectively. Changjiang Industrial Investment Fund Management Co., Ltd. and Wuhan Hanyang District People’s Government designate investors as limited partners (LP) to participate in the subsequent raising of subscribed industrial investment funds. The specific investment amount and proportion shall be subject to the final signed partnership agreement and other legal documents.
Rongbai management and Shanghai rongbai new energy investment enterprise (limited partnership), the controlling shareholder of the company, are controlled by Bai Houshan, the actual controller. They are the persons acting in concert with the controlling shareholders of the company and constitute the related parties of the company.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. As of this related party transaction, no similar related party transaction has occurred between the company and the above related parties or with other related parties in the past 12 months. Except for this joint investment, the company has no other related party transactions with the above related parties in the past 12 months.
（2） The company has no contingent obligations to other investors, such as guaranteed income, exit guarantee, etc.
（3） Decision making and approval procedures for cooperative investment.
The company held the 11th meeting of the second board of directors and the 8th meeting of the second board of supervisors on March 28, 2022, deliberated and adopted the proposal on participating in the investment and establishment of equity investment funds and related party transactions. The related directors Bai Houshan and Zhang Huiqing avoided voting. The independent directors have issued approval opinions and agreed independent opinions in advance. This transaction needs to be submitted to the general meeting of shareholders for deliberation. After this matter is deliberated and approved by the board of directors, the company will sign the partnership agreement and go through the industrial and commercial registration procedures and the filing and registration procedures of China Securities Investment Fund Association in accordance with the prescribed procedures. 2、 Description of fund manager
（1） Basic information of fund manager
Company name: Beijing rongbai New Energy Investment Management Co., Ltd
Date of establishment: June 10, 2014
Registered capital: 10 million yuan
Enterprise type: other limited liability companies
Address: Room 204, floor 2, unit 2, building 16, courtyard 20, Kechuang 14th Street, Beijing Economic and Technological Development Zone, Beijing
Legal representative: Xu lunqing
Registration number of fund industry association: p1023425
Business scope: project investment; Investment management; Asset management; business management; Economic information consultation. (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not be lost or the minimum income will be promised” ； Enterprises independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of this Municipality.
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shareholder:
Name of shareholder contribution amount (10000 yuan) share proportion
Beijing rongbai Investment Holding Co., Ltd. 900 90%
Gu Yalin 100 10%
Total 1 Tcl Technology Group Corporation(000100) %
Main audited financial data of the latest fiscal year:
Project December 31, 2021
Total assets (10000 yuan) 165321
Net assets (10000 yuan) 971230 yuan
Year 2021
Operating income (10000 yuan) 0
Net profit (10000 yuan) 100.36
As of December 31, 2021, rongbai management directly held 1.96% equity of the company, and the above long-term equity investment was accounted for by cost method. The main profit source of rongbai management is dividend income, and the above financial statements have not been audited by an accounting firm.
（2） Description of related relationship or other interest relationship
Mr. Bai Houshan, the actual controller of the company, indirectly controls rongbai management through Beijing rongbai Investment Holding Co., Ltd. Mr. Zhang Huiqing, the director and deputy general manager of the company, serves as the supervisor of rongbai management, which constitutes a related party of the company.
As of December 31, 2021, rongbai management directly held 1.96% of the equity of the company, served as the general partner and executive partner of the controlling shareholder Shanghai rongbai new energy investment enterprise (limited partnership), and was the fund manager of Zunyi rongbai new energy investment center (limited partnership). 3、 Basic information of fund partners
（1） General partner
Name: Beijing rongbai New Energy Investment Management Co., Ltd
For details, please refer to the “description of fund manager” above
（2） Limited partners
1. Name: Xiantao high tech Industry Investment Co., Ltd
Date of establishment: January 7, 2016
Registered capital: 1963 million yuan
Enterprise type: limited liability company (state-owned holding)
Address: Xiantao Avenue, Ganhe office, Xiantao City
Legal representative: Sun Fengbo
Business scope: investment and consulting services in high-tech industries, strategic emerging industries, science and technology growing enterprises and related supporting and service fields; Urban infrastructure construction and urbanization construction; New rural construction; Industrial park development, construction and operation; Development and operation of real estate and industrial plants; Logistics services; Warehousing services; Rental and sale of plant; Advertising agency production and installation services. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
2. Name: Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Unified social credit Code: 9133028136800928l
Type: joint stock limited company (Sino foreign joint venture, listed)
Address: No. 39, tanjialing East Road, Yuyao City, Zhejiang Province
Legal representative: Bai Houshan
Registered capital: 448095800 yuan
Date of establishment: September 18, 2014
Business scope: R & D, manufacturing and processing of lithium battery materials, lithium batteries and accessories; R & D and manufacturing of power battery; Import and export of self operated and agent goods and technologies, except those restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) except for rongbai management, Xiantao hi tech investment has no affiliated relationship or other interest relationship with the company.
In addition, if the subsequent Yangtze River Industrial Investment Fund and Hanyang District government designate the investor to participate in the subsequent raising of the subscription industrial investment fund as a limited partner (LP), the company will disclose it separately in accordance with the relevant information disclosure requirements. 4、 Basic information of investment fund
（1） Basic information of investment fund
1. Name: rongbai battery triangle No. 1 equity investment fund partnership (limited partnership) (tentative name, subject to the name finally approved and registered by the market supervision and administration authority)
2. Fund scale and partner contribution
The total target subscribed capital contribution of the partnership is RMB 5 billion, which shall be subscribed and actually paid by all partners and / or subsequent raising partners, and can be raised through one or more deliveries in accordance with the provisions of the partnership agreement. The total amount of capital contribution to be paid in by the general partner is RMB 1.2 billion, accounting for 0.5% of the total amount subscribed by the general partner; Xiantao hi tech Industry Investment Co., Ltd. plans to subscribe 600 million yuan as a limited partner (paid in one time), accounting for 48% of the total subscribed capital in the first phase; As a limited partner, the company plans to make a capital contribution of 640 million yuan with its own funds (paid in batches and 150 million in the first phase), accounting for 51.20% of the total subscribed capital in the first phase. The specific amount and proportion shall be subject to the final signed partnership agreement and other legal documents.
3. Duration
The operation period of the partnership is 8 years, including 5 years of investment period and 3 years of withdrawal period. With the consent of the general partner, the business term of the partnership can be extended for one year, and with the proposal of the general partner and the resolution of the partners’ meeting, the business term of the partnership can be extended for another year.
4. Investment area
It mainly invests in lithium battery industry projects, focusing on the growth projects in high-end manufacturing, resource recovery and related upstream and downstream fields related to lithium battery industry, as well as high-quality projects in emerging technology fields of lithium battery industry.
5. Exit mechanism
The withdrawal mode of partnership investment shall be realized by listing, transfer, liquidation or other ways in accordance with laws and regulations according to the actual situation.
（2） Management mode of investment fund
1. Management and decision-making mechanism
The fund manager shall establish an investment decision-making committee to make investment decisions on the investment of all projects of the fund and the withdrawal of investment targets. There are 3 members in the investment decision-making committee, and the members of the investment decision-making committee are appointed by rongbai management. Any resolution made must be approved by more than 2 / 3 of the members with voting rights on the matters discussed. The partnership is not required to pay any remuneration to the members of the investment decision-making committee.
2. Management fee
The management fee payable to the limited partner from the date of the first investment to the date of the termination of the limited partner shall be calculated as the management fee of the limited partner from the date of the first investment, and the management fee shall be calculated as follows: 2%; Withdrawal period
