Securities code: Guangdong Dowstone Technology Co.Ltd(300409) securities abbreviation: Guangdong Dowstone Technology Co.Ltd(300409) Announcement No.: 2022034 Guangdong Dowstone Technology Co.Ltd(300409)
Announcement on the signing of carbon material project investment contract between the subsidiary Griffin and the Management Committee of Lanzhou New Area
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. Special tips:
1. Various uncertain factors will be faced in the process of project construction, resulting in great uncertainty whether the project can be completed within the expected time.
2. The investment amount of the project is large. The investment plan and time of the phase II project will depend on the actual operation and development of the company, the capital status, the development trend of the industry and the capacity utilization rate and sales volume of the phase I project. There is still uncertainty about the investment amount and whether the raised funds can be in place on time, and there are some risks such as fund-raising and credit policy changes.
3. The investment of this project is based on the needs of the company's strategic development and the judgment of the market prospect of the industry. However, there are certain uncertainties in the development trend of the industry and the changes of market conditions, so there are certain uncertainties in the future operating benefits.
4. It is expected that the project will not have a significant impact on the company's operating performance in the short term. 1、 Overview of foreign investment
(I) investment background and basic information
Foshan Griffin new energy Co., Ltd. (hereinafter referred to as Griffin), a subsidiary of Guangdong Dowstone Technology Co.Ltd(300409) (hereinafter referred to as the "company" or " Guangdong Dowstone Technology Co.Ltd(300409) "), is the operation platform of the company's carbon materials business segment. Its main products are graphene conductive agent and carbon nanotube conductive agent. It has a complete conductive agent supply chain and R & D system covering catalyst, carbon nanotube powder, high-purity powder, conductive slurry, NMP recovery and so on, The quality of the product system is leading. Griffin has realized the mass production of the first to fourth generation of carbon nanotube products. At present, it has built 40000 tons of slurry and related supporting capacity, and is the first enterprise in China to realize the mass production and large-scale application of the fourth generation of oligowall tube products. Its fifth generation of single wall tube products have also completed the preparation of laboratory samples.
Single wall carbon nanotubes have excellent conductivity, high aspect ratio, high flexibility and other technical characteristics. Under the condition of low addition (the lowest can be up to 0.05%), they can form a network inside the negative electrode material, cover the surface of silicon particles, and establish a highly conductive and lasting connection between silicon particles, which can significantly improve the problem of silicon carbon negative electrode particle pulverization caused by the significant change of silicon volume during charge and discharge, Thus, the cycle life of lithium battery can be significantly prolonged, which is the core material necessary for the large-scale application of silicon carbon anode. Based on the accumulation and precipitation of relevant technologies, Griffin actively laid out the next generation of high-capacity silicon carbon anode and extended the carbon material business product line to silicon carbon anode materials.
Based on the obvious industrial cluster effect of new materials and new energy energy storage batteries in Lanzhou New Area and good regional location and supporting facilities, in order to grasp the opportunities of industry development and promote the realization of the company's strategic planning and business objectives, the company plans to sign the carbon material project contract with the management Committee of Lanzhou New Area in combination with the development trend of cathode material technology and the company's development strategic planning, Griffin (including but not limited to Griffin's affiliates) plans to set up a new holding subsidiary in Lanzhou new area to invest in the construction of "an annual output of 5000 tons of carbon nanotube powder, 30000 tons of carbon nanotube slurry (including relevant industrial chain supporting) and 150000 tons of silicon carbon, graphite negative electrode materials and graphitization processing and production projects", Among them, the annual output of 5000 tons of carbon nanotube powder corresponds to the company's carbon material bases, which will add 100000 tons of slurry capacity based on the existing 100000 tons of slurry capacity planning. After the completion of the project, Lanzhou base will become China's most important integrated R & D and production base of carbon nanotube conductive agent and the most technologically advanced integrated R & D and production base of silicon carbon negative electrode materials, and will greatly expand the development space of Griffin carbon materials. The total planned investment of the project is RMB 6 billion, of which the investment in fixed assets is RMB 5.18 billion. The project is divided into two phases, of which the planned construction investment of phase I is RMB 1.895 billion and the planned construction investment of phase II is RMB 3.285 billion. The construction investment funds of phase I project mainly come from self raised funds and government supported bank loans.
(II) internal review
On April 10, 2022, the company held the 6th meeting of the 5th board of directors in 2022 and the 5th meeting of the 5th board of supervisors in 2022, deliberated and adopted the proposal on signing the investment contract of carbon material project between the subsidiary Griffin and the Management Committee of Lanzhou New Area, and agreed to sign the contract of carbon material project between the company and the Management Committee of Lanzhou New Area. The independent directors expressed their independent opinions and believed that the signing of the carbon material project investment contract between Griffin and the Management Committee of Lanzhou new area is conducive to the company's enrichment of product types, significant reduction of production costs, improvement of product gross profit margin, improvement of market competitiveness, in line with the company's strategic development plan, the deliberation procedures of the matters are in line with the provisions of relevant laws and regulations and the articles of association, and in line with the interests of all shareholders and the company.
The signing of the carbon material project contract between Griffin and the Management Committee of Lanzhou new area needs to be submitted to the general meeting of shareholders for deliberation.
(III) whether it constitutes a connected transaction
This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of counterparty
1. Name: Lanzhou New Area Management Committee
2. Address: Building 1, Zhongchuan business center, 1688 Huanghe Avenue, Lanzhou New Area
3. Type: local government agency
4. Legal representative: Li Dongxin
5. Unified social credit Code: 1162 Shanxi Fenghuo Electronics Co.Ltd(000561) 12040h
6. Description of association relationship: there is no association relationship with the listed company
7. Description of similar transactions: the company has not had similar transactions with counterparties in the past three years.
8. The Management Committee of Lanzhou new area is a local government organization, not a dishonest executee, with good reputation and good performance ability. 3、 Main contents of the contract
Party A: Lanzhou New Area Management Committee
Party B: Foshan Griffin new energy Co., Ltd. (hereinafter referred to as "Griffin")
1. Project name
An annual output of 5000 tons of carbon nanotube powder, 30000 tons of carbon nanotube slurry (including relevant industrial chain supporting), 150000 tons of silicon carbon and graphite negative electrode materials and graphitization processing and production projects.
2. Project company
Griffin (including but not limited to Griffin's related parties) will set up a new holding subsidiary in Lanzhou New Area.
3. Project overview
(1) The total planned investment of the project is 6 billion yuan, of which the investment in fixed assets is 5.18 billion yuan.
(2) Project construction content: an annual output of 5000 tons of carbon nanotube powder, 30000 tons of carbon nanotube slurry (including relevant industrial chain supporting), 150000 tons of silicon carbon and graphite negative electrode materials and graphitization processing and production project.
4. Project schedule
(1) The project is designed and constructed in accordance with relevant national, provincial, municipal and Lanzhou New Area specifications and standards to ensure advanced technology, meet quality, fire protection, environmental protection, energy conservation, safety and other standards, and ensure construction safety; The construction of the project is promoted according to the pilot scheme of "commitment system" in Lanzhou New Area.
(2) The project is divided into two phases: the first phase is planned to build 70000 tons of graphite cathode materials (including 100000 tons of graphitization processing), with a planned construction investment of 1.895 billion yuan. It is planned to start at the end of May 2022, and the planned construction period is 16 months (excluding the 3-month winter break); The construction scale of phase II is planned to be 50000 tons of silicon carbon cathode material (including 50000 tons of graphitization processing), 5000 tons of carbon nanotube powder, 5000 tons of carbon nanotube purification, 5000 tons of carbon nanotube high-temperature purification and 30000 tons of carbon nanotube slurry. The construction investment is planned to be 3.285 billion yuan. It is planned to start at the end of January 2024, and the construction period is planned to be 14 months (excluding the three-month winter break period).
(3) If the project cannot be constructed or put into operation due to objective factors such as market changes, Party B's new company shall issue a written explanation to Party A. with the consent of Party A, Party B's new company can change the construction content or construction progress of the project.
5. Rights and obligations of Party A
(1) Party A has the right to review and verify the capital availability and investment intensity of the total investment of the project. Supervise the construction progress and investment amount of the project at any time. If it is not carried out as planned, it has the right to require Party B to set up a new company for rectification within a limited time.
(2) The land for the construction project provided by Party A to Party B's newly established company shall be "seven supplies and one leveling", that is, on the flat ground, the water supply, drainage, power supply (public power supply line), communication, road, gas and heat arrive at the boundary of the project land. In addition to the land transfer fee, the relevant expenses of "seven supplies and one leveling" shall be borne by Party A.
(3) Economic Contribution Award
Reward Party B for the economic contribution of the new area of the newly established company. It shall be implemented in accordance with Article 10 of the new area industrial development support and reward policy (Revised) (xzf [2019] No. 1).
(4) Energy guarantee
Party A shall ensure timely and sufficient supply according to the energy demand of the project, and shall not cut off or reduce supply due to policy adjustment, energy consumption indicators and other factors, or require shutdown or production restriction (except for national mandatory requirements).
6. Rights and obligations of Party B
(1) Party B shall register and establish a limited liability company with the status of enterprise legal person in Lanzhou New Area within 15 working days from the date of signing and taking effect of this contract, and be responsible for the implementation of the investment projects agreed in this contract. The registered capital of Party B's newly established company shall not be less than 10% of the fixed asset investment of the investment project agreed in this contract.
(2) If the project meets the conditions specified in relevant policies of the state, Gansu Province and Lanzhou City, it can apply for relevant support policies. The financial incentive funds enjoyed by Party B's newly established company can only be used for the project construction and operation of Lanzhou New Area, and shall not be privately occupied, transferred or misappropriated. 4、 Purpose of this investment and its impact on the company
According to the consensus, the global market penetration of lithium battery is expected to reach 18000 tons in 2025, which is expected to maintain the global market penetration of lithium battery.
Lanzhou new area seizes major opportunities such as the "double carbon" goal, opens up a new track for industrial development, and focuses on building a production base of new materials and new energy energy storage batteries in the West. The industrial cluster effect is obvious and has strong synergy with the company's carbon material business, which is conducive to further improving the company's business efficiency and market competitiveness. Moreover, Lanzhou New Area has obvious regional advantages. It is located in Qinwangchuan basin in the north of Lanzhou and in the middle of the symbiotic belt of three provincial capitals. It is a comprehensive transportation hub planned and constructed by the state, occupies an important geographical position, and is also an important window and door for exchanges with China and the world. It has perfect supporting infrastructure, R & D base for scientific and technological innovation and a fully functional development platform, It will provide a good external environment for the development of the project.
As the operation platform of the company's carbon materials business segment, in order to seize the opportunity of industry development and promote the realization of the company's strategic planning and business objectives, the company actively expands its production and plans to build a new production line with an annual output of 5000 tons of carbon nanotube powder and 30000 tons of carbon nanotube slurry in Lanzhou (including relevant industrial chain supporting facilities), so as to realize the supply chain integration of carbon nanotube powder and slurry in the same region, reduce costs and improve production efficiency, Enhance market competitiveness.
Negative electrode material is one of the four key materials of lithium battery. It plays the role of energy storage and release in lithium battery, and mainly affects the first efficiency, cycle performance and magnification of lithium battery. Common lithium negative electrodes can be divided into carbon materials and non-carbon materials. Graphite negative electrode material belongs to carbon material, which is the most widely used negative electrode material; The new negative electrode material represented by silicon is a non-carbon material. The theoretical specific capacity of silicon material is more than 10 times that of graphite. It is considered as the negative electrode material with the best performance at present and represents the future development direction of the industry. However, the volume of silicon carbon negative electrode will expand greatly (more than 200%) in the process of charge and discharge, Source: Sinolink Securities Co.Ltd(600109) "Research Report on Guangdong Dowstone Technology Co.Ltd(300409) : straightening out governance, CNT and ternary precursor business facing explosion", 2022
Single wall carbon nanotube can fundamentally solve the above problems faced by silicon carbon anode by virtue of its technical characteristics, and the thinner the pipe diameter and longer the length of carbon nanotube have better conductivity. Adding the conductive agent of single wall carbon nanotube with better conductivity to the silicon-based anode will significantly improve its conductivity, and the single wall carbon nanotube technology will be applied to the industrialization of silicon carbon anode, It has greatly expanded the application field of carbon nanotubes. The company will form differentiated silicon carbon cathode products. Silicon carbon cathode materials have broad market development space and prospects.
Griffin has a leading product system in the field of carbon materials. It has achieved mass production of the first to fourth generations of carbon nanotube products, and is one of the first enterprises in China to achieve mass production of the fourth generation of oligowall tube products. Its fifth generation of single wall tube products have also completed laboratory sample preparation; At the same time, Griffin has a multi-level and strong R & D team to support continuous technological innovation, has fully independent equipment R & D and design ability, has built a leading testing center and performance testing platform, and has reserved corresponding technologies and personnel; In combination with the development trend of negative electrode material technology and the company's development strategic planning, the company plans to build a "layout of 150000 tons of silicon carbon, graphite negative electrode materials and graphitization in Lanzhou New Area, and aims to extend the relevant product line to silicon carbon negative polarization processing and production project with the help of Griffin's R & D accumulation in carbon materials".
Relying on the regional advantages and industrial cluster advantages of Lanzhou New Area, based on the integrated layout of carbon nanotube powder and slurry, and with the help of Griffin's R & D accumulation in carbon materials, the product line will be extended. After the completion of Griffin carbon materials project, it will help the company enrich product types, greatly reduce production costs, improve product gross profit margin and enhance market competitiveness.
This investment will not have a significant impact on the company's financial status and operating results in the short term. In the long term, it is conducive to the expansion of the company's carbon material market and the realization of strategic objectives, and there is no damage to the interests of listed companies and shareholders. The signing of this investment agreement will not affect the business independence of the listed company. 5、 Risk tips
1. Various uncertain factors will be faced in the process of project construction, resulting in the commencement, completion and completion of the project
