Securities code: Tongling Nonferrous Metals Group Co.Ltd(000630) securities abbreviation: Tongling Nonferrous Metals Group Co.Ltd(000630) Announcement No.: 2022015 Tongling Nonferrous Metals Group Co.Ltd(000630) announcement on the signing of investment agreement and supplementary agreement for electronic copper foil project with an annual output of 20000 tons by Tongling Copper foil, a subordinate company
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.
1、 Transaction overview
（1） Basic information of transaction
In order to accelerate the implementation of the 14th five year plan of Tongling Nonferrous Metals Group Co.Ltd(000630) (hereinafter referred to as “the company”), improve the scale of copper foil industry and improve market competitiveness, the company plans to expand the 20000 ton electronic copper foil project in Tongling. The main body of the project is Tongling Nonferrous Metals Group Co.Ltd(000630) Tongguan copper foil Co., Ltd., a wholly-owned subsidiary of Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as “Tongling Copper Foil”). At the same time, Tongling Copper foil, Tongling Municipal People’s government and Tongling Economic and Technological Development Zone Management Committee signed the investment agreement and supplementary agreement for the electronic copper foil project with an annual output of 20000 tons in Tongling City, Anhui Province on April 13, 2022. The total investment of the project is about 1.7 billion yuan. It is constructed in two phases, each of which forms an electronic copper foil production capacity of 10000 tons / year. The first phase of the project is planned to start in 2022; The specific construction plan and time of phase II project are to be determined, which shall be subject to the project implementation plan. The project will be wholly invested by Tongling Copper foil. The company will pay close attention to the follow-up progress of the project and fulfill the corresponding decision-making procedures and information disclosure obligations.
（2） Deliberations of the board of directors
On April 12, 2022, the company held the 23rd Meeting of the 9th board of directors, which deliberated and approved the proposal of the company on the signing of investment agreement and supplementary agreement for electronic copper foil project with an annual output of 20000 tons by Tongling Copper foil, a subordinate company. The board of directors agreed to authorize the chairman of the company and his authorized persons to sign agreements, contracts and other documents related to the project, and authorize the chairman of the company and his authorized persons to be responsible for the implementation of specific matters of the project.
（3） Approval procedures to be performed
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and so on, this transaction does not need to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. This transaction does not constitute a related party transaction, does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of the counterparty of the investment agreement
1. Name of the other party: Tongling Municipal People’s Government
Nature of the other party: local government institutions
Affiliated relationship: there is no affiliated relationship between Tongling Municipal People’s government and the company
2. Name of the other party: Tongling Economic and Technological Development Zone Management Committee
Nature of the other party: local government institutions
Relationship: there is no relationship between the Management Committee of Tongling Economic and Technological Development Zone and the company
3、 Main contents of investment agreement and supplementary agreement
(I) agreement subject
Party A: Tongling Municipal People’s Government
Party B: Tongling Economic and Technological Development Zone Management Committee
Party C: Tongling Nonferrous Metals Group Co.Ltd(000630) Tongguan copper foil Co., Ltd
(II) main contents of the agreement
1. Project overview
(1) The total investment of the project is about 1.7 billion yuan, which is constructed in two phases. The first phase is planned to start in 2022. The reserved land for expansion in the plant area will be used to build a plant with an area of about 23000 square meters, and 42 sets of equipment will be added. It will be completed and put into operation before January 2024, forming a 10000 t / a capacity of electronic copper foil for lithium-ion batteries; Phase II plans to transfer about 40 mu of industrial land use right of Tongguan machinery and increase the production capacity of electronic copper foil by 10000 tons / year. The specific construction plan and time are to be determined.
(2) Party A and Party B agree that Party C uses the reserved land in the existing plant area and the transferred industrial land of about 40 mu of Tongguan machinery as the construction land of the project.
2. Project land
(1) The project land is owned by Party C and Tongguan machinery. Party C shall handle the land transfer procedures in accordance with the national regulations, and Party A and Party B shall assist in handling the land transfer procedures.
(2) Party C’s planning and construction within the scope of the transferred land shall meet the planning and construction requirements of the planning and Construction Department of the economic development zone.
3. Special agreement
(1) This contract shall be terminated if Party C reduces its registered capital or cancels the company without the written consent of Party B.
(2) If Party C violates the construction period and progress agreed in the contract, Party B can urge. If there is still no progress after the urging, Party B has the right to cancel the preferential policies given to Party C.
(3) If Party C changes the nature of the project or land use without authorization, Party B and relevant departments have the right to terminate this contract and require Party C to make economic compensation.
(4) If Party C causes idle land, it shall dispose of it in accordance with the relevant provisions of the measures for the disposal of idle land, and will no longer enjoy the preferential policies and treatment given by Party B. If Party C transfers the project without Party B’s consent, Party B has the right to terminate the contract.
4. Supportive policies
Party A and Party B give Party C various support policies, including but not limited to infrastructure construction subsidies, equipment investment incentives, strategic emerging industry fund support and taxes.
5. Effectiveness of the agreement
This Agreement shall come into force after being sealed by three parties and signed by legal representatives (or entrusted agents).
4、 Impact on Listed Companies
1. The project conforms to the company’s industrial layout and strategic planning, which is conducive to improving the company’s market share, increasing the market share of copper foil for lithium-ion battery, and enhancing the company’s market competitiveness and sustainable development ability. This investment is in line with the company’s development strategy and the interests of all shareholders, and will create a new profit growth point for the company.
2. The signing of this investment agreement is not expected to have a significant impact on the company’s operating income and net profit in the short term. The impact of this investment on the company’s long-term income mainly depends on the implementation of the specific investment scheme, the development of the industry market and the implementation of the government’s industrial support policies.
5、 Existing risks
1. The implementation of the project involved in this investment agreement still needs to go through the pre-approval procedures such as project approval and filing of relevant competent government departments and environmental assessment approval. In case of national or local policy adjustment, project approval and other implementation procedures and conditions change, the project implementation may have the risk of change, extension, suspension or termination.
2. In case of sudden factors such as force majeure, other unpredictable reasons and uncertain factors such as policy adjustment during the implementation of the investment project, especially in the current environment of repeated epidemic situations outside China, there is uncertainty in the construction progress and later implementation of the project.
3. The signing of this investment agreement is not expected to have a significant impact on the current operating performance and financial status of the company, and the impact on the long-term development of the company depends on the subsequent promotion and implementation.
4. The project investment and construction scale and construction progress mentioned in this investment agreement are planned or estimated, and there are certain uncertainties. The specific implementation of the project shall prevail.
6、 Documents for future reference
1. Resolutions of the 23rd session of the ninth board of directors;
2. Project investment agreement;
3. Project supplementary agreement.
It is hereby announced
Tongling Nonferrous Metals Group Co.Ltd(000630) board of directors April 13, 2022
