Securities code: 000902 securities abbreviation: Xinyangfeng Agricultural Technology Co.Ltd(000902) No.: 2022-006 bond Code: 127031 bond abbreviation: Yangfeng convertible bond
Xinyangfeng Agricultural Technology Co.Ltd(000902)
Announcement on signing the strategic cooperation framework agreement on the integration of phosphorus resources chemical new energy materials industry chain with Gem Co.Ltd(002340)
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. The strategic cooperation agreement signed with Gem Co.Ltd(002340) is a framework agreement, and the specific cooperation matters will be subject to the separately signed agreement.
2. This is a strategic framework document for cooperation between the two sides, which does not involve a specific amount and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The signing of this Agreement does not have a significant impact on the company's short-term financial status and operating results.
3. The cooperation agreement signed this time 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.
On January 10, 2022, Xinyangfeng Agricultural Technology Co.Ltd(000902) (hereinafter referred to as "company" or "party a") and Gem Co.Ltd(002340) (hereinafter referred to as " Gem Co.Ltd(002340) " or "Party B") signed the strategic cooperation framework agreement on the integration of phosphorus resources and chemical new energy industry chain. The two sides combined advantageous resources and jointly invested in the "phosphorus resources - iron phosphate" new phosphorus chemical new energy material industry chain, Build a global competitive whole industry chain of new phosphorus chemical new energy materials of "phosphorus chemical resources - lithium iron phosphate material manufacturing - power battery recycling and reuse".
This agreement is a framework agreement and does not involve specific transaction amount. The signing of this Agreement does not involve related party transactions, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. According to the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, normative documents, articles of association and other relevant provisions, this item does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation.
1、 Basic information of partners
(I) Company Name: Gem Co.Ltd(002340)
(II) unified social credit Code: 914403007341643035
(III) registered capital: 4783.522257 million yuan
(IV) company type: joint stock limited company (listed)
(V) registered address: No. 2008 (VI), 20 / F, building a, Rongchao Binhai building, haixiu Road, Bao'an Central District, Bao'an District, Shenzhen legal representative: Xu Kaihua
(VII) date of establishment: December 28, 2001
(VIII) business scope: general business items: research and development of secondary resource recycling technology; Research and development of eco-environmental materials, new energy materials, ultra-fine powder materials, optoelectromechanical precision analytical instruments and cycle technology, as well as high-tech consulting and services; Investment and establishment of industries (specific projects will be reported separately): China Trade (excluding exclusive, specially controlled and exclusive commodities); Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining licenses); Ordinary freight (excluding dangerous goods, which shall be operated with the road transportation operation license); Production and sales of ultrafine nickel powder and ultrafine cobalt powder and collection and temporary storage of waste batteries (operated by branches). Production and sales of plastic wood profiles and copper alloy products and waste circuit board treatment (operated by branches); Recycling, disposal and sales of waste metal, battery factory waste, waste electronic products, waste household appliances, waste electromechanical equipment and its parts, waste papermaking raw materials, waste light chemical raw materials and waste glass (the above business items are operated by branches); Collection, storage and disposal of waste vehicle power batteries (the above business items are operated by branches).
(IX) description of related relationship: Gem Co.Ltd(002340) has no related relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers.
(x) Gem Co.Ltd(002340) is in good operating and financial condition, with good reputation and performance ability. Upon inquiry, Gem Co.Ltd(002340) does not belong to the dishonest executee.
2、 Main contents of strategic cooperation framework agreement
Party A: Xinyangfeng Agricultural Technology Co.Ltd(000902)
Party B: Gem Co.Ltd(002340)
(I) cooperation mode
As long-term business strategic partners, the two sides take "deep mutual trust, deep cooperation, common growth, mutual benefit and win-win" as the principle, in order to give full play to their respective advantages in the industrial chain of "phosphorus chemical resources - lithium iron phosphate material manufacturing", and gather capital to develop the industrial chain of "phosphorus resources - iron phosphate - lithium iron phosphate" new energy materials, Lead the healthy and sustainable development of lithium battery material industry, promote the core of Cooperative industrial chain and maximize the strategic interests of all parties. Through friendly negotiation, the two sides decided to establish a comprehensive strategic cooperation relationship in the fields of capacity optimization and layout, product R & D and upgrading, industrialization transformation and industrial investment of new energy material industry.
1. In view of the changes in the global competition pattern, the two sides are strategic partners and strategic investors to each other, actively seek to reduce the manufacturing cost of the industrial chain link, combine their own advantageous resources, release their maximum preferences (including providing the most competitive price advantage according to the market-oriented principle) according to the global competition pattern, and ensure the competitiveness of the industrial chain cost in the world. 2. Party A focuses on the development and development of "phosphorus resources - iron phosphate", and actively invests in lithium iron phosphate materials led by Party B according to needs.
3. Party B focuses on developing the recycling of lithium iron phosphate materials and lithium iron phosphate power batteries, and actively invests in the "phosphorus resources - iron phosphate" industry led by Party A as needed.
4. According to the needs of future development, the two sides actively explore the cooperation of joint investment in establishing power battery recycling plants or other new energy fields around the world to ensure the demand for green supply in the global industrial chain.
5. Party A and Party B may designate specific implementation subjects to implement the cooperation projects agreed in this framework agreement. Party A appoints its wholly-owned subsidiary Yangfeng Chuyuan New Energy Technology Co., Ltd. as the implementation subject; Party B designates Gem Co.Ltd(002340) (Hubei) new energy materials Co., Ltd. under its control as the implementation subject.
(II) industrial investment mode
From 2022, within two years, the two sides will work together to focus on building the basic production capacity of "phosphorus resources, iron phosphate and lithium iron phosphate", quickly build the basic scale of the industrial chain with global competitiveness, and meet the basic needs of the industrial chain.
1. Party A takes the lead in developing phosphorus resources and investing in the construction of iron phosphate materials with an annual output of no less than 150000 tons and supporting phosphoric acid basic chemicals. In the iron phosphate project led by Party A, both parties agree that Party B shall subscribe for 35% of the registered capital of the iron phosphate project company and invest the registered capital according to the subscription proportion.
2. Party B takes the lead in developing the downstream market, developing the manufacturing technology of lithium iron phosphate, and building lithium iron phosphate materials with an annual output of no less than 100000 tons.
In the lithium iron phosphate project led by Party B, both parties agree that Party A shall subscribe for 35% of the registered capital of the lithium iron phosphate project company or participate in the capital increase and share expansion of Party B with the equivalent capital invested by Party B in Item 1. The specific amount shall be negotiated by all parties according to the needs of the project at that time.
(III) R & D cooperation mode
The two sides jointly strengthen cooperation in the fields of talent training, new product development, application research, industrialization transformation and platform (subject) application, jointly release the advantages of technological innovation and R & D innovation platform, actively promote the sharing and deep integration of industrial chain technology platforms, and promote the global leading technological competitiveness of industrial chain.
(IV) other agreements
1. This strategic cooperation framework agreement serves as a framework agreement of cooperation intention between both parties. The specific cooperation implementation shall be subject to the formal investment cooperation agreement signed in accordance with this strategic cooperation framework agreement.
2. The cooperation between the two parties under this strategic cooperation framework agreement shall not affect their search for other partners in the same or broader fields, and either party shall respect the interests and reputation of the other party under this strategic cooperation framework agreement when cooperating with other partners.
3. Both parties shall keep confidential the contents of this strategic cooperation framework agreement and all related matters. Without the consent of the other party, neither party shall disclose it in any written or non written form, nor disclose it to any third party. If either party violates it, the breaching party shall compensate the observant party for its losses. If the regulatory authorities require both parties to disclose this strategic cooperation framework agreement, both parties shall consult together to ensure the consistency of the disclosed text.
4. All parties to this strategic cooperation framework agreement shall be exempted from liability if the terms under this strategic cooperation framework agreement cannot be fulfilled due to force majeure, i.e. unforeseeable, unavoidable and insurmountable objective conditions.
5. This strategic cooperation framework agreement and its annexes are made in quadruplicate, which shall come into force after being sealed by both parties. Each party holds two copies, which have the same legal effect. This strategic cooperation framework agreement shall come into force after being sealed by both parties. The cooperation period shall be subject to the specific project investment cooperation agreement signed by the project implementation subject designated by both parties. After the signing of this strategic cooperation framework agreement, both parties will begin to negotiate relevant terms of investment cooperation on iron phosphate or lithium iron phosphate projects, reach an agreement and start the project construction as soon as possible. If both parties fail to sign a specific investment cooperation agreement for the investment cooperation of any project within 6 months after the signing of this strategic cooperation framework agreement, this strategic cooperation framework agreement will be automatically terminated.
6. Any dispute arising from this strategic cooperation framework agreement shall be settled by both parties through negotiation first. If the negotiation fails, either party may bring a lawsuit to the people's Court of Dongbao District, Jingmen City.
3、 Impact on the company and risk tips
(I) impact on the company
Gem Co.Ltd(002340) is the initiator of the industrial concept of "limited resources and unlimited circulation" and the pioneer of urban mining in China. Over the past 20 years, Gem Co.Ltd(002340) has practiced the goal of carbon peaking and carbon neutralization by mining urban mines and developing new energy materials, establishing a resource recycling model and a clean energy material model, and has become a core enterprise in the world in the recycling of resources such as nickel, cobalt and lithium, the recycling of power batteries, the manufacture of ternary precursors and cobalt trioxide materials, Gem Co.Ltd(002340) core products high nickel ternary precursor and cobalt trioxide are the representatives of high-quality products in the world and the world's advanced green low-carbon enterprise.
As a long-term business strategic partner, the company and Gem Co.Ltd(002340) signed a strategic cooperation agreement on the principle of "deep mutual trust, deep cooperation, common growth, mutual benefit and win-win", aiming to give full play to their respective advantages in the industrial chain of "phosphorus chemical resources - lithium iron phosphate material manufacturing" and jointly develop the industrial chain of "phosphorus resources - iron phosphate - lithium iron phosphate" new energy materials, Lead the healthy and sustainable development of lithium battery material industry and promote the core of Cooperative industrial chain. It will not only help the company make full use of the leading advantages of the phosphorus chemical industry, enrich the product layout of the phosphorus chemical industry chain, seize the development opportunities of the new energy market and meet the growing demand for new energy materials at home and abroad, but also expand the company's business scale in the phosphorus chemical industry chain, improve market competitiveness, consolidate the company's leading advantages in the phosphorus chemical industry and improve profitability, In line with the company's overall development strategy.
(II) possible risks
1. The strategic cooperation agreement signed this time is a framework agreement, and the specific cooperation of the agreement will be further clarified in the formal cooperation agreement signed by both parties, which is still uncertain;
2. The company will timely perform its follow-up information disclosure obligations in strict accordance with the Listing Rules of Shenzhen Stock Exchange and other laws and regulations. Please pay attention to investment risks and invest rationally.
4、 Documents for future reference
(I) " Gem Co.Ltd(002340) - Xinyangfeng Agricultural Technology Co.Ltd(000902) " strategic cooperation framework agreement on the integration of phosphorus resources, chemical industry and new energy industry chain. It is hereby announced.
Xinyangfeng Agricultural Technology Co.Ltd(000902) board of directors
January 10, 2022
