Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-001 Gem Co.Ltd(002340)
Announcement on signing the strategic cooperation framework agreement on the integration of phosphorus resources chemical new energy materials industry chain with Xinyangfeng Agricultural Technology Co.Ltd(000902)
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 framework agreement signed this time is a framework agreement on the cooperation willingness and basic principles of both parties. There is still uncertainty in the specific implementation process. The board of directors of the company will actively pay attention to the progress of the matter and fulfill the obligation of information disclosure in time. Please make careful decisions and pay attention to investment risks.
2. The signing of this agreement will not have a significant impact on the company’s financial status and operating performance this year.
1、 Overview
With the rapid development of the global new energy industry and the change of the competition pattern, focusing on the market driving force of “carbon peaking and carbon neutralization” and practicing the concept of “ecological priority and green development”, we will continue to build a leading enterprise image of “green, circular and low-carbon”, Combine the advantages of Gem Co.Ltd(002340) (hereinafter referred to as “company” Gem Co.Ltd(002340) “or” Party B “) and Xinyangfeng Agricultural Technology Co.Ltd(000902) (hereinafter referred to as” Xinyangfeng Agricultural Technology Co.Ltd(000902) “or” party a “) in phosphorus chemical resources, material manufacturing and power battery market to enhance the global industry influence and global core competitiveness of Gem Co.Ltd(002340) and Xinyangfeng Agricultural Technology Co.Ltd(000902) . On January 10, 2022, Gem Co.Ltd(002340) and Xinyangfeng Agricultural Technology Co.Ltd(000902) signed the strategic cooperation framework agreement on the integration of phosphorus resource chemical new energy material industry chain (hereinafter referred to as the “strategic cooperation framework agreement”) through friendly negotiation. Gem Co.Ltd(002340) and Xinyangfeng Agricultural Technology Co.Ltd(000902) decided to combine the advantageous resources of both sides and jointly invest in the “phosphorus resource 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”. According to the strategic cooperation framework agreement, within two years from 2022, Party A will take the lead in the development of phosphorus resources and lead the investment in the construction of no less than 150000 tons of iron phosphate materials and supporting phosphoric acid basic chemicals; 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.
According to the articles of association and other relevant provisions, the strategic cooperation framework agreement signed by the company does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval. The signing of the strategic cooperation framework agreement does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. The company will timely perform the obligation of information disclosure according to the subsequent actual progress.
2、 Introduction to partners
Company name: Xinyangfeng Agricultural Technology Co.Ltd(000902)
Legal representative: Yang Caixue
Registered capital: 1304.52929 million yuan
Date of establishment: October 20, 1986
Registered address: No. 7, Yueyue Hubei Road, Jingmen City, Hubei Province
Business scope: production and sales of ammonium phosphate, phosphate fertilizer, compound (compound) fertilizer, organic-inorganic compound fertilizer, organic fertilizer, bio organic fertilizer, microbial fertilizer, potassium sulfate, mixed fertilizer, stable fertilizer, slow-release fertilizer, controlled-release fertilizer, water-soluble fertilizer, urea formaldehyde slow-release fertilizer, chemical raw materials and products (excluding hazardous chemicals and other special provisions), Production and sales of soil conditioner, oyster shell derivatives, seaweed extract and chemical fertilizer containing seaweed extract (excluding dangerous chemicals and other special provisions), chlor alkali production, sulfuric acid production, liquid ammonia and anhydrous ammonia production, wholesale of hydrochloric acid, sulfuric acid, liquid ammonia and sulfur (face value), general freight transportation, transportation of chemical dangerous goods (Class 8, class 2, item 3), soil remediation, Farmland restoration, prevention and control of heavy metal pollution, printing of packaging and decoration printed materials, printing of other printed materials, manufacturing and sales of woven bags, warehousing (excluding dangerous goods) services, import and export of goods or technologies (except those prohibited by the state or involving administrative examination and approval), operation of incoming material processing and “three supplies and one compensation”, equity investment, investment management, chemical fertilizer sales Warehousing (excluding hazardous chemicals and other items specified by the state), conference services, house and equipment leasing, medium-sized restaurants, guest rooms, water transportation in China, R & D of solid waste comprehensive utilization technology and processing and sales of related products (excluding items specified by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Xinyangfeng Agricultural Technology Co.Ltd(000902) has no relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers.
Xinyangfeng Agricultural Technology Co.Ltd(000902) good operating and financial conditions, good reputation and performance ability. After inquiry, new
3、 The core content of the strategic cooperation framework agreement
(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 the development of lithium iron phosphate materials and the recycling of 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 can specify the specific cooperation subject of the project to implement the strategic cooperation framework. 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 to increase the capital and shares of Party A and Party B, and the specific amount shall be negotiated by both parties according to the needs of the project.
(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 an intentional framework agreement for cooperation 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 does 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 to the public in any written or non written form, nor 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.
4、 Impact on the company
Xinyangfeng Agricultural Technology Co.Ltd(000902) the main business is the R & D, production and sales of new energy materials such as phosphorus chemical industry, phosphorus compound fertilizer, new fertilizer and iron phosphate, and master rich phosphorus resources and mature phosphorus chemical product technology. 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, the company has practiced the goal of promoting carbon peaking and carbon neutralization by mining urban mines and developing new energy materials, establishing resource recycling mode and clean energy material mode, and has become a core enterprise in the world for resource recovery such as nickel, cobalt and lithium, power battery recycling, ternary precursor and cobalt trioxide material manufacturing, The company’s 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.
This time, the company signed a strategic cooperation framework agreement with Xinyangfeng Agricultural Technology Co.Ltd(000902) . Through cooperation with Xinyangfeng Agricultural Technology Co.Ltd(000902) , the company invested in the construction of no less than 150000 tons of iron phosphate materials, supporting basic phosphoric acid chemicals and no less than 100000 tons of lithium iron phosphate materials, so as to combine the advantages of both parties in phosphorus chemical resources, material manufacturing and power battery market, It is conducive to building the whole industry chain of new phosphorus chemical new energy materials with global competitiveness of “phosphorus chemical resources – lithium iron phosphate material manufacturing – power battery recovery and reuse”, so as to realize the trial expansion of the company from ternary precursor materials to iron phosphate precursor materials and lithium iron phosphate materials, Comprehensively promote the stability of the company’s manufacturing of new energy power battery raw materials and precursor materials in the downstream market, promote the stability of the company’s power battery recycling in the market of ternary power battery and lithium iron phosphate battery, and form a world competitive industrial chain of urban mine recycling and new energy materials, Consolidate the company’s core head enterprise and core competitiveness in the world’s new energy materials industry. It is conducive to accelerating the implementation of the low-carbon circular industry project with an output value of Gem Co.Ltd(002340) new 10 billion, promoting the company to build a world-class low-carbon industry demonstration park and a leading low-carbon industry demonstration park in the Yangtze River economic belt, taking the lead in implementing carbon neutralization in 2030, and boosting the smooth realization of the national dual carbon strategy.
The signing of this strategic cooperation framework agreement has no impact on the independence of the company’s business and operation, and will not have a significant impact on the company’s financial status and operating results this year. The smooth implementation of this agreement is expected to have a positive impact on the company’s future operation and development.
5、 Risk tips
This strategic cooperation framework agreement belongs to the framework and intentional agreement of cooperation willingness and basic principles, which is affected by relevant policy adjustment, macroeconomic impact, market environment change and other factors, and there is still uncertainty; If a formal cooperation agreement is signed between the two parties, the company will perform the review procedures in strict accordance with the requirements of laws and regulations and timely perform the obligation of information disclosure. Please make careful decisions and pay attention to investment risks.
6、 Other relevant instructions
1. The framework agreements disclosed by the company in the last three years are as follows:
Memorandum of understanding on promotion of new energy vehicle battery cascade utilization and recycling project jointly signed by the company, POSCO municipal government of South Korea and ecopro; Memorandum of supply (MOU) of ncm8 series and 9 series high nickel precursor materials for power batteries signed by the company and ecopro BM of Korea; Memorandum of understanding (MOU) related to the investment agreement on high nickel precursor materials for power batteries signed by the company’s subsidiary Fu’an Qingmei Energy Materials Co., Ltd. and South Korea ecopro company; Memorandum on supply of high nickel precursors (NCA & NCM) for ecopro & Gem power batteries (MOU) from 2021 to 2023 signed by the company and ecopro BM of Korea; The company’s subsidiaries Jingmen Gem Co.Ltd(002340) new materials Co., Ltd., Ningbo Bangpu Times New Energy Co., Ltd., Hong Kong Bangpu Recycling Technology Co., Ltd., Yongqing Technology Co., Ltd., Xinzhan International Holding Co., Ltd. and Pt Memorandum of Pt. QMB newenergy materials signed by Indonesia morowali Industrial Park; The ternary precursor strategic cooperation framework agreement signed by the company and its wholly-owned subsidiary Jingmen Gem Co.Ltd(002340) new materials Co., Ltd., Hunan Bangpu Recycling Technology Co., Ltd., Guangdong Bangpu Recycling Technology Co., Ltd. and Foshan Sanshui Bangpu Resource Recycling Co., Ltd; Memorandum of cooperation on directional recycling of 10000 tons of recovered nickel products signed by the company and Eve Energy Co.Ltd(300014) ; Strategic cooperation framework agreement on building waste power batteries and battery waste green treatment industrial chain signed by the company and Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd; Memorandum of supply (MOU) 2024-2026 for high nickel precursors (NCA & NCM) for ecopro BM & Gem power batteries signed by the company and ecopro BM of Korea; The agreement on Xtc New Energy Materials( Xiamen) Co.Ltd(688778) and Jingmen Gem Co.Ltd(002340) new materials Co., Ltd., a subsidiary of the company, signed with Xtc New Energy Materials( Xiamen) Co.Ltd(688778)
