Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-002 Gem Co.Ltd(002340)
Announcement on the signing of investment cooperation agreement and foreign investment progress of 150000 T / a iron phosphate project by its subsidiaries
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、 Overview of foreign investment
Gem Co.Ltd(002340) (hereinafter referred to as “the company” or ” Gem Co.Ltd(002340) “) held the 35th meeting of the Fifth Board of directors on September 17, 2021, deliberated and adopted the proposal on signing the investment cooperation agreement with Jingmen Municipal Government on the construction of new energy materials circular economy low-carbon industry demonstration park and the comprehensive treatment of new energy materials and industrial solid waste, It is agreed that the company will invest in the construction of projects with an annual output of 50000 tons of lithium iron phosphate cathode materials and 100000 tons of iron phosphate precursor materials. For details, see the company’s website on September 18, 2021（ http://www.cn.info.com.cn. ）Announcement on signing the investment cooperation agreement with Jingmen Municipal Government on the construction of new energy materials circular economy low-carbon industry demonstration park and new energy materials, industrial solid waste comprehensive treatment and other projects (Announcement No.: 2021-089).
On January 10, 2022, The company’s wholly-owned subsidiary Gem Co.Ltd(002340) (Hubei) new energy materials Co., Ltd. (hereinafter referred to as “Party B”) and Xinyangfeng Agricultural Technology Co.Ltd(000902) wholly-owned subsidiary Yangfeng Chuyuan New Energy Technology Co., Ltd. (hereinafter referred to as “Yangfeng Chuyuan” or “party a”) signed the agreement between Yangfeng Chuyuan new energy science and Technology Co., Ltd. and Gem Co.Ltd(002340) (Hubei) New energy materials Co., Ltd. on the investment cooperation agreement of 150000 T / a iron phosphate project (hereinafter referred to as “this Agreement”), both parties agree to jointly invest and establish a joint venture as the investment and operation subject of 150000 T / a iron phosphate project. The registered capital of the joint venture is 330 million yuan, of which party a subscribed 214.5 million yuan in currency, accounting for 65% of the registered capital; The capital contribution of Party B is RMB 11.55 million, accounting for 35% of the registered capital subscribed by Party B.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the investment cooperation agreement signed this time does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval. The investment cooperation agreement signed this time 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.
2、 Introduction to partners
Company name: Yangfeng Chuyuan New Energy Technology Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Yang Lei
Registered capital: 500 million yuan
Date of establishment: December 10, 2021
Registered address: No. 7, Yueyue Hubei Road, Dongbao District, Jingmen City
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Battery manufacturing; Battery sales; Research and development of special electronic materials; Sales of electronic special materials; Manufacturing of special electronic materials; Research and development of new material technology; Research and development of emerging energy technologies; Energy storage technology services; Engineering technical services (except planning management, survey, design and supervision); Information technology consulting services; Engaging in investment activities with its own funds; New material technology promotion services (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Yangfeng Chuyuan is a wholly-owned subsidiary of Xinyangfeng Agricultural Technology Co.Ltd(000902) (hereinafter referred to as ” Xinyangfeng Agricultural Technology Co.Ltd(000902) “), and Yangfeng Chuyuan has no relationship with the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers.
Yangfeng Chuyuan is in good operating and financial condition, with good reputation and performance ability. Upon inquiry, Yangfeng Chuyuan does not belong to the dishonest executee.
3、 Basic information of investment object
In order to ensure the smooth implementation of the investment and cooperation projects of both parties, Party A and Party B agree to jointly invest and establish a joint venture as the investment and operation subject of the 150000 T / a iron phosphate project.
(I) basic information of the joint venture
Company name: tentative name: Hubei Yangfeng gemei New Energy Technology Co., Ltd. (the name of the joint venture shall be subject to the name finally approved by the market supervision department).
Registered address: Huji Town, Zhongxiang City, Hubei Province.
Business scope: manufacturing of electronic special materials, sales of electronic special materials, R & D of electronic special materials; R & D, production and sales of new energy battery materials; Technical consultation and service. (subject to the business scope approved by the market supervision department)
(II) registered capital and mode of contribution
Both parties agree that the registered capital of the joint venture is 330 million yuan, of which party a subscribed 214.5 million yuan in currency, accounting for 65% of the registered capital; Party B subscribed 115.5 million yuan in currency, accounting for 35% of the registered capital. Both parties undertake to pay 25% of the subscribed capital contribution to the basic account opened by the joint venture within 10 working days from the date of completion of registration of the joint venture. The payment time of the remaining 75% of the subscribed capital contribution by both parties shall be separately agreed by both parties according to the project construction progress of the joint venture, but shall not exceed June 30, 2022 at the latest.
4、 Main contents of investment cooperation agreement
(I) changes in equity of the joint venture
1. Transfer of equity in the joint venture
(1) During the existence of the joint venture, neither party shall transfer or dispose of (including but not limited to pledge, voting right entrustment, etc.) all or part of its equity in the joint venture to any third party without the written consent of the other party, except to its controlled affiliates.
(2) If one party (transferor) decides to transfer or dispose of all or part of its equity in the joint venture (not to its controlled affiliated enterprises), it shall notify the other party (non transferor) of its pre Transferred Equity 30 days in advance. The contents of the notice include but are not limited to: the amount of pre disposed equity, the consideration for equity transfer The situation of the equity acquirer, etc. The non transferor shall make a decision on whether to agree to the transfer and whether to exercise the preemptive right (hereinafter referred to as “priority”) within 30 days after receiving the notice, and inform the transferor in writing. If the non transferor fails to inform the transferor in writing of its decision on the transferor’s sale of the equity of the joint venture within this period, it shall be deemed that it waives the exercise of priority and agrees to the transferor’s transfer.
2. Capital increase and preemptive right
(1) For any further increase of registered capital required by the joint venture due to capacity expansion in the future (“future capital increase”), neither party shall object to such capital increase without sufficient and justified reasons, and either party shall have the right to subscribe for the corresponding increase of registered capital in accordance with its equity proportion in the joint venture before the capital increase (“preemptive right”).
(2) If either party fails to exercise or fully exercise the preemptive right, the other party has the right but not the obligation to subscribe for the remaining capital increase in proportion to its equity in the joint venture before the capital increase, or introduce a third-party investor recognized by both parties for subscription, up to the time when all the new equity is fully subscribed, And the party that fails to exercise the preemptive right shall not object without sufficient and justified reasons.
(II) corporate governance structure of the joint venture
1. Shareholders’ meeting
The shareholders’ meeting is the highest authority of the joint venture company and exercises the following functions and powers:
(1) To decide on the business policy and investment plan of the joint venture;
(2) Elect and replace directors and decide on matters related to directors’ remuneration;
(3) Elect and replace the supervisors held by shareholders’ representatives, and decide on the remuneration of supervisors;
(4) Review and approve the report of the board of directors;
(5) Review and approve the report of the board of supervisors;
(6) To review and approve the annual financial budget plan and final account plan of the joint venture;
(7) Review and approve the profit distribution plan and loss recovery plan of the joint venture;
(8) Make resolutions on increasing the registered capital of the joint venture or granting options, convertible bonds, warrants and other similar rights convertible into the company’s equity;
(9) Make resolutions on the reduction or redemption of the registered capital of the joint venture;
(10) Make resolutions on the issuance of bonds by the joint venture;
(11) Make resolutions on the transfer of capital contributions by shareholders to persons other than shareholders;
(12) Make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the joint venture; (13) Make resolutions on any form of guarantee (including guarantee, mortgage or pledge) provided by the joint venture;
(14) Make resolutions on the external loans provided by the joint venture;
(15) Change the main business of the joint venture, terminate or suspend all or part of its business;
(16) Make a resolution on the connected transactions between the joint venture and its connected persons whose amount exceeds the estimated amount of the annual connected transactions disclosed by the shareholders’ meeting in the current year;
(17) Amend the articles of association of the joint venture.
The shareholders’ meeting is divided into regular meeting and interim meeting, and all shareholders shall be notified in writing 15 days before the meeting is held. Regular meetings are held once a year. An interim meeting may be convened only upon the proposal of shareholders representing more than one-third of the voting rights, or more than one-third of the directors or supervisors.
The shareholders shall exercise their voting rights at the shareholders’ meeting according to the proportion of capital contribution. Unless otherwise specified in this agreement or relevant laws and regulations, the resolutions of the shareholders’ meeting shall be voted by the shareholders representing more than half of the voting rights.
Both parties confirm that the matters involved in items (8) – (17) of the above-mentioned functions and powers of the shareholders’ meeting can be adopted only with the consent of shareholders with more than 50% of the voting rights of the joint venture (but if it is required to be adopted by more than two-thirds of the voting rights according to the law, it shall be adopted by more than two-thirds of the voting shareholders), and such shareholders who vote in favour shall include Party B. Unless otherwise agreed above or required by laws and regulations, other matters resolved by the shareholders’ meeting shall be approved by shareholders representing more than fifty percent (50%) of the voting rights of the joint venture company.
For all matters related to the above-mentioned functions and powers of the shareholders’ meeting, if the shareholders unanimously agree in writing, they may directly make a decision without convening the shareholders’ meeting, and all shareholders shall sign and seal the decision documents. 2. Board of directors
The joint venture company has a board of directors composed of five directors elected by the shareholders’ meeting. Party A has the right to nominate 3 directors and Party B has the right to nominate 2 directors. The board of directors shall have a chairman, who shall be elected by the board of directors from among the directors nominated by Party A. The chairman is the legal representative of the company.
The board of directors shall exercise the following functions and powers:
(1) Convene the shareholders’ meeting and report to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the business plan and investment plan of the joint venture;
(4) Formulate the annual financial budget plan and final account proposal of the joint venture;
(5) Formulate the profit distribution plan and loss recovery plan of the joint venture;
(6) Formulate plans for the joint venture to increase the registered capital of the company or grant options, convertible bonds, warrants and other similar rights that can be converted into equity of the joint venture;
(7) Formulate plans for reducing or redeeming the registered capital of the joint venture;
(8) Formulate a plan for issuing corporate bonds;
(9) Formulate plans for merger, division, change of company form and dissolution of the joint venture;
(10) Sell, mortgage, pledge, lease, transfer or otherwise dispose of any assets in the abnormal course of business;
(11) Decide on the establishment of the internal management organization of the joint venture;
(12) Appoint or dismiss the general manager, deputy general manager and financial director of the joint venture and decide on their remuneration;
(13) Formulate the basic management system of the joint venture;
(14) Other functions and powers specified in the articles of association.
The decisions made by the board of directors on the matters discussed shall be valid only if more than half of the directors vote, and both parties confirm that the directors who vote in favor of the matters involved in items (6) – (10) of the above-mentioned functions and powers of the board of directors shall include the directors nominated by Party B. Minutes of the meeting of the board of directors shall be made, and the directors attending the meeting shall sign on the minutes.
The joint venture does not have a board of supervisors, but a supervisor nominated by Party B and elected by the shareholders’ meeting.
The supervisor shall exercise the following functions and powers:
(1) Check the finance of the joint venture;
(2) Supervise the acts of directors and general manager in violation of laws, regulations or the articles of association when performing their duties in the joint venture;
(3) Require the directors and the general manager to correct when their acts harm the interests of the joint venture;
(4) Propose to convene an extraordinary shareholders’ meeting;
(5) Other functions and powers specified in the articles of association of the joint venture company.
4. Management
The general manager of the joint venture shall be nominated by Party B and appointed by the board of directors. If Party B fails to nominate the general manager, it shall be nominated by the chairman of the board of directors; The deputy general manager shall be nominated by the general manager and appointed by the board of directors; The financial director shall be recommended by Party B and appointed by the board of directors. The joint venture and all parties shall urge the directors to actively cooperate (including but not limited to convening meetings and making resolutions), and the joint venture shall go through the change filing formalities with the registration authority in accordance with the requirements of law (if necessary). In addition, Party B shall appoint at least one quality management and one technical director to the joint venture. The quality management and technical director are employees of the joint venture, and the relevant remuneration and benefits shall be borne by the joint venture.
5. Both parties agree to complete the establishment of the joint venture within 15 working days after the signing of this agreement. Therefore, both parties promise to make their best efforts to provide the application documents or materials signed by both parties for the establishment of the joint venture. (III) joint venture project
1. Project construction scale
Both parties agree to jointly invest in the construction of 150000 T / a iron phosphate project (hereinafter referred to as “iron phosphate project”), handle the approval procedures such as project initiation and filing, energy assessment, safety assessment and environmental assessment according to the scale planning of 150000 T / A, and build public engineering facilities. The production unit can be implemented by stages according to the scale of 50000 T / A.
The project construction site selection area shall have advantageous phosphoric acid, industrial grade monoammonium phosphate and other supporting basic phosphorus chemical raw materials, so as to strive for the cost advantage of the project.
2. Project construction site
Both parties agree that the construction site of the project is located near the plant area of Jingmen Xinyangfeng Agricultural Technology Co.Ltd(000902) China phosphorus fertilizer Co., Ltd., an affiliate of Party A in Huji Town, Zhongxiang City, Jingmen City.
3. Project land
Please transfer the land. Both parties agree to actively coordinate and cooperate with the government to strive for relevant preferential policies for the project.
