Securities code: 600478 securities abbreviation: Hunan Corun New Energy Co.Ltd(600478) Announcement No.: 2022-002 Hunan Corun New Energy Co.Ltd(600478)
Announcement on investment and establishment of joint ventures and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Hunan Corun New Energy Co.Ltd(600478) (hereinafter referred to as “the company”) and the indirect controlling shareholder Guangdong Hunan Corun New Energy Co.Ltd(600478) High Tech Holding Co., Ltd. (hereinafter referred to as ” Hunan Corun New Energy Co.Ltd(600478) holding”) jointly invested and established Shenzhen Hunan Corun New Energy Co.Ltd(600478) Smart Energy Technology Co., Ltd. (hereinafter referred to as ” Hunan Corun New Energy Co.Ltd(600478) smart energy”). The registered capital of Hunan Corun New Energy Co.Ltd(600478) smart energy is RMB 100 million, The company invested RMB 25 million in monetary contribution, with a shareholding ratio of 25%, and Hunan Corun New Energy Co.Ltd(600478) holdings invested RMB 75 million in monetary contribution, with a shareholding ratio of 75%. Hunan Corun New Energy Co.Ltd(600478) holding company is the indirect controlling shareholder of the company. There is a related party relationship between the two parties. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization.
In the past 12 months, the company has no other related party transactions with Hunan Corun New Energy Co.Ltd(600478) holdings, and no related party transactions with the same type of transaction object have occurred with other related parties.
This transaction does not meet the review standard of the board of directors and does not need to be submitted to the board of directors and the general meeting of shareholders for review.
At present, the company’s energy storage battery business is small. The newly established joint venture between the company and Hunan Corun New Energy Co.Ltd(600478) holding has not yet obtained orders. In the future, it may face uncertainties in macroeconomic, industrial policies, market development, order acquisition and so on. Please pay attention to investment risks.
1、 Overview of related party transactions
The company’s main products include battery materials, power batteries, consumer batteries, special batteries for rail transit and energy storage batteries. It has unique technical advantages in the field of electrochemical energy storage, and has formed a small batch sales scale in the field of energy storage batteries; Hunan Corun New Energy Co.Ltd(600478) holding’s main products and services include photovoltaic power generation system, distributed microgrid energy storage system, big data + artificial intelligence software system and other services, which have certain advantages in the field of overall solutions of energy storage system. Through friendly negotiation, both parties intend to jointly expand the power generation side and power grid in combination with their own advantageous resources
On January 10, 2022, the energy storage markets such as the customer side and the customer side signed the joint venture agreement (hereinafter referred to as “the agreement”) in Shenzhen, Guangdong Province to jointly invest and establish Shenzhen Hunan Corun New Energy Co.Ltd(600478) digital intelligence Energy Technology Co., Ltd., with a registered capital of 100 million yuan. The company and Hunan Corun New Energy Co.Ltd(600478) holdings plan to invest 25 million yuan and 75 million yuan respectively, Accounting for 25% and 75% of the registered capital of Hunan Corun New Energy Co.Ltd(600478) digital intelligence energy respectively, the shareholders will decide the capital contribution plan according to the actual business needs of Hunan Corun New Energy Co.Ltd(600478) digital intelligence energy.
The main business of Shenzhen Hunan Corun New Energy Co.Ltd(600478) digital intelligence Energy Technology Co., Ltd. includes overall solutions at all application ends of the energy storage market, development and operation of smart microgrid system, sales of smart transmission and distribution and control equipment, etc. it will integrate the company’s energy storage battery product technology and Hunan Corun New Energy Co.Ltd(600478) holding big data + Digital twin technology, Develop “Ni MH Li battery mixed storage digital intelligence energy system” and other energy storage system products.
As Hunan Corun New Energy Co.Ltd(600478) holding is the indirect controlling shareholder of the company, this transaction constitutes a connected transaction in accordance with article 10.1.1 and article 10.1.3 (I) of the stock listing rules of Shanghai Stock Exchange. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
In the past 12 months, the company has no other related party transactions with Hunan Corun New Energy Co.Ltd(600478) holdings, and no related party transactions with the same type of transaction object have occurred with other related parties. According to the Listing Rules of Shanghai Stock Exchange and the articles of association, this transaction does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Introduction to related parties
(I) introduction to related party relationship
Hunan Corun New Energy Co.Ltd(600478) holding is the indirect controlling shareholder of the company. According to the related relationship stipulated in article 10.1.1 and article 10.1.3 (I) of the stock listing rules of Shanghai Stock Exchange, Hunan Corun New Energy Co.Ltd(600478) holding is the related legal person of the company.
(II) basic information of related parties
Name: Guangdong Hunan Corun New Energy Co.Ltd(600478) High Tech Holding Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Address: qikelian building, east of Fokai expressway, south of Zhongxin road and north of cunyuanwei Road, Zhangcha street, Chancheng District, Foshan City (residence declaration)
Legal representative: Zhong Faping
Registered capital: 200 million yuan
Date of establishment: September 26, 2018
Business term: September 26, 2018 to September 26, 2048
Business scope: industrial investment; Research, development, production and sales of new materials and new energy (unless otherwise specified by the state); Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval); Sales: batteries, metal materials, metal products, building materials, electromechanical equipment, electronic products, mechanical equipment, electrical equipment, Wujinjiaodian, building decoration materials, household appliances, class I medical devices, class II medical devices, class III medical devices and medical supplies (excluding drugs); R & D, manufacturing and sales of intelligent machines and equipment, Siasun Robot&Automation Co.Ltd(300024) ; Research, design and construction of intelligent system; Development, maintenance and sales of computer software and hardware; Design, construction and operation of data sharing and exchange platform; Construction and operation of data center; Data processing, analysis and storage services; Trade agent. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholder composition: Zhong Faping holds 79% and Xu Chunhua holds 21%
Main financial data of the latest year:
As of December 31, 2020, Hunan Corun New Energy Co.Ltd(600478) had total assets of 176.145 million yuan and net assets of 167.084 million yuan. From January to December 2020, it realized operating income of 605.86 million yuan and net profit of 32.97 million yuan.
3、 Basic information of related party transactions
Company name: Shenzhen Hunan Corun New Energy Co.Ltd(600478) Shuzhi Energy Technology Co., Ltd
Company type: limited liability company
Date of establishment: January 10, 2022
Address: 4101, China energy storage building, 3099 Keyuan South Road, high tech community, Yuehai street, Nanshan District, Shenzhen legal representative: Zhong Faping
Registered capital: 100 million yuan
Business scope:
General business projects: engage in industrial investment, project investment, venture capital and equity investment with its own funds; Sales of intelligent power transmission and distribution and control equipment; New energy equipment sales; Sales of mechanical equipment; Sales of photovoltaic equipment and components; Centralized fast charging station; Leasing of photovoltaic power generation equipment; Sales of advanced power electronic devices; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Data processing and storage support services; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Battery rental; Mechanical equipment leasing; Research and development of efficient and energy-saving technology in power industry; Research and development of resource recycling technology; Research and development of online energy monitoring technology.
(except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can only be operated after obtaining permission)
Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) contribution proportion contribution method
Guangdong Hunan Corun New Energy Co.Ltd(600478) high tech 7500 75% currency
Technology Holdings Limited
Hunan Hunan Corun New Energy Co.Ltd(600478) Xinneng 2500 25% currency
Source Co., Ltd
Total 10000 100%/
4、 Main contents of related party transaction agreement
1. Parties
Party A: Guangdong Hunan Corun New Energy Co.Ltd(600478) High Tech Holding Co., Ltd
Party B: Hunan Corun New Energy Co.Ltd(600478)
2. Company establishment
(1) Company name: Shenzhen Hunan Corun New Energy Co.Ltd(600478) Shuzhi Energy Technology Co., Ltd
(2) Registered capital and proportion: the total registered capital subscribed by the shareholders of the company is RMB 100 million. Among them, Hunan Corun New Energy Co.Ltd(600478) holding subscribed 75 million yuan, with a shareholding ratio of 75%, and the company subscribed 25 million yuan, with a shareholding ratio of 25%. Both parties shall make capital contributions in currency, and the term of capital contribution shall be separately negotiated by both parties.
(3) According to business needs, the company may invest abroad and establish subsidiaries and branches.
(4) The business term of the company is sustainable operation.
3. Corporate governance
(1) The shareholders’ meeting is composed of all shareholders. The shareholders’ meeting is the highest authority of the company.
(2) The legal representative of the company shall be recommended by the shareholders and elected by the shareholders’ meeting.
(3) The company does not have a board of directors, but has one executive director, who is recommended by the shareholders through consultation and appointed by the shareholders’ meeting. The term of office is three years and can be re elected.
(4) The company does not have a board of supervisors, but has one supervisor, who is recommended by the shareholders through consultation and appointed by the shareholders’ meeting. The term of office is three years and can be re elected.
(5) The manager of the company shall be the executive director, and the financial director shall be recommended and appointed by the manager.
4. Effectiveness, change and termination of the agreement
(1) This Agreement shall come into force after being signed and sealed by the effectively authorized representatives of each party.
(2) The parties may change or terminate this agreement in writing upon consensus.
5、 Purpose of related party transactions and its impact on Listed Companies
Based on the reform background of the national “new energy + energy storage” power system and the development opportunities of the energy storage market, the company and Hunan Corun New Energy Co.Ltd(600478) holding set up a joint venture to jointly explore the new energy storage application market, which is conducive to fully combining the advantages of both sides to create a more competitive energy storage intelligent source system and obtain market orders, At the same time, it is conducive to improving the quality, performance and brand value of the company’s energy storage battery products, and improving the company’s battery business scale and profitability. The company will use its own funds to jointly invest with Hunan Corun New Energy Co.Ltd(600478) holding to establish a joint venture. The capital contribution plan will be determined according to the actual business needs of the joint venture, which will not have a significant adverse impact on the company’s financial status and normal production and operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. At present, the company’s energy storage battery business is small. The newly established joint venture between the company and Hunan Corun New Energy Co.Ltd(600478) holding has not yet obtained orders. In the future, it may face uncertainties in macroeconomic, industrial policies, market development, order acquisition and so on. Please pay attention to investment risks.
It is hereby announced.
Hunan Corun New Energy Co.Ltd(600478) board of directors January 12, 2022
