Securities code: Shandong Shida Shenghua Chemical Group Company Limite(603026) securities abbreviation: Shandong Shida Shenghua Chemical Group Company Limite(603026) Announcement No.: pro 2021040 Shandong Shida Shenghua Chemical Group Company Limite(603026)
Announcement on the establishment of a company to invest in the construction of 30000 T / a silicon-based cathode material project 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:
Name of investment object: 30000 T / a silicon-based negative electrode device and supporting project
Investment amount: the estimated investment of the project is 109986 million yuan
Dongying Yingjia Heyi industrial investment partnership (limited partnership) is a related party of the company. This investment constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
Special risk tips:
1. Risk of policy and market changes
The project is the judgment made by the company based on the current market situation and industry prospect, comprehensively considering the existing business synergy and strategic positioning of the company. In the follow-up, such as macro-economy, industry policies and market environment, there is a risk that the actual operation status and profitability of the project are lower than expected.
2. Capital risk
As of March 31, 2022, the balance of the company’s own monetary funds is 1238533100 yuan, and the notes receivable is 702903300 yuan. At present, the company has many projects under construction and large capital investment. The project is a self owned or self raised construction project. The project investment may increase the company’s asset liability ratio, and there may be a risk of slowing down the project construction caused by fund-raising.
3. Risk of putting the unit into operation
There is still uncertainty about whether the new 30000 T / a silicon-based negative electrode project device can reach the design capacity and quality in the future, and whether it can reach the design quality, and the time of reaching the production capacity is uncertain.
4 project construction approval risk
At present, the project is being reported to the local administrative department for approval according to relevant regulations, which may lead to the risk of failure in approval. 1、 Overview of foreign investment
(I) the company plans to establish a joint venture subsidiary Shenghua new material technology (Meishan) Co., Ltd. (subject to the name approved by the industrial and commercial department) with Dongying Yingjia Heyi industrial investment partnership (limited partnership), an employee stock ownership platform, to invest in the construction of 30000 T / a silicon-based negative electrode project. The estimated total investment of the project is 109986 million yuan. The construction site of the project is Meishan high tech Industrial Park in Sichuan, covering an area of 120001 m2. The construction period is 24 months. It is expected to be put into operation in April 2024.
The total investment of the project is 109986 million yuan, and the construction investment is 542.34 million yuan, including 211.2 million yuan for equipment purchase; The installation cost is 52.8 million yuan; Other costs of project construction are 278.34 million yuan. The working capital is 557.52 million yuan.
The shareholders of Shenghua new material technology (Meishan) Co., Ltd. contributed 45 million yuan to Shandong Shida Shenghua Chemical Group Company Limite(603026) and held 90% of the shares. Dongying Yingjia Heyi industrial investment partnership (limited partnership) contributed 50 million yuan and held 10% of the shares. Shenghua new material technology (Meishan) Co., Ltd. is a holding subsidiary within the scope of the company’s consolidated statements.
The source of funds for the project investment of the joint venture subsidiary is its own funds plus raised funds.
(II) deliberations of the board of directors
On May 3, 2022, the company held the 17th meeting of the seventh board of directors to consider the proposal on establishing the company to invest in the construction of 30000 ton / year silicon-based cathode material project. The proposal was adopted by 9 votes in favor, 0 votes against, 0 abstentions and 0 votes avoided.
(III) in accordance with the Listing Rules of Shanghai Stock Exchange and the articles of association and other relevant provisions, this foreign investment shall be submitted to the general meeting of shareholders of the company for deliberation after the deliberation of the board of directors of the company.
(IV) this foreign investment constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. 2、 Employee stock ownership platform
ESOP platform:
1. Shareholding platform: Dongying Yingjia Heyi industrial investment partnership (limited partnership) (subject to the name approved by the Department of industry and Commerce)
2. Enterprise type: limited partnership
3. Executive partner: Dongying Yingjia Holding Co., Ltd. (subject to the name approved by the industrial and commercial department)
4. Limited partners: the incentive objects participating in this plan are the important managers, core technicians and business backbone who play an important role in the operation and development of Shenghua new material technology (Meishan).
5. Subscribed capital contribution: 50 million yuan in total
6. Source of funds: self owned or self raised funds.
Dongying Yingjia one industrial investment partnership (limited partnership) still needs to go through the registration and approval procedures with the Department of industry and commerce. As Ding Weitao, a senior manager of the company, participated in the shareholding platform Dongying Yingjia Heyi industrial investment partnership (limited partnership), this transaction constitutes a related party transaction. 3、 Basic information of investment projects
1. Project name: 30000 T / a silicon-based negative electrode project
2. Proposed company name: Shenghua new material technology (Meishan) Co., Ltd. (subject to the name approved by the industrial and commercial department)
3. Construction site: Meishan high tech Industrial Park, Sichuan
4. Project construction content: 30000 T / a silicon-based negative electrode device and supporting works.
5. Project investment budget: 109986 million yuan
6. Project land area: 120001 ㎡
7. Construction period: 24 months
8. Annual output value of the project: 219027 million yuan
9. Source of project funds: self raised funds
10. Prediction of business data after the project is put into operation: after the project is completed, the annual net profit is expected to be 268.12 million yuan.
(1) The details of operating revenue forecast are as follows:
Unit: 10000 yuan
Product income
Silicon based negative electrode 219027
Total 219027
(2) According to the above revenue, cost forecast and various operating expenses forecast, the specific profit forecast of the project is as follows:
Unit: 10000 yuan
Basis for project (annual average) amount prediction
Operating income 219027 is calculated according to the income after the project is completed
Business tax and surtax 1642 are calculated according to urban maintenance and construction tax and education surtax
The total cost 185841 is calculated based on the total annual operating costs and expenses
The total profit 31543 is calculated according to the operating income – business taxes and surcharges – total costs
Income tax 4731 is calculated based on the annual income tax expense
Net profit 26812 is calculated based on total profit – income tax
11. Shareholders and shareholding ratio of Shenghua new material technology (Meishan) Co., Ltd., the construction and implementation unit of the project:
Capital contribution shareholding ratio serial number shareholder name
(10000 yuan) (%)
1 Shandong Shida Shenghua Chemical Group Company Limite(603026) 45,000 90.00
2 Dongying Yingjia Heyi industrial investment partnership (limited partnership) 500010.00
Total 5 Shenzhen Ecobeauty Co.Ltd(000010) 0.00
4、 Main contents of the joint venture agreement
Party A: Shandong Shida Shenghua Chemical Group Company Limite(603026)
Party B: Dongying Yingjia Heyi industrial investment partnership (limited partnership)
1. Profit distribution and loss sharing
When the joint venture distributes the after tax profits of the current year, 10% of the profits shall be withdrawn and included in the statutory reserve fund.
When the cumulative amount of the statutory accumulation fund reaches more than 50% of the company’s registered capital, it may not be withdrawn. If the statutory reserve fund is insufficient to cover the losses of previous years, the profits of the current year must be used to cover the losses before withdrawing the statutory reserve fund in accordance with this paragraph.
In each year, if there is any surplus after tax profit after making up the losses and withdrawing the provident fund, the joint venture shall pay dividends, the proportion of which shall not be less than 40%, and the shareholders shall distribute it according to the proportion of paid in capital contribution.
If the loss of the joint venture company needs to be shared by the shareholders, the shareholders shall share it according to the proportion of paid in capital contribution.
2. Equity transfer
(1) Shareholders may transfer all or part of their equity to each other.
The transfer of equity by a shareholder to a person other than a shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing of the transfer of their equity for consent. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders disagree with the transfer, the shareholders who disagree shall purchase the Transferred Equity; If it does not purchase, it shall be deemed to have agreed to the transfer.
For the equity transferred with the consent of shareholders, other shareholders have the preemptive right under the same conditions. If two or more shareholders claim to exercise the preemptive right, they shall negotiate to determine their respective purchase proportion; If the negotiation fails, the preemptive right shall be exercised according to the respective proportion of capital contribution at the time of transfer.
(2) If Party B fails to pay the corresponding capital contribution according to the above capital contribution time due to its partner’s violation of the relevant provisions on capital contribution in the partnership agreement, and the delay is more than 30 days, Party B may transfer the subscribed but unpaid capital contribution (excluding the reserved share) to Party A, and the transfer price shall be determined at RMB 0 per share.
(3) By the end of 2027, if the audited net profit of the joint venture reaches 300 million yuan in any fiscal year, Party A shall purchase the equity of the joint venture held by Party B at the fair market price; If the joint venture fails to meet the above performance indicators before the end of 2027, Party A shall acquire the equity held by Party B in the joint venture at the beginning of 2028 according to the fixed income of Party B’s initial investment amount plus the benchmark interest rate of bank loans in the same period. Party B has the right to choose whether the equity held by Party B is acquired.
(4) Before the conditions in paragraph (3) of this article are met, all shareholders shall not transfer their equity to the outside world. 3. Dissolution and liquidation of the joint venture (1) the joint venture may be dissolved under any of the following circumstances: 1 The shareholders’ meeting decides to dissolve; 2. Dissolution is required due to the merger or division of the company; The business license is revoked or revoked according to law; 4. The people’s court shall dissolve the company in accordance with Article 182 of the company law. (2) When the liquidation company is dissolved, the liquidation procedures shall be performed in accordance with the company law and other relevant laws and regulations. During the liquidation of the company, if there is still any remaining property after liquidation according to law, the shareholders shall distribute it according to the proportion of paid in capital contribution. 5、 The impact of foreign investment on Listed Companies
The construction of silicon-based negative electrode project is the business extension of the company in the new energy materials industry, give full play to the company’s resource advantages in the field of new energy materials, improve product added value, increase profit growth point, enhance the company’s influence in the new energy field and promote the improvement of the company’s core competitiveness. 6、 Independent opinions expressed by independent directors
1. Prior approval of independent directors: we believe that the investment and construction of 30000 T / a silicon-based negative electrode material is in line with the company’s long-term strategic planning and strategic objectives. It is an extension of the company’s business in the new energy industry, give full play to the company’s resource advantages in the new energy field, improve product added value, increase profit growth point, form synergy with the company’s existing business, and optimize the company’s regional layout. The joint venture company introduces the employee stock ownership platform, which includes the core personnel who play an important role in the construction, production and operation of the project, which is conducive to the normal development of the company’s production and operation and the realization of business objectives. It is in line with the interests of all shareholders and does not harm the interests of minority shareholders. It is agreed to submit the proposal on the establishment of the company’s investment and construction of 30000 T / a silicon-based cathode material project to the board of directors for deliberation.
2. Independent opinions of independent directors: we believe that the investment in the construction of 30000 T / a silicon-based negative electrode materials is in line with the company’s long-term strategic planning and strategic objectives. It is an extension of the company’s business in the new energy industry, forms synergy with the company’s existing business, and can optimize the company’s regional layout. The joint venture introduces the employee stock ownership platform, which includes the core personnel who play an important role in the construction, production and operation of the project, which is conducive to the normal development of the company’s production and operation and the realization of business objectives, which is in line with the interests of all shareholders and does not harm the interests of minority shareholders.
The decision-making procedures of the related party transactions considered by the board of directors comply with the provisions of laws, administrative regulations and the articles of association. The related directors avoided voting. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. 7、 Risk analysis of foreign investment
1. Risk of policy and market changes
The project is the judgment made by the company based on the current market situation and industry prospect, comprehensively considering the existing business synergy and strategic positioning of the company. In the follow-up, such as macro-economy, industry policies and market environment, there is a risk that the actual operation status and profitability of the project are lower than expected.
2. Capital risk
