Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-012 Shandong Fengyuan Chemical Co.Ltd(002805) about
Announcement of the company's intention to sign the strategic cooperation agreement
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions. Important:
1. The specific cooperation contents under the strategic cooperation agreement signed this time will be agreed in a separate contract. The specific matters involved have not been implemented, and there is uncertainty about the specific impact on the financial situation of the company in this year and future fiscal years.
2. This agreement can take effect only after the company performs the approval procedures of the general meeting of shareholders. There is uncertainty whether the agreement can take effect. Please pay attention to the investment risks.
1、 Signing of the agreement
(I) basic information
In order to help Yuxi's work of "carbon neutralization and carbon peak", with the goal of building a whole industrial chain of green new energy batteries, promote the deep integration development of green energy and green manufacturing, and accelerate the construction of new energy battery industry base in Yuxi, a consensus was reached through friendly negotiation between Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as "the company" or " Shandong Fengyuan Chemical Co.Ltd(002805) ") and Yuxi Municipal People's government, Sign the strategic cooperation agreement on the cooperation between the two sides in the new energy battery industry.
(II) review
On January 14, 2022, the 13th meeting of the 5th board of directors of the company deliberated and adopted the proposal on the company's proposed signing of strategic cooperation agreement. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
The signing of the strategic cooperation agreement does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to the other party
1. Name: Yuxi Municipal People's Government
2. Address: No. 7, Xiushan West Road, Hongta District, Yuxi City
3. Nature of unit: local government organization
4. Relationship with listed companies: no relationship
3、 Main contents of the agreement (subject to the final signed version)
Party A: Yuxi Municipal People's Government
Party B: Shandong Fengyuan Chemical Co.Ltd(002805)
1. Content of cooperative construction project
(1) Party B (including Party B's holding or wholly-owned subsidiary) plans to invest in the construction of 200000 ton lithium battery high-energy cathode material project and supporting construction of lithium salt and iron phosphate projects of corresponding scale within the jurisdiction of Yuxi City, Yunnan Province, which will be completed by stages before 2025.
(2) The project is planned to be constructed in three phases. Among them, the phase I 50000 ton lithium iron phosphate project is expected to start construction in March 2022. The specific investment progress, scale and sequence of the subsequent two phases of the project shall be promoted by Party B according to the actual needs.
(3) Party B plans to build a clay lithium extraction pilot line while building the cathode material project base. The production scale of the pilot line is initially set at 1000 tons / year and is planned to be completed by the end of 2022. Party A supports Party B to obtain clay raw materials required for scientific pilot lithium extraction in accordance with laws and regulations.
(4) Party A supports Party B to participate in the bidding according to law and regulations to obtain the exploration right and mining right of clay lithium and other mineral resources. Party A shall guarantee Party B's lithium battery cathode materials and lithium ore and other relevant resources required by supporting projects according to law.
(5) Party A and Party B intend to establish a lithium resource development and Utilization Technology Research Institute in Yuxi City together with Qingdao bioenergy and Process Research Institute of Chinese Academy of Sciences and Zhongke Fengyuan high energy lithium battery materials research institute. Party B provides funds and necessary experimental equipment, and Qingdao bioenergy and Process Research Institute of Chinese Academy of Sciences provides talents and technical support, Party A shall provide corresponding support for Party B's construction of the Research Institute in accordance with laws and regulations (the specific contents shall be agreed separately).
(6) The scale of the project construction land is about 1000 mu. Among them, the land for phase I is 247 mu, which is located in Yuxi Hongta Industrial Park and obtained by Party B according to law. The follow-up land shall be provided by Party A according to Party B's project construction progress in accordance with laws and regulations.
(7) Party A shall give preferential support to Party B's investment projects in Yuxi City in accordance with laws and regulations. The local retained part of the value-added tax and enterprise income tax paid by the project shall not be transferred to the municipal level, but shall be used by the county (city, district) government where the project is located to support the development of lithium battery industry. The specific time limit for not transferring to the municipal level shall be agreed in the investment agreement signed between Party B and the county (city, district) government where the project is located.
(8) Party A is currently setting up an industrial development fund. After the establishment of the fund, Party A shall actively strive for the support of the project industry development fund for Party B in accordance with the relevant provisions on the management and use of the fund.
2. Effectiveness of the agreement
This Agreement shall come into force after being signed and sealed by the legal representatives or authorized representatives of both parties and Party B completes the corresponding authority approval process.
3. Other agreements
(1) This agreement is a principled and intentional agreement on cooperation between both parties. The cooperation between both parties includes but is not limited to the cooperation contents determined in the agreement. If a cooperative project involves bidding and government procurement, relevant legal procedures shall be strictly followed.
(2) For matters not covered in this agreement, supplementary agreements or relevant cooperation agreements can be signed after both parties reach an agreement through consultation. Subsequent agreements have the same legal effect as this agreement.
(3) The cooperation content agreed in this agreement is not exclusive, and both parties can cooperate with a third party according to law. (4) This agreement is signed and sealed by the legal representatives or authorized representatives of both parties. If Party B fails to complete the approval process or Party A and Party B fail to carry out substantive cooperation within one year, this agreement will automatically become invalid.
(5) Party A and Party B shall not use this agreement to carry out activities unrelated to the project, or carry out acts that are improper or detrimental to the credibility of the other party.
(6) This agreement is made in quadruplicate, with each party holding two copies, which have the same legal effect.
4、 Impact of signing this Agreement on the company
1. The signing of this strategic cooperation agreement is of positive significance for the company to improve its industrial chain layout. It can not only provide stable and reliable raw material guarantee for the company's products, effectively control product costs, but also expand the company's production capacity, which is conducive to further consolidate the company's competitive advantage and enhance the company's market competitiveness and sustainable profitability, In line with the company's long-term development strategy and the interests of all shareholders.
2. The signing of this agreement will not have a significant impact on the company's financial status and operating results in the short term, and the performance of this agreement will not have an impact on the company's business independence.
5、 Risk tips
1. The specific cooperation contents under the strategic cooperation agreement signed this time will be agreed in a separate contract. The specific matters involved have not been implemented, and there is uncertainty about the specific impact on the financial situation of the company in this year and future fiscal years.
2. This agreement can take effect only after the company performs the approval procedures of the general meeting of shareholders. There is uncertainty whether the agreement can take effect. Please pay attention to the investment risks.
3. The terms related to capacity in this Agreement do not represent the company's prediction of future performance, nor do they constitute a performance commitment to investors. The company solemnly reminds investors to invest rationally and pay attention to investment risks. The company will also disclose relevant progress in time as required.
6、 Other instructions
1. Progress of strategic cooperation agreements disclosed in the last three years
Serial number agreement name disclosure date progress
Qingdao bioenergy CO., Ltd. and Chinese Academy of Sciences
December 2020
1. The Process Research Institute signed the agreement on jointly building Zhongke Fengyuan High Energy Technology Co., Ltd
18th
Strategic cooperation agreement of lithium battery materials research institute
2. Within three months prior to the signing of this agreement, the company has no change in the shareholding of controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers; In the next three months, there will be no lifting of restrictions on the sale of restricted shares held by controlling shareholders, shareholders holding more than 5% and directors, supervisors and Gao of the company.
As of the date of this announcement, the company has not received the notice of the company's controlling shareholders, shareholders holding more than 5% of the shares and the directors, supervisors and senior management plan to reduce the shares of the company in the next three months.
7、 Documents for future reference
1. Resolutions of the 13th meeting of the 5th board of directors of the company;
2. Strategic cooperation agreement.
It is hereby announced.
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
January 15, 2022
