Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-013 Shandong Fengyuan Chemical Co.Ltd(002805) about
Announcement that the wholly-owned subsidiary of the company intends to sign the investment 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. 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.
2. The project under this agreement is planned to be constructed in three phases. Among them, the first phase has an annual output of 50000 tons of lithium iron phosphate cathode material and 1000 tons of clay lithium extraction pilot line, with a total investment of about 1 billion yuan. Follow up projects shall be actively promoted according to the actual situation of phase I project construction.
3. The project investment amount, investment plan, construction scale, construction cycle and other values in this Agreement are estimated. Various uncertain factors may be faced in the process of project construction. At the same time, the change of future market conditions will also have an uncertain impact on the realization of income and tax. It is expected that the project will not have a significant impact on the company's operating performance in the short term.
4. After the project is completed and fully put into operation, the actual achievement situation and time are affected by national policies, laws and regulations, industry macro environment, market development, operation management, production capacity and utilization, and there are still uncertainties.
5. Part of the investment funds of the investment project are self raised funds. The company will bear certain financial risks due to the fund-raising in the process of investment and construction, the change of credit policy and the smoothness of financing channels. 6. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
1、 Overview of foreign investment
(I) basic information
Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as "the company" or " Shandong Fengyuan Chemical Co.Ltd(002805) ") signed a strategic cooperation agreement with Yuxi Municipal People's Government (for details, see the company on cninfo.com.cn on the same day) In order to further clarify relevant matters, Shandong Fengyuan lithium energy technology Co., Ltd. (hereinafter referred to as "Fengyuan lithium energy") a wholly-owned subsidiary of the company and the people's Government of Hongta District, Yuxi City signed the investment agreement through full consultation, Fengyuan lithium energy plans to invest in the construction of 200000 ton lithium battery high-energy cathode materials and supporting related projects in Yuxi City. The project is planned to be constructed in three phases. Among them, the annual output of 50000 tons of lithium iron phosphate cathode material and 1000 tons of clay lithium extraction pilot line in phase I is about 1 billion yuan. The follow-up projects are actively promoted according to the actual situation of phase I project construction.
(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 proposed signing of the investment agreement by the wholly-owned subsidiary of the company. The board of directors requested the general meeting of shareholders to authorize the management of the company to fully handle all matters related to the agreement within the scope of the investment agreement, including but not limited to signing relevant specific contracts, Sign and handle the contracts and matters related to the project company, formulate and implement specific plans, and handle the approval and filing of regulatory authorities and government departments required for this investment cooperation. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
The signing of the investment agreement does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
2、 Counterparty introduction
1. Name: Hongta District People's Government of Yuxi City
2. Address: No. 38, Guishan Road, Hongta District, Yuxi City, Yunnan Province
3. Nature of unit: local government organization
4. Relationship with listed companies: no relationship
3、 Basic information of the investment project
(I) project overview
1. Project Name: 200000 tons of high-energy cathode materials and supporting related projects for lithium batteries. 2. Project company: Fengyuan lithium energy initiated the establishment of an independent legal person project company (hereinafter referred to as the "project company"), which is a wholly-owned subsidiary of Party B with a registered capital of 100 million, and takes Hongta District of Yuxi City as the place of industrial and commercial registration and tax registration.
3. Project content: Fengyuan lithium energy plans to invest in the construction of 200000 ton lithium battery high-energy cathode materials and supporting related projects in Yuxi City. The project is planned to be constructed in three phases. Among them, the annual output of 50000 tons of lithium iron phosphate cathode material and 1000 tons of clay lithium extraction pilot line in phase I is about 1 billion yuan. The follow-up projects are actively promoted according to the actual situation of phase I project construction.
(II) other information
If the pilot test line for lithium extraction from 1000 tons of clay in phase I project can be carried out smoothly, it will also be of positive significance for the company to develop the upstream industrial chain and optimize the industrial layout. It helps to reduce the adverse impact of raw material price fluctuations on the company, improve the stability of the supply chain, and continuously enhance the company's anti risk ability and profitability.
Qingdao Institute of bioenergy and process of Chinese Academy of Sciences (hereinafter referred to as "Qingdao Institute of bioenergy of Chinese Academy of Sciences") has relatively mature technology in extracting lithium from clay. Yuxi Municipal government or Hongta District government and Fengyuan lithium energy plan to jointly establish a lithium resource development and Utilization Technology Research Institute with Qingdao Institute of bioenergy of Chinese Academy of Sciences and Fengyuan high energy lithium battery materials research institute of Chinese Academy of Sciences. Fengyuan lithium energy provides funds and necessary experimental equipment, the Institute of youth energy of Chinese Academy of Sciences provides talent and technical support, and Hongta District government gives corresponding support to Fengyuan lithium energy construction and Research Institute.
Yuxi Municipal government supports the company to obtain clay raw materials required for scientific research pilot lithium extraction in accordance with laws and regulations, and supports the company to participate in bidding in accordance with laws and regulations to obtain exploration and mining rights of clay lithium and other mineral resources. Yuxi Municipal government guarantees the company's lithium battery cathode materials and lithium ore and other relevant resources required by supporting projects according to law. Yuxi Municipal government is currently setting up an industrial development fund. After the establishment of the fund, Yuxi Municipal government actively strives for project industry development fund support for the company in accordance with relevant regulations on fund management and use.
4、 Main contents of the agreement (subject to the final signed version)
Party A: Yuxi Hongta District People's Government
Party B: Shandong Fengyuan lithium energy technology Co., Ltd
Article 1 project overview
1.1 project name: 200000 tons of high-energy cathode materials and supporting related projects for lithium batteries. 1.2 project company: Party B initiated the establishment of an independent legal person project company (hereinafter referred to as the "project company"), which is a wholly-owned subsidiary of Party B with a registered capital of 100 million, and takes Hongta District of Yuxi City as the place of industrial and commercial registration and tax registration.
1.3 project content: Party B plans to invest in the construction of 200000 tons of lithium battery high-energy cathode materials and supporting related projects in Yuxi City. The project is planned to be constructed in three phases. Among them, the first phase has an annual output of 50000 tons of lithium iron phosphate cathode material and 1000 tons of clay lithium extraction pilot line, with a total investment of about 1 billion yuan. The subsequent phase II projects are actively promoted according to the actual situation of phase I project construction.
Article 2 project site selection
2.1 the project is located in Hongta Industrial Park, Yuxi City.
2.2 the total land area of the project is 1000 mu. The planned land for phase I project is about 247 mu.
Article 3 project land
3.1 the land for phase I of the project shall be obtained by the state-owned company affiliated to Party A (Hongta Industrial Park Construction Investment Co., Ltd.) through bidding, auction and listing.
3.2 land use and service life: subject to the state owned construction land use right transfer contract.
3.3 other requirements and regulations related to land use shall be subject to relevant laws, regulations and actual requirements of government departments.
3.4 Party A shall ensure that the construction land provided to Party B meets the basic use conditions. The specific requirements are as follows: (1) road access: build the road around the project land.
(2) Rainwater, sewage and tap water pipelines: according to the actual drainage needs of the enterprise, provide the nearest branch pipe access, and the discharge shall comply with the relevant national laws and regulations on ecological environment.
(3) Power pipeline connection: according to the power load of special power planning, lay the power supply line to the red line of the land.
(4) Telecommunication pipeline, cable TV optical cable and cable connection: lay the telecommunication cable to the red line of the land according to the actual interface position of the enterprise.
(5) Natural gas pipeline connection: Party A is responsible for laying the natural gas supply pipeline to the red line of the land.
Article 4 supporting public facilities
Party A shall be responsible for solving and implementing the urban infrastructure and public supporting facilities required by Party B's project construction and production and operation to ensure that Party B's production and operation requirements are met.
Article 5 plant construction
5.1 the plant and supporting facilities (including greening, plant roads, office buildings, shift dormitories, etc.) required by the project shall be funded and constructed by the state-owned company affiliated to Party A (Hongta Industrial Park Construction Investment Co., Ltd.). After the completion of the above plant and supporting facilities, Party B shall lease and pay the corresponding rent for the lease period from the date of delivery to the date of repurchase (see article 6 of this Agreement for the specific repurchase agreement). The annual rent shall not exceed 6% of the land use right obtained by Hongta Industrial Park Construction Investment Co., Ltd. and the cost of building plants and supporting facilities (the specific rent amount shall be separately agreed in the lease contract).
5.2 construction requirements: the scheme of plant and supporting facilities required for the project shall be formulated by Party B. Hongta Industrial Park Construction Investment Co., Ltd. shall organize the project construction in strict accordance with Party B's project requirements and standards. The selected construction unit shall have legal qualifications and be selected through bidding. The plant and its supporting facilities required for the project can be delivered for use only after the construction is completed and accepted by Party B. When Hongta Industrial Park Construction Investment Co., Ltd. constructs the plant and supporting facilities, Party B shall appoint engineering supervision and audit experts to confirm the material procurement and construction quality of Party A. Party A's capital investment in the construction of plant and supporting facilities shall comply with the relevant provisions of laws and regulations, and the price of raw materials required for the project plant and supporting facilities shall not exceed the fair price of the local market. 5.3 construction period: Party A shall guarantee to start the construction of phase I main works before the end of March 2022 for reasons not attributable to Party A.
5.4 building area: the plant and supporting building area of the phase I production project of lithium iron phosphate cathode material for lithium batteries with an annual output of 50000 tons are about 100000 square meters.
Article 6 real estate repurchase
Party B shall buy back the real property rights of the above land, plant and supporting facilities at one time at the construction cost price, and the repurchase time shall not exceed August 2028 at the latest. The taxes arising from the repurchase shall be borne by each party in accordance with relevant laws and regulations.
Article 7 equipment installation
After the production plant and its supporting facilities are accepted by Party B and meet the production and use conditions, Party B shall organize the equipment installation. Phase I 50000 tons is divided into two production lines. After the trial production of the first 25000 tons production line is completed by the end of October 2022, the equipment installation of the second 2.5 tons production line will be started in January 2023 and put into operation before December 2023.
Article 8 construction of supporting projects
8.1 Party B shall invest in the construction of 1000 t / a clay lithium extraction pilot line, and the site selection shall meet the requirements of ecological environment. 8.2 Party A shall provide Party B with park land and corresponding policy support in line with the landing of lithium battery material chemical industry project. After the pilot test line is completed, Party B shall promote the construction of corresponding supporting projects of lithium iron phosphate. Among them, the lithium salt production capacity is planned to be 50000 tons / year and the iron phosphate production capacity is planned to be 200000 tons / year. The investment progress, scale and sequence can be adjusted according to the specific needs of Party B. the site is located in the jurisdiction of Yuxi City, not limited to Hongta District.
8.3 co construction of research institutes
(1) Party A or Yuxi Municipal government and Party B intend to establish a lithium resource development and utilization technology research institute together with Qingdao bioenergy and Process Research Institute of Chinese Academy of Sciences and Zhongke Fengyuan high energy lithium battery materials research institute.
(2) Party B shall provide funds and necessary experimental equipment, and Qingdao Institute of bioenergy and process, Chinese Academy of Sciences shall provide talents and technical support.
(3) Project site selection: the project site is located within the jurisdiction of Yuxi City, not limited to Hongta District.
(4) Party A shall provide corresponding support for Party B's construction of the Research Institute (the specific contents shall be agreed separately).
8.4 project related procedures
Party A shall give preferential support to Party B's investment projects in Yuxi City in accordance with laws and regulations, enjoy the preferential policies for new energy industry support in Yunnan Province, Yuxi City and Hongta District, and be responsible for assisting Party B in handling various procedures in project initiation, land, environmental protection, construction, safety, fire protection, electricity, registration and other aspects.
8.5 in the process of production and operation, based on the investment in fixed assets, output value, taxation, talent introduction, scientific and technological research and development in line with other preferential policies of the state, Yunnan Province, Yuxi City and Hongta District, Party B can enjoy corresponding rewards, subsidies and subsidies, and Party A shall actively assist Party B in obtaining and cashing them.
8.6 Party A is obliged to ensure Party B's autonomy and other rights in the process of construction and operation, and ensure that Party B is not disturbed by various factors such as social security and abnormal administrative law enforcement departments.
Article 9 confidentiality obligations
Without the permission of the information provider, any confidential information exchanged between the two parties shall not be disclosed to other individuals or units other than the two parties, but it is necessary to know the confidential information to the employees of both parties or their affiliates, lawyers hired by both parties in order to perform their duties Except for disclosure by employees of accountants or other consulting institutions and required by applicable laws, regulations or relevant rules.
Article 10 liability for breach of contract
Party A and Party B must strictly perform the obligations agreed in the agreement. If one party fails to perform or fails to perform in accordance with the agreement, it shall bear the liability for breach of contract such as continuous performance, remedial measures or compensation for losses. Article 11 application of law and dispute resolution
Except for force majeure, neither party shall unilaterally terminate this Agreement without the consensus of both parties. Any dispute arising from or in connection with this Agreement shall first be settled by both parties through negotiation. If the negotiation fails, both parties may submit it to Shenzhen Arbitration Commission for arbitration, and the arbitration result of Shenzhen Arbitration Commission shall be final.
Article 12 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 after Shandong Fengyuan Chemical Co.Ltd(002805) and Party B complete the corresponding authority approval process specified in the articles of association.
This agreement is made in six copies, four for Party A and two for Party B.
5、 Purpose of this investment and its impact on the company
1. If the clay lithium extraction pilot line and subsequent lithium salt capacity and iron phosphate capacity planning involved in this investment agreement can be carried out smoothly, it will help to ensure that the company's raw materials meet the high-quality requirements required by production technology, reduce the adverse impact of raw material price fluctuation on the company and continuously improve the stability of the supply chain, And continuously enhance the company's anti risk ability and profitability. In addition, to the public
