Stock Code: Tianqi Lithium Corporation(002466) stock abbreviation: Tianqi Lithium Corporation(002466) Announcement No.: 2022026
Tianqi Lithium Corporation(002466) about
Announcement on foreign investment of wholly-owned subsidiaries and establishment of joint ventures
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
There are no false records, misleading statements or major omissions.
1、 Overview of foreign investment
According to the needs of strategic development, tianqichuang lithium Technology (Shenzhen) Co., Ltd. (hereinafter referred to as "tianqichuang lithium" or "party a"), a wholly-owned subsidiary of Tianqi Lithium Corporation(002466) (hereinafter referred to as "the company"), and Beijing Weilan New Energy Technology Co., Ltd. (hereinafter referred to as "Beijing Weilan" or "Party B") signed and completed the cooperation agreement (hereinafter referred to as "the agreement") on May 20, 2022. The two sides plan to jointly invest in the establishment of a joint venture to jointly engage in the R & D, production and sales of pre lithium negative electrode materials and recycling, metal lithium negative electrode and lithium based alloy (composite) negative electrode materials, pre lithium reagent (raw materials) and pre lithium manufacturing equipment products.
Tianqichuang lithium plans to contribute RMB 10.2 million in currency, accounting for 51% of the registered capital of the joint venture. Beijing Weilan plans to invest 6.8 million yuan, accounting for 34% of the registered capital of the joint venture; Among them, 2 million yuan is invested in currency and 4.8 million yuan in intellectual property. The actual amount of investment is subject to the evaluation report issued by the qualified evaluation institution. The joint venture company will reserve 15% of the total registered capital for employee equity incentive, of which 7.5% will be reserved for tianqichuang lithium and Beijing Weilan respectively, which will be held by candidates designated by both parties. The agent and the nominee do not include the directors, supervisors and senior managers of the listed company; The capital contribution of the encouraged employees is in the form of currency.
The establishment of the joint venture still needs to be reviewed and approved by the competent departments such as the market supervision and administration department. There is still some uncertainty whether the agreement can be implemented on schedule according to the agreed contents. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other provisions, this transaction does not constitute a related party transaction, does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
Company name: Beijing Weilan New Energy Technology Co., Ltd
The registered capital is 61367286 yuan
Date of establishment: August 11, 2016
Legal representative: Yu Huigen
Unified social credit code 91110108ma007h3p5k
Registered address: room 443, floor 4, building 2, yard 85, Hong'an Road, Fangshan District, Beijing
Company type other limited liability companies
Development, production and sales of lithium-ion batteries, hybrid solid-liquid batteries, solid-state batteries, all solid-state batteries, power batteries, energy storage batteries, consumer electronics batteries, special batteries, battery management systems and rechargeable battery packs, solar energy storage systems, related equipment and instruments, and lithium battery materials; Technology development, technology promotion, technical services, technical consultation (except intermediary), technology transfer, business scope, agency import and export, goods import and export, technology import and export (except for the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
The actual controller of the company is Yu Huigen. The shareholders holding more than 5% and their shareholding are as follows:
Name of shareholder shareholding ratio
Hefei blue mileage venture capital partnership (limited partnership) 19.15%
Equity structure Yu Huigen 11.73%
Jiangsu Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and Technology Industrial Park Industrial Investment Co., Ltd. 6.52%
Other shareholders hold 62.60% in total
Total 100.00%
Beijing Weilan is a national high-tech enterprise focusing on the R & D and production of mixed solid-liquid electrolyte lithium-ion batteries and all solid-state lithium batteries, with a series of core patents and technologies. It is the only industrialization platform for solid-state battery technology in the Clean Energy Laboratory of the Institute of physics, Chinese Academy of Sciences.
Up to now, Chengdu Tianqi Lithium Corporation(002466) Co., Ltd., a wholly-owned subsidiary of the company, holds about 3.26% of the shares of Beijing satellite blue; In addition, Beijing Weilan has no relationship with the company, and has no relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
Beijing satellite blue is an independent legal entity established and existing in accordance with the law. It is not a dishonest person and has good reputation and performance ability.
Similar transactions: the company has no similar transactions with the counterparty in the past three years.
3、 Basic information of the joint venture
The following information shall be subject to the registration of the market supervision and administration department after the establishment of the joint venture:
(I) name of the joint venture: Tianqi Weilan New Energy Technology Co., Ltd. (tentative name)
(II) company nature: limited liability company
(III) registered capital: 20 million yuan, of which tianqichuang lithium plans to contribute 10.2 million yuan in currency (capital source: self raised), accounting for 51% of the registered capital of the joint venture. Beijing Weilan plans to invest 6.8 million yuan, accounting for 34% of the registered capital of the joint venture; Of which, 2 million yuan is invested in currency and 4.8 million yuan is invested in intellectual property.
The remaining 3 million yuan will set up an employee stock ownership platform for equity incentive of the company's employees, of which 7.5% will be reserved by tianqichuang lithium and Beijing Weilan respectively, which will be held by candidates designated by both parties; The capital contribution of the encouraged employees is in the form of currency.
(IV) business scope: research and development, production and sales of pre lithium cathode materials and recycling, metal lithium cathode and lithium based alloy (composite) cathode materials, pre lithium reagents (raw materials) and pre lithium manufacturing equipment products.
(V) registered address: to be located in Shenzhen.
4、 Main contents of the cooperation agreement
(I) mode and amount of capital contribution
Tianqichuang lithium plans to contribute RMB 10.2 million in monetary capital, accounting for 51% of the registered capital of the joint venture. Beijing Weilan plans to invest 6.8 million yuan, accounting for 34% of the registered capital of the joint venture; Of which, 2 million yuan is contributed in the form of monetary capital and 4.8 million yuan is contributed in the form of intellectual property rights.
If there is an infringement dispute over the intellectual property to be invested by Beijing satellite blue, or there is a risk that the patent will be deemed invalid, or the valuation does not reach the amount of intellectual property investment, Beijing satellite blue shall invest in other intellectual property owned by it or in monetary funds as required by tianqi Chuang lithium to ensure that the investment is paid in on time.
The joint venture company will reserve 15% of the total registered capital for equity incentive of the company's employees, of which tianqichuang lithium and Beijing Weilan will reserve 7.5% respectively, which will be held by the candidates designated by both parties; The capital contribution of the encouraged employees is subscribed in currency. After all capital contributions are fully paid, the shareholders, capital contributions, shareholding ratio and mode of capital contribution of the joint venture are as follows:
Name of shareholder contribution amount (10000 yuan) shareholding ratio contribution method
Tianqichuang lithium 102051% currency
Beijing Weilan 200 currency
34% intellectual property
four hundred and eighty
ESOP 300 15% currency
Total 2 Tcl Technology Group Corporation(000100) % currency and intellectual property
(II) time limit of paid in capital contribution
1. Both parties shall complete all paid in capital contributions within 3 months from the date when the joint venture obtains the business license and successfully opens the bank account, including paying the monetary capital contribution to the joint venture account and registering the change of intellectual property used for capital contribution in the name of the joint venture. The intellectual property rights as capital contribution shall be evaluated and valued by a third-party organization recognized by both parties, and all expenses arising from the contribution of intellectual property rights shall be borne by the contributor.
2. All parties agree that if one party fails to pay its subscribed capital contribution in full on schedule, in addition to bearing the liability for breach of contract to the observant shareholders, the shareholders' meeting can choose any of the following methods through the voting of more than half of the voting rights of the representatives: (1) the joint venture company employs a third-party evaluation institution to evaluate the value of all shareholders' equity at the end of the previous year as the basis for pricing the subscribed unpaid part of the equity, Re determine the subscription price corresponding to the subscribed registered capital at the time of actual payment; (2) If the subscribed shareholder fails to pay in full within three months, it shall be deemed that he has waived his subscription right, and the other shareholders shall transfer the unpaid equity (the transferee does not need to pay any consideration directly to the transferor for such equity transfer, but shall bear the corresponding capital contribution obligation) or the company shall reduce the capital. The overdue shareholders shall cooperate with the industrial and commercial registration of change.
3. The actual payment period of employee incentive equity and other specific matters shall be implemented in accordance with the equity incentive plan approved by the board of directors of the joint venture company.
(III) corporate governance
1. Composition of shareholders' meeting
The shareholders' meeting is composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with the relevant provisions of the company law and the articles of association of the joint venture company.
2. Composition of the board of directors
There are 5 members of the board of directors, including 3 directors appointed by tianqichuang lithium and 2 directors appointed by Beijing Weilan. All parties agree to elect tianqichuang lithium to appoint a director as the chairman, which shall be elected by the board of directors; The legal representative shall be the chairman. The board meeting shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting. The board of directors shall make minutes of the decisions on the matters discussed, and the directors attending the meeting shall sign on the minutes. The meeting of the board of directors can be held only when more than half of the directors are present. A resolution made by the board of directors must be adopted by more than half of all directors.
3. Supervisor
The joint venture does not have a board of supervisors, but one supervisor. The supervisor shall be appointed by tianqichuang lithium. Supervisors shall exercise their functions and powers in accordance with the relevant provisions of the company law and the articles of association of the joint venture.
4. Senior management
Tianqichuang lithium appoints a candidate to serve as the general manager, namely the chief executive officer (CEO), and is responsible for the overall management and operation of the company. The CEO is responsible to the board of directors; Beijing Weilan appointed a candidate to serve as the company's chief technology officer (CTO), and tianqichuang lithium appointed a candidate to serve as the company's chief financial officer (CFO). All fund transfers of the joint venture company shall be approved by the chief financial officer. The replacement of directors, supervisors and senior executives shall refer to the relevant provisions of the articles of association.
(IV) main business of the joint venture
The parties agree that the main businesses of the joint venture include pre physical and chemical cathode materials and recovery, metal lithium cathode and lithium based alloy (composite) cathode materials, pre lithium reagent (raw materials), pre lithium manufacturing equipment, etc.
(V) liability for breach of contract
Any breach or failure by either party to comply with any of the terms of this Agreement and / or any of its other obligations under this Agreement shall constitute a breach of contract. The breaching party shall pay full and full compensation to the observant party in accordance with the agreement.
(VI) law application and dispute resolution
The establishment, validity, interpretation and performance of this agreement, as well as disputes arising under this agreement, shall be governed by the laws of China (for the purpose of this agreement, excluding the laws of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan).
All disputes arising from or in connection with this Agreement shall be settled through friendly negotiation. If no settlement can be reached through negotiation, either party to this agreement has the right to bring a lawsuit to the court of the domicile of the joint venture company.
(VII) effective conditions and effective time: this Agreement shall come into force on the date when it is signed or sealed by all parties.
5、 Purpose, existing risks and impact on the company of this foreign investment
(I) purpose of foreign investment
Tianqichuang lithium, a wholly-owned subsidiary of the company, and Beijing Weilan jointly initiated the establishment of a joint venture to carry out cooperation in the pre lithium technology and equipment research and development of battery cathode, aiming to realize the transformation of R & D achievements of both parties through the establishment of the joint venture platform, take application as the orientation, deeply tap the added value of gold lithium products, extend the industrial tentacles, and reverse promote the large-scale application of metal lithium products of the company. The two sides will carry out in-depth cooperation in the R & D, production and sales of pre lithium technology and equipment through the joint venture, and hope to combine their respective resources, manufacturing, process and research
