Securities code: 603333 securities abbreviation: Sunway Co.Ltd(603333) Announcement No.: pro 2022-004 Sunway Co.Ltd(603333)
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: Sichuan Haichuang Shangwei New Energy Technology Co., Ltd. (finally subject to the name approved by the industrial and commercial department, hereinafter referred to as the "joint venture"), with a registered capital of 500 million yuan and Sunway Co.Ltd(603333) plans to invest 245 million yuan.
Investment project: 40000 ton project in the first phase of the integration project of negative electrode materials for power energy storage batteries with an annual output of 200000 tons.
Investment amount: the estimated investment amount of the first phase of 40000 ton power energy storage battery cathode material integration project is RMB 1.6 billion. Both investors intend to invest with self raised funds and project loans.
This foreign investment does not constitute related party transactions or major asset restructuring.
At present, in order to ensure the stability of the control right of the joint venture, the shareholders of the joint venture have no specific plans to transfer the other party's shares or external transfer.
This foreign investment will not lead to significant changes in the company's main business and will not have a significant impact on the company's financial status and operating results of the main business. The company indirectly enjoys the operating income of the future development of the relevant business of the joint venture through equity participation in the joint venture, which is not included in the scope of the company's consolidated statements.
Risk tips:
1. This foreign investment still needs to be considered by the board of directors and the general meeting of shareholders of the company. The joint venture has not been formally established and needs to be approved by the market supervision and administration department. The effectiveness of the contract and the subject of contract execution are uncertain.
2. Project policy and approval process risk: the energy consumption index, land, environmental capacity and other project resource elements required for the construction of the investment project have not been finally approved, and there is great uncertainty whether they can be successfully approved. If the approval is not passed, there is a risk that the project cannot be started or the commencement time is uncertain, resulting in project delay, change or termination.
3. Project construction risk: the total investment of the negative electrode material integration project of power energy storage battery with an annual output of 200000 tons is 8 billion yuan, which will be implemented by stages. The investment in the first phase is 1.6 billion yuan. It is planned to start construction in April 2022. The construction period is 18 months. The overall planned capacity of the project is 200000 tons. The first phase of the project is to build 40000 tons first. Whether and when to implement the later phase of the project will be determined according to the economic environment, industrial policies, changes in market demand, operation and management and other factors. There is great uncertainty whether the later project can be smoothly promoted.
4. Talent and technology risk: the company is not involved in the field of negative electrode materials of power energy storage batteries, and there is no technology and talent reserve in this field. The partner and its related parties provide professional technology and talent guarantee for this investment project, and there is an uncertain risk whether it can support the smooth implementation of the project. The joint venture will introduce high-end talents, continuously strengthen brand operation and management, increase product marketing efforts and investment in technology R & D and design, keep up with market changes, continuously improve product market competitiveness and profitability, and lay a solid foundation for effectively reducing market risks. 5. Market risk: the investment project is subject to uncertain factors such as macroeconomic environment, industry cycle and market changes, and there is no definite order, which may face the risk that the investment benefit of the project does not meet the expectation. 6. Project financing risk
Financing risk of the first phase of the project: the investment project is a joint venture construction. There are certain risks whether the two parties can make full investment on schedule or raise working capital for subsequent projects from bank guaranteed loans. The joint venture will actively cooperate with financial institutions to ensure the smooth financing of the project.
Later project financing risk: by the end of December 2021, the balance of available funds of the company was 440 million yuan (excluding the amount raised by non-public offering, restricted monetary funds and restricted acceptance bills), and the existing funds could not meet the investment and operation of the overall 200000 ton project. If there is no corresponding financing guarantee in the follow-up, there is a risk that the later project cannot be implemented smoothly.
7. Financial risk: the investment amount of the project is large, which may affect the company's cash flow and increase financial expenses in the short term. In the process of project implementation, the joint venture will reasonably arrange the scale and progress of fund use, strictly standardize procurement and project construction, and strictly control the project cost on the premise of ensuring the project quality and controlling the implementation risk.
8. During the performance of this agreement, there may be a risk that the agreement cannot be continued due to either party's breach of contract or force majeure.
1、 Overview of foreign investment
(I) basic information of foreign investment
Sunway Co.Ltd(603333) (hereinafter referred to as the "company" and " Sunway Co.Ltd(603333) ") signed the new energy southwest manufacturing base project investment agreement (hereinafter referred to as the "investment agreement") with Leshan Municipal People's government, Leshan high tech Industrial Development Zone Management Committee and China conch venture Holdings Co., Ltd. (hereinafter referred to as "conch venture") on January 14, 2022, It is planned to invest in the construction of "new energy southwest manufacturing base project" in Leshan high tech Zone, Sichuan Province.
On the same day, the company and conch venture signed the joint venture agreement on the establishment of Sichuan Haichuang Shangwei new energy science and Technology Co., Ltd. on the investment and construction of the first phase of the 40000 ton project (hereinafter referred to as the "investment project") of the 200000 ton power energy storage battery cathode material integration project in the above investment agreement, It is proposed to jointly contribute to the establishment of a joint venture to operate the investment project.
(II) the investment needs to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval, and the subsequent company will disclose it in time according to the progress of the matter.
(III) this investment of the company does not involve related party transactions and does not constitute a major asset reorganization.
2、 Basic information of counterparty
(I) the company has conducted necessary due diligence on the basic situation of conch's entrepreneurship and its performance ability, and the counterparty has no relationship with the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. (II) basic information of the counterparty
1. Company Name: China conch venture Holding Co., Ltd
2. Authorized / registered share capital: HKD 150000000
3. Registry: Cricket square, Hutchins drive P.O. Box 2681, Grand Cayman ky1-1111 Cayman Islands
4. Business scope: mainly engaged in the collaborative disposal of industrial solid and hazardous wastes in cement kilns, energy-saving equipment manufacturing, new energy anode and cathode materials, lithium battery recycling, port logistics and new building materials.
5. Equity structure: conch venture has no actual controller. The largest shareholder is Anhui Conch Venture Capital Co., Ltd., with 126651560 shares, with a shareholding ratio of 6.93%.
The main shareholders of Anhui Conch Venture Capital Co., Ltd. are as follows:
No. shareholder name shareholding ratio (%)
1. Trade union membership of Anhui Conch Group Co., Ltd. 82.93%
2 trade union committee of Anhui Ningguo Cement Plant 6.67%
3 trade union committee of Anhui Baimashan cement plant 5.45%
4 Wuhu Conch Profiles And Science Co.Ltd(000619) trade union committee 2.05%
6. Main financial indicators of the latest year: as of December 31, 2020, conch entrepreneurship had total assets of 54327572000 yuan and net assets of 3856498500 yuan; In 2020, the operating income of conch entrepreneurship was 6604.573 million yuan and the net profit was 7617.627 million yuan.
7. Main business and development status: conch venture was listed on the main board of the stock exchange of Hong Kong on December 19, 2013 (Stock Code: 00586. HK). It is a large enterprise group providing "package" solutions for energy conservation and environmental protection. Its industry involves four categories: energy conservation, environmental protection, new building materials and port logistics. Its business covers domestic waste treatment, solid and hazardous waste disposal Black and odorous water treatment, new energy anode and cathode materials, lithium battery recovery, new building materials, port trade, waste heat power generation, high-efficiency and energy-saving vertical mill, etc. Since its listing, conch entrepreneurship has grasped the opportunity of green development vigorously promoted by the state, and the main environmental protection industry has been continuously upgraded in the transformation. It has formed a two wheel drive of two core environmental protection technologies: grate furnace domestic waste incineration power generation and cement kiln collaborative disposal of industrial solid and hazardous wastes. The industry has moved from China to the world and is in a leading position in the environmental protection industry. Conch venture has a large-scale energy-saving and environmental protection technology R & D and equipment manufacturing base in Wuhu, Anhui Province. It is engaged in the R & D and production of waste incineration treatment, solid waste and hazardous waste environmental protection equipment and supporting auxiliary facilities, and provides integrated services for project investment, design, complete equipment, construction, installation and operation management. Conch entrepreneurship takes the environmental protection industry as the main body, actively distributes the field of new energy, and invests in the construction of 500000 ton / year lithium iron phosphate cathode material project and China's first set of CKB lithium battery recycling project in Wuhu Economic and Technological Development Zone. By the end of 2020, conch venture had more than 170 subsidiaries, more than 5400 employees and total assets of more than 54 billion yuan. It has become one of the leading enterprises in China's environmental protection industry. 3、 Basic information of investment object
(I) basic information of the proposed joint venture
1. Company Name: Sichuan Haichuang Shangwei New Energy Technology Co., Ltd. (the final name approved by the industrial and commercial department shall prevail)
2. Registered address: Leshan City, Sichuan Province
3. Registered capital: RMB 500 million
4. Business scope: R & D, production and sales of negative electrode materials for new energy power batteries and energy storage batteries. (the business scope approved by the examination and registration authority shall prevail).
5. Capital contribution and proportion
No. name of shareholder subscribed capital contribution (10000 yuan) contribution proportion
1 China conch venture Holding Co., Ltd. 25500 51%
(or its wholly-owned or holding subsidiary)
2 Sunway Co.Ltd(603333) 24,500 49%
(or its wholly-owned or holding subsidiary)
Total 50000 100%
6. Mode and term of capital contribution
The registered capital of the joint venture company shall be contributed by both parties in cash at the price of 1 yuan per registered capital
Capital contribution in place. (1) The initial contribution shall be 30% of the registered capital of the joint venture, and the business license shall be obtained in the joint venture
Within the next three months, both parties shall pay in full, that is, the initial contribution of conch entrepreneurship is RMB 76.5 million, Sunway Co.Ltd(603333)
The initial contribution is 73.5 million yuan. (2) The remaining 70% of the capital shall be negotiated by both parties according to the progress of the project
And determine the time limit for capital contribution.
7. Source of project funds
(1) Source of project funds
Unit: 10000 yuan
Total investment of construction projects, capital of the company, external financing and others
Subtotal of conch entrepreneurship Sunway Co.Ltd(603333) of power storage battery cathode material integration project
40000 ton project in the first phase 160000 25500 24500 50000 110000
(2) Cost details and payment schedule of construction funds for the first phase of the project
Unit: 10000 yuan
Expense details expense amount 2022 2022 2022 2023 2023 2023 2023 2024 (tax included) second quarter third quarter fourth quarter first quarter second quarter third quarter fourth quarter and beyond
Equipment purchase cost 60417.39 5437.56 8856.51 9670.31 3223.44 19864.18 1590.68 5732.97 6041.74
Main material cost 17820.27 0.00 3686.84 6949
