Yunnan Energy New Material Co.Ltd(002812)
Announcement on the signing of 2022 Guarantee Framework Agreement by holding subsidiaries
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.
Special tips:
1. This Agreement shall come into force as of the date when it is signed and sealed by both parties. During the implementation of this agreement, there are uncertainties or risks in laws, regulations, policies, performance capacity, technology, market and so on. At the same time, it may also face risks caused by major changes in the external macro environment, unexpected events and other force majeure factors.
2. This agreement is the company’s daily operation agreement. The smooth performance of this agreement will have a positive impact on the company’s operating performance in 2022.
3. See “VI. other relevant instructions” in this announcement for the details of framework agreements or intentional agreements disclosed by the company in the last three years.
1、 Contract signing overview
Shanghai Enjie New Material Technology Co., Ltd. (hereinafter referred to as “Shanghai Enjie”), a holding subsidiary of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”), and China Innovation Aviation Technology Co., Ltd. (hereinafter referred to as “China Innovation aviation”) signed the 2022 Guarantee Framework Agreement (hereinafter referred to as “the agreement”) in Shanghai on January 19, 2022, In order to ensure the stable procurement of China Innovation airlines and the supply of Shanghai Enjie, China Innovation Airlines promised to purchase from Shanghai Enjie in 2022, and Shanghai Enjie promised to supply lithium battery isolation film with an amount of no more than RMB 2.5 billion to China Innovation airlines. China Innovation Airlines paid an advance payment of RMB 100 million to Shanghai Enjie.
There is no affiliated relationship between the company and China Innovation airlines. The signing of this Agreement does not involve affiliated transactions, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The signing of this agreement is the daily business activities of the company and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of partners
1. Company name: zhongchuangxin Aviation Technology Co., Ltd
2. Unified social credit Code: 91320413ma1mcga52k
3. Type: joint stock limited company (unlisted)
4. Registered address: No. 1, Jiangdong Avenue, Jintan District, Changzhou
5. Legal representative: Liu Jingyu
6. Registered capital: 1506456558 yuan
7. Date of establishment: December 8, 2015
8. Main business: research, production, sales and market application development of lithium electronic power battery, battery management system (BMS), energy storage battery and related integrated products and lithium battery materials; Sales of new energy vehicles and spare parts; Car rental services; Sales, installation and maintenance of charging pile and charging equipment; Construction and operation of charging and replacement facilities for new energy vehicles; Research and development of lithium ion battery recycling technology; Development of battery recycling, sales and market application technology; Research and development of battery energy storage technology and design, manufacturing, construction, sales and leasing of energy storage power station; Road general cargo transportation; Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
9. As of the disclosure date of this announcement, the company has not had any other similar transactions with China Innovation airlines and its subsidiaries in the last three fiscal years.
10. Analysis of performance ability: China Innovation Airlines is a well-known lithium battery manufacturer in China. Combined with its credit status and payment ability, the company believes that it has good reputation and performance ability.
3、 Main contents of the contract
1. In 2022, China Innovation Airlines promised to purchase lithium battery isolation film from Shanghai Enjie according to the agreed amount, and Shanghai Enjie promised to supply lithium battery isolation film to China Innovation Airlines according to the above agreed amount.
2. After the signing of this agreement, the specific transactions between both parties shall be subject to the order issued by China Innovation airlines with the special seal for contract of both parties, which covers the specific quantity, specification, delivery time, price, payment and settlement method; This agreement is signed for the guaranteed supply of the whole year. The specific supply of each month shall be adjusted according to the actual demand, and the adjustment range shall not exceed ± 10% of the guaranteed supply of the current month.
3. In order to implement this agreement, China Innovation airlines shall pay an advance payment of RMB 100 million to Shanghai Enjie within the agreed time. In 2022, the total purchase price of Zhongchuang Chuang voyage to Shanghai Enjie is expected to be within RMB 2.5 billion, and the actual amount is subject to the final actual transaction volume of both parties.
4. Liability for breach of contract: in accordance with relevant provisions of the civil code of the people’s Republic of China and relevant agreements and other documents signed by both parties. If China Innovation Airlines delays in paying the payment for goods to Shanghai Enjie, Shanghai Enjie has the right to stop receiving the new purchase order of China Innovation airlines and suspend the supply, and resume after China Innovation Airlines pays the full payment as agreed. All responsibilities arising therefrom shall be borne by China Innovation airlines.
5. Effectiveness of the agreement: this Agreement shall come into force as of the date when it is signed and sealed by both parties.
6. Term of validity: from the date of signing to December 31, 2022.
4、 Impact of contract signing on the company
1. The smooth implementation of the above agreement is expected to have a positive impact on the company’s operating performance in 2022. The specific accounting treatment and impact on the company’s performance in that year shall be subject to the results confirmed by the audit institution after annual audit.
2. The signing of this agreement between Shanghai Enjie and China Innovation aviation new is a normal business behavior. The transaction pricing follows the principle of market fairness, and there is no situation that damages the interests of the company and minority shareholders.
3. The signing and performance of the above agreements have no significant impact on the independence of the company, and the main business of the company will not form business dependence due to the performance of the above contracts.
5、 Risk tips
During the execution of this agreement, there are uncertainties or risks in laws, regulations, policies, performance capacity, technology, market and other aspects. At the same time, it may also face risks caused by major changes in the external macro environment, unexpected events and other force majeure factors. Please invest rationally and pay attention to investment risks.
6、 Other relevant instructions
1. The company has disclosed the framework agreement or intentional agreement in the last three years
(1) In May 2019, the company’s holding subsidiary Shanghai Enjie New Material Technology Co., Ltd. (hereinafter referred to as “Shanghai Enjie”) signed a purchase and sales contract with LG Chem, Ltd. based on the willingness of both parties, in order to achieve sustained and stable long-term cooperation, the company signed a purchase and sales contract on the procurement of lithium battery isolation membrane products, with a total contract amount of no more than US $617 million, The contract term is 5 years. For details, see the announcement on signing major contracts with the holding subsidiary Shanghai Enjie New Material Technology Co., Ltd. (Announcement No.: 2019-061) disclosed by the company on May 20, 2019. During the normal development of the agreement, there is no failure to meet the expectations.
(2) On June 9, 2021, Shanghai Enjie and ultium cells, LLC signed generaltermsand conditions and agreed that from the date of signing the contract to the end of 2024, ultium cells, LLC would purchase more than US $258 million lithium battery isolation membrane from Shanghai Enjie.
For details, see the announcement on signing major contracts with the holding subsidiary Shanghai Enjie New Material Technology Co., Ltd. (Announcement No.: 2021-096) disclosed by the company on June 11, 2021. During the normal development of the agreement, there is no failure to meet the expectations.
(3) On October 27, 2021, the company and Yuxi Municipal People’s government signed the strategic cooperation framework agreement in Yuxi City, which agreed that both parties should cooperate together to give full play to their respective advantages and jointly introduce positive and negative battery materials, diaphragms Electrolyte and other battery materials and battery manufacturers. For details, see the announcement on signing the strategic cooperation framework agreement with Yuxi Municipal People’s Government (Announcement No.: 2021-169) disclosed by the company on October 28, 2021. The agreement aims to guide both parties to carry out and promote their work in an orderly manner. It is a preliminary work achievement of cooperation between both parties and a guiding framework agreement for cooperation between both parties. The agreement is in normal progress and does not fall short of expectations.
(4) In January 2022, Shanghai Enjie signed a production and pricing contract for lithium battery isolation membrane products with an overseas large vehicle enterprise, which agreed that Shanghai Enjie and its subsidiaries would guarantee the supply quantity of no more than 1.65 billion square meters to the cooperative customers in 2022-2024; From 2025, Shanghai Enjie and its subsidiaries guarantee that the supply quantity will not exceed 900 million square meters / year. The actual purchase quantity shall be subject to the purchase order issued by the cooperative customer and its authorized party, and the sales price shall be implemented according to the price agreed in the agreement. For details, see the announcement on signing major contracts with the holding subsidiary Shanghai Enjie New Material Technology Co., Ltd. (Announcement No.: 2022-006) disclosed by the company on January 15, 2022. During the normal development of the agreement, there is no failure to meet the expectations.
(5) On August 4, 2019, the company and Suzhou Victory Precision Manufacture Co.Ltd(002426) signed the framework agreement on equity transfer of Suzhou Jieli new energy materials Co., Ltd., and the company reached a preliminary intention to transfer 100% equity of Suzhou Jieli held by Suzhou Victory Precision Manufacture Co.Ltd(002426) in cash, For details, see the announcement on signing the equity transfer framework agreement between the company and Suzhou Victory Precision Manufacture Co.Ltd(002426) Suzhou Jieli new energy materials Co., Ltd. (Announcement No.: 2019-113) disclosed by the company on August 5, 2019. The matter has been completed and there is no failure to meet expectations.
(6) On April 24, 2020, the company signed the framework agreement on equity transfer of Shanghai Enjie New Material Technology Co., Ltd. with Yin Hongqiang and Tan Kim chwee, and the company acquired 4.30% equity and 0.84% equity of Shanghai Enjie held by Tan Kim chwee and Yin Hongqiang respectively with its own and self raised funds. For details, see the announcement on signing the equity transfer framework agreement with the shareholders of Shanghai Enjie New Material Technology Co., Ltd. (Announcement No.: 2020-075) disclosed by the company on April 27, 2020. The matter has been completed and there is no failure to meet expectations.
(7) On August 7, 2020, the company and Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. signed the agreement on cooperation intention of Chongqing Yunnan Yuntianhua Co.Ltd(600096) newmi Technology Co., Ltd, The company purchased 159360000 shares of Chongqing Yunnan Yuntianhua Co.Ltd(600096) newmi Technology Co., Ltd. (54.76% of its total share capital) held by Yunnan Yuntianhua Co.Ltd(600096) group through legally established property right trading institutions with its own and self raised funds. For details, see the announcement on signing the cooperation intention agreement between the company and Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. (Announcement No.: 2020-131) disclosed by the company on August 8, 2020. The matter has been completed and there is no failure to meet expectations.
(8) On August 2, 2021, the company signed the framework agreement on the acquisition of Suzhou Fuqiang Technology Co., Ltd. and JOT Automation Ltd. with Li Xiaoming (on behalf of Li Xiaoming family), Suzhou Victory Precision Manufacture Co.Ltd(002426) , Suzhou Fuqiang Technology Co., Ltd., Shengli Technology (Hong Kong) Co., Ltd. and JOT Automation Ltd, For details, see the announcement on the proposed signing of the framework agreement on the acquisition of Suzhou Fuqiang Technology Co., Ltd. and jotautomation Ltd and related party transactions with Li Xiaoming family members, Suzhou Victory Precision Manufacture Co.Ltd(002426) and their subsidiaries (Announcement No.: 2021-129) disclosed by the company on August 3, 2021. On September 15, 2021, the company, members of the Li Xiaoming family, the actual controller of the company, and their designated third party signed the equity transfer agreement with Suzhou Victory Precision Manufacture Co.Ltd(002426) , which has been deliberated and adopted at the fifth extraordinary general meeting of shareholders in 2021, For details, see the announcement on the signing of equity transfer agreement and related party transactions between the company and Li Xiaoming family members, Suzhou Victory Precision Manufacture Co.Ltd(002426) and their subsidiaries (Announcement No.: 2021-152) and the announcement on the resolution of the fifth extraordinary general meeting in 2021 (Announcement No.: 2021-165) disclosed by the company on September 16, 2021. The relevant joint venture Suzhou Jiesheng Technology Co., Ltd. was established in October 2021. The company holds 10% of its equity and completes the paid in obligation of RMB 110 million in November 2021. See the details of the company on October 30, 2021 Announcement on progress of signing equity transfer agreement and related party transactions between the company and Li Xiaoming family members, Suzhou Victory Precision Manufacture Co.Ltd(002426) and their subsidiaries (Announcement No.: 2021-171) and announcement on progress of signing equity transfer agreement and related party transactions between the company and Li Xiaoming family members, Suzhou Victory Precision Manufacture Co.Ltd(002426) and their subsidiaries (Announcement No.: 2021-196) disclosed on November 24, 2021.
(9) The company signed the framework agreement on acquisition and purchase of equity of Shanghai Enjie New Material Technology Co., Ltd. and the framework agreement on issuance of shares and payment of cash to purchase assets with Yan Ma and Alex Cheng on June 15, 2021 and June 22, 2021 respectively. The company plans to purchase Yan Ma and Alex Cheng by issuing shares and paying cash Alex Cheng holds 3.25% equity and 1.53% equity of Shanghai Enjie. For details, see the plan for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Announcement No.: 2021-106) disclosed by the company on June 23, 2021. At the 38th meeting of the 4th board of directors held on November 21, 2021, the company deliberated and adopted the proposal on terminating the issuance of shares, paying cash to purchase assets, raising supporting funds and related party transactions. For the termination of the transaction, see the details disclosed by the company on November 23, 2021
