Stock Code: 603799 stock abbreviation: Zhejiang Huayou Cobalt Co.Ltd(603799) Announcement No.: 2022-005 Zhejiang Huayou Cobalt Co.Ltd(603799)
Announcement on capital increase and construction of phase II project of the joint venture
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 note: the names of the proposed capital increase targets: Zhejiang Huayou POSCO new energy materials Co., Ltd. (hereinafter referred to as "Huayou POSCO") and Zhejiang Puhua new energy materials Co., Ltd. (hereinafter referred to as "Puhua company"). Capital increase amount: Huayou POSCO plans to increase the registered capital by 1445.32 million yuan. Zhejiang Huayou New Energy Technology Co., Ltd. (hereinafter referred to as "Huayou new energy") and POSCO chemical of Korea Co., Ltd. (hereinafter referred to as "POSCO chemical") plan to increase the capital of Huayou POSCO respectively, of which Huayou new energy increases the capital by 867.19 million yuan, POSCO chemical increased its capital by 578.13 million yuan; After the capital increase, the registered capital of Huayou POSCO will increase from 336 million yuan to 178.132 million yuan, and Huayou new energy, POSCO and POSCO chemical will hold 60%, 7.54% and 32.46% of the equity of Huayou POSCO respectively;
Puhua company plans to increase the registered capital by 163769 million yuan. Huayou new energy and POSCO chemical plan to increase the capital of Puhua company respectively, of which Huayou new energy will increase the capital by 65.08 million yuan and POSCO chemical will increase the capital by 98.261 million yuan. After the capital increase, the registered capital of Puhua company will increase from 310 million yuan to 1947.69 million yuan. Huayou new energy, POSCO and POSCO chemical will hold 40%, 9.55% and 50.45% of the equity of Puhua company respectively. Special risk tips:
1. The capital increase needs to go through relevant formalities such as filing and registration of changes in the industrial and commercial registration information of foreign-invested enterprises, and there is still uncertainty whether it can be successfully completed.
2. This capital increase is an arrangement made by the company in accordance with the medium and long-term development plan. The construction time span of the project is long. In the process of project construction, there are major changes in Chinese and foreign markets, industrial policies, processes and technologies
The possibility of change, and there are various unforeseen factors or force majeure factors, which may lead to the risk that the project construction, production line certification and capacity release progress do not meet the expectations.
1、 Overview of foreign investment
(I) basic information of foreign investment
On January 19, 2022, Huayou new energy, the holding subsidiary of Zhejiang Huayou Cobalt Co.Ltd(603799) (hereinafter referred to as " Zhejiang Huayou Cobalt Co.Ltd(603799) " or "the company"), signed the shareholders' agreement of Huayou Posco and the shareholders' agreement of Puhua company with Posco and POSCO chemical. Huayou new energy and POSCO chemical plan to increase the capital of Huayou Posco and Puhua company respectively.
Huayou POSCO plans to increase the registered capital by 1445.32 million yuan. Huayou new energy and POSCO chemical plan to increase the capital of Huayou POSCO respectively, including 867.19 million yuan for Huayou new energy and 578.13 million yuan for POSCO chemical; After the capital increase, the registered capital of Huayou POSCO will increase from 336 million yuan to 178.132 million yuan, and Huayou new energy, POSCO and POSCO chemical will hold 60%, 7.54% and 32.46% of the equity of Huayou POSCO respectively;
Puhua company plans to increase the registered capital by 163769 million yuan. Huayou new energy and POSCO chemical plan to increase the capital of Puhua company respectively, of which Huayou new energy will increase the capital by 65.08 million yuan and POSCO chemical will increase the capital by 98.261 million yuan. After the capital increase, the registered capital of Puhua company will increase from 310 million yuan to 1947.69 million yuan. Huayou new energy, POSCO and POSCO chemical will hold 40%, 9.55% and 50.45% of the equity of Puhua company respectively.
(II) review procedure
The capital increase has been deliberated and approved at the 27th meeting of the Fifth Board of directors of the company. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the articles of association and the authorization management system, this capital increase is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
(III) this capital increase does not belong to related party transactions, nor does it constitute a major asset reorganization.
2、 Basic information of the subject of the investment agreement
(Ⅰ)POSCO
1. Company name: POSCO
2. Nature of enterprise: joint stock limited company
3. Registered address: 6261, east coast, Pohang Shinan District, Gyeongsang Hokkaido, Korea
4. Legal representative: Kwon Oh Joon
5. Registered capital: 482403 million won
6. Date of establishment: April 1, 1968
7. Business scope: production and sales of hot rolling, wire rod, electrical steel, steel sector, stainless steel and other steel materials.
8. Shareholder composition: national pension service holds 9.75% and Citibank N.A holds 7.3% (as of September 30, 2021)
As of September 30, 2021, POSCO has total assets of 90135057 million won and net assets of 53521314 million won; From January to September 2021, the operating revenue was 54998072 million won and the net profit was 5573570 million won. (Unaudited)
(Ⅱ)POSCO CHEMICAL
1. Company name: POSCO Chemical Co., Ltd
2. Nature of enterprise: joint stock limited company
3. Place of registration: 1 / F, 110 Xingang Road, poshang Shinan District, Gyeongsang North Road, Korea (Qinglin cave)
4. Legal representative: Min kyungzoon
5. Registered capital: 38732 million won
6. Date of establishment: May 13, 1971
7. Business scope: Refractory for refractory bricks and similar structures, industrial materials / chemicals / inorganic fertilizers, lime products, powdered limestone / carbon fiber and other carbon products / general construction engineering, refractory construction and maintenance, construction, industrial furnace / other processing
8. Shareholder composition: POSCO holds 59.7% and POSTECH holds 2.8%.
(as of September 30, 2021)
As of September 30, 2021, POSCO chemical has total assets of 3767113 million won and net assets of 2369345 million won; From January to September 2021, the operating revenue was 1452194 million won and the net profit was 114696 million won. (Unaudited)
(III) Huayou new energy
1. Company name: Zhejiang Huayou New Energy Technology Co., Ltd
2. Nature of enterprise: other limited liability companies
3. Registration place: 301 room, 14 building, 98 Wutong Road, Tongxiang, Jiaxing, Zhejiang.
4. Legal representative: Chen Xuehua
5. Registered capital: 1740 million yuan
6. Date of establishment: April 8, 2018
7. Business scope: technology development, technology transfer, technical consultation and technical services in the field of new energy science and technology; Sales of ternary cathode materials and precursors, lithium cobaltate, cobalt trioxide and lithium iron phosphate; Import and export of goods and technology; Commission agency; Freight: Ordinary freight. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Composition of shareholders: Zhejiang Huayou Cobalt Co.Ltd(603799) holds 40.23%, and 9 entities such as Citic Securities Company Limited(600030) Investment Co., Ltd. hold 59.77% in total.
As of September 30, 2021, Huayou new energy had total assets of RMB 1996511700 and net assets of RMB 1857091100; From January to September 2021, the company realized an operating revenue of RMB 4.4602 million and a net profit of RMB 144.2017 million. (Unaudited)
3、 Basic information of investment object
(I) Huayou POSCO
1. Zhejiang Huayou POSCO new energy materials Co., Ltd
2. Legal representative: Chen Yaozhong
3. Enterprise type: limited liability company (Sino foreign joint venture)
4. Registered address: No. 1038, Gaoxin West Third Road, Tongxiang Economic Development Zone, Tongxiang City, Jiaxing City, Zhejiang Province
5. Registered capital: 336 million yuan (before this capital increase)
6. Business scope: R & D, production and sales of ternary cathode materials and precursors, lithium cobaltate, cobalt trioxide, lithium iron phosphate and sodium sulfate; Technology development, technology transfer, technical consultation and technical services in the field of new energy science and technology; Import and export of goods and technology; Commission agency; Freight: Ordinary freight; House leasing; Mechanical equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Financial situation
As of December 31, 2020, the total assets of huayoupu project were 433692600 yuan, the net assets were 332088500 yuan, the operating income was 12773400 yuan, and the net profit was -3874800 yuan. (audited)
As of September 30, 2021, the total assets of huayoupu project are 706129600 yuan, the net assets are 311423400 yuan, the operating income is 115.8117 million yuan, and the net profit is - 20.6651 million yuan. (Unaudited) 8. Equity ratio:
Huayou new energy and POSCO chemical plan to increase the capital of Huayou POSCO. Before and after this capital increase, the specific shareholders of Huayou POSCO are as follows:
Before and after capital increase
Name of shareholder
Contribution amount (10000 yuan) contribution proportion (%) contribution amount (10000 yuan) contribution proportion (%)
Huayou new energy 20160 106879 60
POSCO 13,440 40 13,440 7.54
POSCO CHEMICAL 0 0 57,813 32.46
Total 33600 100 178132 100
(II) Puhua company
1. Zhejiang Puhua new energy materials Co., Ltd
2. Legal representative: Chen Yaozhong
3. Enterprise type: limited liability company (Sino foreign joint venture)
4. Registered address: No. 1060, Gaoxin West Third Road, Tongxiang Economic Development Zone, Tongxiang City, Jiaxing City, Zhejiang Province
5. Registered capital: 310 million yuan (before this capital increase)
6. Business scope: general items: production and sales of ternary cathode materials and precursors, lithium cobaltate, cobalt trioxide and lithium iron phosphate; Technology development, technology transfer, technical consultation and technical services in the field of new energy science and technology; Import and export of goods and technology; Commission agency; Freight: Ordinary freight. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Financial situation
As of December 31, 2020, Puhua company had total assets of 456791900 yuan, net assets of 308870200 yuan, operating income of 257997400 yuan and net profit of 5460400 yuan. (audited) as of September 30, 2021, Puhua company had total assets of RMB 423122300, net assets of RMB 32454900, operating income of RMB 400.9516 million and net profit of RMB 15.6348 million. (Unaudited)
8. Equity ratio:
Huayou new energy and POSCO chemical plan to increase the capital of Puhua company. Before and after this capital increase, the specific shareholders of Puhua company are as follows:
Before and after capital increase
Name of shareholder
Contribution amount (10000 yuan) contribution proportion (%) contribution amount (10000 yuan) contribution proportion (%)
Huayou new energy 12400 40 77908 40
POSCO 18,600 6
