Securities code: 000049 securities abbreviation: Shenzhen Desay Battery Technology Co.Ltd(000049) Announcement No.: 2022-003 Shenzhen Desay Battery Technology Co.Ltd(000049)
Announcement on signing the park entry agreement for energy storage cell project
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
In order to promote the implementation of the company's strategic plan, improve the company's industrial layout and speed up the development of energy storage related businesses, Shenzhen Desay Battery Technology Co.Ltd(000049) (hereinafter referred to as "the company") deliberated and approved the proposal on the establishment of holding subsidiaries to carry out energy storage cell business at the sixth (Interim) meeting of the 10th board of directors, and plans to establish holding subsidiaries in joint venture with relevant parties, Carry out energy storage cell business. For details, please refer to the announcement on the proposed joint venture to establish a holding subsidiary to carry out energy storage cell business published in the securities times and cninfo online on December 17, 2021 with Announcement No. 2021-081.
On January 20, 2022, the company signed the agreement on the entry of Shenzhen Desay Battery Technology Co.Ltd(000049) energy storage cell project with the Management Committee of Wangcheng economic and Technological Development Zone, established a holding subsidiary in Changsha Wangcheng economic and Technological Development Zone to build " Shenzhen Desay Battery Technology Co.Ltd(000049) energy storage cell project". The project plans to invest 7.5 billion yuan in fixed assets, The energy storage cell project headquarters, R & D center and production center with a capacity of 20gwh are arranged in three phases.
2、 Relevant investment decision-making procedures
On the morning of January 20, 2022, the seventh (Interim) meeting of the 10th board of directors of the company considered and adopted the proposal on signing the park entry agreement for Shenzhen Desay Battery Technology Co.Ltd(000049) energy storage cell project. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
3、 Basic information of counterparty
1. Company name: Management Committee of Wangcheng economic and Technological Development Zone
2. Nature: local government agency
3. Address: No. 1, Tongxin Road, Maqiaohe village, Baishazhou street, Wangcheng District, Changsha
4. Related relationship: the Management Committee of Wangcheng economic and Technological Development Zone is not a dishonest executee, and has no related relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers.
4、 Main contents of the agreement
(I) parties
Party A: Management Committee of Wangcheng economic and Technological Development Zone
Party B: Shenzhen Desay Battery Technology Co.Ltd(000049)
(II) main contents of the agreement
1. Project Name: Shenzhen Desay Battery Technology Co.Ltd(000049) energy storage cell project.
2. Investment scale and construction content: the project plans to invest 7.5 billion yuan in fixed assets, and arrange the energy storage cell project headquarters, R & D center and production center with a capacity of 20gwh in three phases. Among them, the investment in phase I of the project is 1.6 billion yuan to build a 4gwh energy storage cell project, which is expected to achieve an annual output value of 2.244 billion yuan after fully put into operation (hereinafter referred to as "phase I of the project"); The second phase of the project invests 2.95 billion yuan to build an 8gwh energy storage cell project (hereinafter referred to as "phase II of the project"); The third phase of the project invests 2.95 billion yuan to build an 8gwh energy storage cell project (hereinafter referred to as "the third phase of the project"). After the project is fully completed, it is expected to achieve an annual output value of 12 billion yuan.
3. Project area and location: the total net land area of the project is about 863 mu, including 196 mu in phase I. the recommended site is located in the north of Chigang Road, the south of nanzhutang Road, the west of Guoliang South Road and the east of duanjiachong road; The net land for phase II of the project is 467 mu, and the recommended site is located in the west of Guoliang South Road, the south of Shichang Railway and the north of nanzhutang road; The net land for phase III of the project is about 200 mu, and Party A shall separately recommend the location according to the needs of Party B. Party A shall ensure that the land plots recommended in phase I to phase III of the project can meet the land needs of Party B for the layout of the construction contents described in Article 2 of this agreement.
The nature of the above land is industrial land, and the transfer period of state-owned land use right is 50 years. The final area, location and use authority shall be subject to the real estate property right certificate issued by the natural resources and planning department.
4. Input output index requirements: the proposed investment intensity shall not be less than 4 million yuan / mu, the annual output value of each phase shall not be less than 8 million yuan / mu five years after completion and operation, and the tax shall not be less than 400000 yuan / mu.
5. Cooperation mode: in order to reduce Party B's early investment and support the rapid implementation and operation of the project, Party A shall establish a platform company (hereinafter referred to as "platform company", and the specific company name shall be subject to the verification and registration of the newly incorporated company) to be responsible for the delisting and agent construction of phase I land of the project, The state-owned land use right and agent construction part of the land for phase I of the project shall be repurchased by Party B at one time within 5 years after completion and delivery to Party B. Phase II and phase III of the project shall be acquired and constructed by Party B, and Party A shall provide corresponding services to Party B in this process.
6. Development and construction cycle: phase I of the project will strive to be officially put into operation in the first quarter of 2023. During the construction of phase I of the project, Party A supports Party B to lease the first floor of Building 2, intelligent terminal accessories Industrial Park of Changsha ZHENWANG Investment Development Co., Ltd. (hereinafter referred to as "ZHENWANG company") as a transition plant for product R & D, trial production and other contents. Phase II of the project strives to provide land in December 2022 and deliver the land in June 2023 at the latest. Party A reserves the recommended site for Party B until December 2025. Phase III of the project strives to provide land in June 2025 and deliver the land in December 2025 at the latest. Party A reserves the recommended site for Party B until December 2027. If the land acquisition or approval procedures of the project are delayed due to Party A (including platform company), the construction and development cycle of the project shall be postponed accordingly; If the project cannot be started, completed and put into operation normally due to the delay of project design due to Party B, Party A shall issue a written opinion, and the construction and development cycle of the project can be postponed accordingly.
7. Responsibilities and obligations of Party A
(1) Party A is responsible for coordinating the subordinate platform companies to complete the delisting of the land use right of phase I of the project and the agent construction of plants, power centers and supporting houses according to the standards agreed by both parties.
(2) Party A is responsible for coordinating ZHENWANG company to provide transition plant to Party B in accordance with the agreement.
(3) Party A implements the "one-stop service" in the process of Party B's handling the relevant entry procedures such as the establishment of the project, industrial and commercial tax registration, environmental assessment and safety assessment, and assists Party B in contacting and coordinating the work of relevant administrative examination and approval departments.
(4) Party A is responsible for implementing relevant preferential policies to ensure that Party B's project is promoted on schedule.
(5) Party A is responsible for the external coordination of the project construction and provides a good surrounding environment to ensure the smooth implementation of the project.
(6) Under special circumstances, if the authority takes back the right to use the state-owned construction land of the project in advance according to the needs of social and public interests, Party A shall report for approval in accordance with legal procedures and according to the above ground buildings Land users shall be compensated for the value of structures and their ancillary facilities, the assessed market price of the use right of state-owned construction land in the remaining years and the direct losses recognized by both parties.
8. Responsibilities and obligations of Party B
(1) Party B promises to register and establish a holding subsidiary with independent legal personality in "Wangcheng Economic Development Zone" within 60 days after the signing of this Agreement (the holding proportion is required to reach 70%, hereinafter referred to as the "new company") to be fully responsible for the construction and operation of the project, handle the business license and tax registration, and Party B guarantees the production The taxes on operation and sales shall be paid in the place where Party A is located. Within 15 days after Party B's newly established company obtains the formal industrial and commercial business license, Party B and the newly established company shall clarify to Party A in the form of formal letter that the rights and obligations of this Agreement shall be inherited by the newly established company. Without the written consent of Party A, Party B and the newly established company have no right to transfer or transfer any rights and obligations under this agreement to other third parties. Party B guarantees that the project will be operated and managed in accordance with laws and regulations and will not change the tax registration place within 15 years after the actual operation.
(2) Party B shall be responsible for providing project initiation, feasibility study, environmental impact assessment, safety assessment, energy assessment and other materials, and bear all expenses. Relevant procedures shall be organized by Party A on behalf of Party A.
(3) Party B promises to formulate the planning and construction scheme, development and utilization according to the land use, plot ratio, investment amount and construction content of the project agreed in this agreement, and shall not change it without authorization. Party B shall construct and put into operation in accordance with the "development and construction cycle" agreed in this agreement. The newly-built buildings, structures and their ancillary facilities within the parcel of land under this Agreement shall comply with the planning conditions for transferring the parcel of land determined by the specification management department of the municipal (county, district) government.
(4) Party B promises to implement the responsibilities of environmental protection and safety production in accordance with the relevant national laws and regulations, and implement the three simultaneous construction of safety production and occupational health and environmental protection. After the project is put into operation, if environmental pollution and safety accidents are caused by Party B's production and life, Party B shall be responsible for treatment and bear corresponding responsibilities.
(5) Party B promises to establish a special team to connect with Party A and the platform company after the signing of this Agreement and participate in the project construction in the whole process.
(6) Party B promises to cooperate with Party A in the construction of public facilities or municipal pipelines such as box tower and 5g machine room in the later stage. If it is really necessary to occupy the land within Party B's red line, Party B shall provide the layout location and construction environment free of charge, and cooperate with the ownership or property right unit of street ancillary facilities to do the follow-up maintenance and management work.
(7) The land used for the project clearly defines the production and operation (construction) contents as: to build the R & D, production and sales base related to energy storage cell, energy storage cell packaging and energy products, including plant, laboratory, shift room, canteen, office space and supporting facilities. Within 5 years after the project is put into operation, Party B shall not change the production and operation project without the consent of Party A The land and buildings shall not be leased or transferred to the outside world, or the land use right of the project shall not be transferred in a disguised form in the form of equity transfer, creation of guarantee, etc.
(8) Party B promises to pay the site rent on schedule and buy back the agent plant, complex building and supporting facilities by acquiring 100% equity of the platform company within 5 years after the platform company delivers the agent plant, complex building and supporting facilities.
(9) If Party B fails to buy back the phase I land, agent plant, power center and supporting house of the project upon expiration, Party B shall have the right to take away the additional movable assets, facilities and equipment when withdrawing the lease, and shall not claim compensation from Party A and the platform company for any decoration expenses increased by Party B; If Party B causes damage to the original house and facilities, it shall be restored to the original state at the time of delivery.
(10) Since the fifth fiscal year from the year when each phase of the project is put into operation, the actual tax and surcharges paid by Party B in the place where Party A is located (including the personal income tax paid by Party B's employees in the place where Party A is located, excluding Party B's import and export tax rebate) do not meet the requirement of 400000 yuan / mu agreed in this Agreement (calculated according to the net land area of the project), Then Party B shall not enjoy the relevant industrial support policies of the state, province, city, district and park other than the project agreement in the current year.
9. Support for equity Repurchase: when Party B's newly established company is registered, Party A agrees to participate in the newly established company through its subordinate group company or in the form of industrial master fund, and the paid in capital contribution shall not exceed 150 million yuan. Party A and Party B shall pay the registered capital in equal proportion in the same period according to the equity proportion of the newly established company held by them. Within 3 years from the date of completion of Party A's paid in capital contribution, the senior management team or enterprise designated by Party B shall repurchase the shares held by Party A at an annualized fixed interest rate of 3%. If Party B fails to repurchase within the time limit, Then Party A may transfer the shares held by such funds by listing according to the market-oriented principle. For specific matters, Party B shall separately sign an equity investment agreement with Party A's subordinate group company or industrial master fund.
10. Industrial support: as Party B is a leading enterprise in the lithium battery industry, with mature brand and good development prospects, and Party B promises to build the project into an industry benchmark and demonstration enterprise with strong industry influence and demonstration, Party A agrees to introduce and cultivate Party B's project as a key support project in the Park, and provide industrial support policies for each phase of the project.
5、 Purpose of foreign investment, existing risks and impact on the company
1. Purpose of this investment
In order to promote the implementation of the company's strategic plan and improve the company's business layout, the company plans to further expand its business areas, find new profit growth points, improve the company's profitability and comprehensive competitive strength, and create favorable conditions for the company's sustainable development.
2. Risks of this investment
(1) This foreign investment is the extension of the company from the power management system and packaging integration business field to the power cell business field. The project construction, technology development, product manufacturing and market promotion of the newly established company still need a certain period of time, and there are certain uncertainties.
(2) After the establishment of the new company, it may face macroeconomic, policy, industry cycle, market changes, internal management and other risks in the business process, and there is uncertainty in the future operation.
(3) If the implementation conditions such as national or local policy adjustment and project filing change, the performance of the agreement and the implementation of the project may have the risk of change, postponement, suspension or termination.
(4) The project investment amount, construction period and other values in the agreement are planned or estimated. In view of the certain uncertainty in the land delivery schedule, delivery time and completion time of relevant approval matters, and various uncertain factors may be faced in the process of project construction, which will lead to whether the project can be completed within the construction period agreed in the agreement, There is great uncertainty.
3. Impact of this investment on the company
The establishment of a holding subsidiary and the signing of the project entry agreement will not have a significant adverse impact on the company's financial situation and operating results. The joint venture to establish a holding subsidiary to carry out the energy storage cell business will further improve the company's industrial layout and play a positive role in promoting the future development of the company's energy storage battery business, without damaging the interests of the company and all shareholders.
6、 Documents for future reference
1. Resolution of the 7th (Interim) meeting of the 10th board of directors
2. Agreement on park entry of Shenzhen Desay Battery Technology Co.Ltd(000049) energy storage cell project
It is hereby announced
Shenzhen Desay Battery Technology Co.Ltd(000049) board of directors January 21, 2022
