Securities code: 000546 securities abbreviation: Jinyuan Ep Co.Ltd(000546) Announcement No.: 2022-015 Jinyuan Ep Co.Ltd(000546)
Announcement on the signing of strategic cooperation agreement by the company
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.
Special tips:
1. The company has signed the strategic cooperation agreement with Guizhou Hengda mining Holding Co., Ltd. (hereinafter referred to as “Hengda mining”). As a framework agreement to promote bilateral cooperation, the relevant cooperation matters are still uncertain. Please pay attention to the investment risks.
2. This agreement is the basic document for both parties to sign relevant project cooperation agreements in the future. The signing matters of this Agreement do not need to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval, and do not constitute related party transactions and major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. The company will perform the obligation of information disclosure according to the follow-up cooperation progress.
3. See “v. 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、 Transaction overview
Jinyuan Ep Co.Ltd(000546) (hereinafter referred to as “the company”) signed the strategic cooperation agreement with Guizhou Hengda mining Holding Co., Ltd.
The purpose of signing this agreement is to give full play to their respective advantages in capital, resources, technology, market and talents, establish strategic friendly cooperative relations, jointly promote the deep processing of new energy lithium battery materials, and jointly find and develop salt lake lithium extraction projects, so as to realize the complementary advantages of upstream and downstream of new energy industry, so as to realize mutual benefit and coordinated development.
2、 Counterparty introduction
Company name: Guizhou Hengda mining Holding Co., Ltd
Registered address: No. 4, zaojiaojing group, Longjing Village, Longchang town, Fuquan City, Qiannan Prefecture, Guizhou Province
Unified social credit Code: 91522702ma7frt9m78
Registered capital: 300 million yuan
Legal representative: Wu Haibin
Business scope: those prohibited by laws, regulations and decisions of the State Council shall not be operated; Where a license (examination and approval) is required by laws, regulations or decisions of the State Council, the business shall be operated on the strength of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that no license (examination and approval) is required, the market entities shall choose to operate independently. Mining of mineral resources (non coal mines); Production of chemical products (excluding licensed chemical products) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
Shareholding ratio: Guizhou Chanhen Chemical Corporation(002895) holds 51% equity of Hengda mining and Sunwoda Electronic Co.Ltd(300207) holds 49% equity of Hengda mining.
Hengda mining is a joint venture jointly established by Guizhou Chanhen Chemical Corporation(002895) (” Guizhou Chanhen Chemical Corporation(002895) “) and Sunwoda Electronic Co.Ltd(300207) (” Sunwoda Electronic Co.Ltd(300207) “), of which Guizhou Chanhen Chemical Corporation(002895) accounts for 51% and Sunwoda Electronic Co.Ltd(300207) accounts for 49%. The joint venture is mainly engaged in the investment, development and application of phosphate, lithium and other mineral resources. Guizhou Chanhen Chemical Corporation(002895) is a listed company mainly engaged in phosphate rock mining and intensive processing of “phosphorus and fluorine” resources, with stock code sz002895. It has rich high-quality phosphate rock resources and industry-leading chemical production technology, and is interested in expanding to the fields related to new energy materials.
Sunwoda Electronic Co.Ltd(300207) is a leading 3C battery manufacturer in the world, starting with lithium battery module business and gradually improving the upstream and downstream industrial chain. Its stock code is sz300207. Sunwoda Electronic Co.Ltd(300207) began to lay out power batteries in 2008. Through continuous R & D investment, a complete R & D platform has been formed in the fields of electric vehicle power cell, automotive power battery BMS and energy storage system, and is moving towards the world’s leading lithium battery integration leading enterprise.
3、 Main contents of cooperation framework agreement
(I) parties:
Party A: Jinyuan Ep Co.Ltd(000546)
Party B: Guizhou Hengda mining Holding Co., Ltd
(II) main contents of this cooperation intention agreement
1. Purpose of cooperation
In order to realize the complementary advantages and coordinated development of both parties in the upstream and downstream of the new energy industry, and the complementary advantages and coordinated development of both parties in the upstream and downstream of the new energy industry, both parties intend to carry out investment cooperation in the fields of deep processing of new energy lithium battery materials and joint search and development of salt lake lithium extraction projects, so as to jointly realize mutual benefit and coordinated development. 2. Cooperation content
2.1 both parties agree to strengthen cooperation in deep processing of new energy lithium battery materials, comprehensive utilization of solid (hazardous) waste, and looking for and developing lithium extraction projects in salt lakes.
2.2 both parties agree to carry out joint research on the recycling of waste lithium batteries and other fields, independently or jointly with other strategic partners to carry out investment or M & A activities to recycle waste lithium batteries.
2.3 both parties agree to make use of Party A’s qualification and technical advantages to comprehensively utilize the phosphorus containing hazardous solid waste generated by Party B in the process of iron phosphate processing.
2.4 both parties shall establish a special working group around the above cooperation contents to accelerate the cooperation. The specific cooperation matters shall be subject to the formal agreement signed by both parties.
3. Confidentiality responsibility
3.1 either party shall keep the cooperation confidential before both parties unanimously decide to publish the strategic cooperation relationship.
3.2 the trade secrets and other important information of the other party learned by each party for the purpose of signing this agreement must be properly used or disclosed to a third party (except the professional consultants designated by each party). If the improper use or disclosure of trade secrets and other major information causes losses to other parties, the responsible party shall be liable for all losses.
3.3 both parties shall have the right to perform relevant information disclosure obligations in accordance with the provisions of the competent securities authorities and stock exchanges, and disclose relevant information to their respective project managers, accountants, legal advisers and other professional advisers. The information disclosed shall not exceed the scope required by relevant business.
4. Term and termination of the agreement
4.1 this Agreement shall come into force after being signed and sealed by the legal representatives or their authorized agents of both parties. The term of validity of this agreement is one year. If both parties have no written objection after the expiration of the validity period, this agreement will be automatically extended for one year each time. If either party wishes to terminate the agreement after expiration, it shall serve a written notice three months before the termination of the agreement.
4.2 the termination of this Agreement does not affect the continued validity of the confidentiality provisions and dispute resolution provisions of this agreement, nor does it affect the rights and obligations pending on the date of termination of this agreement.
5. Change and termination of the agreement
5.1 unless otherwise agreed in this agreement, the change or termination of this Agreement shall be agreed by both parties through negotiation and signed in writing.
5.2 unless otherwise agreed in this agreement, the observant party has the right to terminate this agreement if any party violates this agreement, resulting in the inability to perform or achieve the purpose of this agreement.
6. Liability for breach of contract
After this agreement takes effect, both parties shall fully, properly and timely perform their obligations and agreements in accordance with the provisions of this agreement, all annexes and supplementary agreements.
In case of breach of contract, the breaching party shall bear the liability for breach of contract to the observant party and compensate for the losses caused to the observant party, including but not limited to assessment fees, audit fees, lawyer fees, due diligence fees, etc.
4、 Impact on the company
As a joint venture between Guizhou Chanhen Chemical Corporation(002895) and Sunwoda Electronic Co.Ltd(300207) , Hengda mining has rich customer resource advantages and stable phosphorus hazardous solid waste raw materials. Combined with the company’s existing qualification advantages and technical advantages, Hengda mining has coordinated and cooperated on the deep processing of new energy materials, the recycling of waste lithium batteries and the comprehensive utilization of phosphorus hazardous solid waste, so as to jointly realize the complementary advantages of upstream and downstream in the new energy industry, So as to achieve mutual benefit and coordinated development.
This cooperation is based on the company’s existing business and future planning layout to further expand the layout of lithium resource industry, provide guarantee for the company’s two wheel drive strategy of “upstream mining and downstream recycling”, improve the company’s core competitiveness and profitability, and comply with the company’s development strategy.
5、 Other relevant instructions
(I) the company has disclosed the framework agreement or intention agreement in the last three years
1. On May 24, 2020, the company and China conch venture Holding Co., Ltd. signed the conditional strategic cooperation agreement with strategic investor China conch venture Holding Co., Ltd. and Mr. Xu Qing signed the conditional strategic cooperation agreement with strategic investor Mr. Xu Qing, See Jinyuan Ep Co.Ltd(000546) announcement on introducing strategic investors and signing a conditional strategic cooperation agreement disclosed by the company on May 25, 2020 (Announcement No.: 2020-044), which has been terminated.
2. On June 5, 2020, the company and China Energy Engineering Group Co., Ltd. (hereinafter referred to as “China energy”) signed the strategic cooperation framework agreement. For details, see the announcement on signing the strategic cooperation framework agreement (Announcement No.: 2020-068) disclosed by the company on June 6, 2020. The agreement is still in litigation.
3. On September 23, 2021, Jinyuan New Energy Development Co., Ltd., a wholly-owned subsidiary of the company, signed a cooperation framework agreement with Li Fengying, Zhong Xiufang, Li songbin and their wholly-owned subsidiaries, Tibet Ali Chenyu Mining Co., Ltd. for details, see the announcement on signing investment framework agreement by subsidiaries (announcement No.: 2021-074) disclosed by the company on September 24, 2021, Although the exclusivity period has passed, the two sides continue to maintain friendly relations, and the above-mentioned agreements are still actively promoting negotiations.
4. On October 8, 2021, Jinyuan New Energy Development Co., Ltd., a wholly-owned subsidiary of the company, signed the cooperation framework agreement and supplementary agreement with Tibet Ali Liyuan Mining Development Co., Ltd. and its target shareholders Tibet Jintai industry and Trade Co., Ltd., Liu Yan, Liu Tuo and Gabu, For details, see the announcement on signing Investment Framework Agreement and supplementary agreement by subsidiaries (Announcement No.: 2021-079) disclosed by the company on October 9, 2021. The equity transfer agreement has been signed to promote the project construction.
5. On October 11, 2021, Jinyuan New Energy Development Co., Ltd., a wholly-owned subsidiary of the company, signed the cooperation framework agreement with Tibet he Lithium Industry Co., Ltd. and its target company shareholders Huang Liangbiao and Yu Fei. For details, see the announcement on signing investment framework agreement between subsidiaries and (Announcement No.: 2021-084) disclosed by the company on October 13, 2021. Although the exclusive period has expired, However, the two sides continue to maintain friendly relations, and the above-mentioned agreements are still actively promoting negotiations.
6. On January 5, 2022, the company’s subsidiary Tibet Ali Liyuan Mining Development Co., Ltd. signed the strategic cooperation framework agreement with the Ali regional administrative office of Tibet Autonomous Region. For details, see the announcement on the subsidiary’s investment in the 8000 CuO Salt Lake project and signing the strategic cooperation framework agreement with the government (Announcement No.: 2022-006) disclosed by the company on January 6, 2022, The above agreements are in the process of being promoted.
7. On January 13, 2022, Jinyuan New Energy Development Co., Ltd. and Zhongke Suhua (Beijing) Technology Development Co., Ltd. signed the joint strategic cooperation framework agreement. For details, see the announcement on the subsidiary’s investment in the 8000cuo Salt Lake project and signing the strategic cooperation framework agreement with the government (Announcement No.: 2022-014) disclosed by the company on January 14, 2022, The above agreements are in the process of being promoted.
(II) within three months before the signing of this framework agreement, due to the non-public offering of shares in 2020, chairman Zhao Hui subscribed 66137566 shares, resulting in the change of his shareholding. For details, see the detailed report on changes in equity disclosed by the company on December 16, 2021. In addition to the above circumstances, the controlling shareholders, shareholders holding more than 5% shares, directors, supervisors and senior managers of the company have not changed their shareholding during their tenure.
(III) at present, the company has not received plans for the lifting of restrictions on sales and reduction of shares held by controlling shareholders, shareholders holding more than 5% of shares, directors, supervisors and senior managers.
6、 Risk tips
The strategic cooperation agreement signed this time is a principled agreement on cooperation between the two sides. There is still some uncertainty in the performance of the agreement. Please pay attention to the investment risks.
The Shenzhen Stock Exchange shall timely perform the necessary examination and approval procedures and information disclosure obligations in accordance with the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange.
7、 Filing documents
1. Strategic cooperation agreement
It is hereby announced.
Jinyuan Ep Co.Ltd(000546) board of directors January 22, 2022
