Securities code: 002756 securities abbreviation: Yongxing Special Materials Technology Co.Ltd(002756) Announcement No.: 2022-006 Yongxing Special Materials Technology Co.Ltd(002756)
About and Contemporary Amperex Technology Co.Limited(300750)
Announcement of signing the joint venture agreement
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.
Yongxing Special Materials Technology Co.Ltd(002756) (hereinafter referred to as "the company" or " Yongxing Special Materials Technology Co.Ltd(002756) ") held the 18th interim meeting of the Fifth Board of directors on January 26, 2022, deliberated and adopted the proposal on signing a joint venture agreement with Contemporary Amperex Technology Co.Limited(300750) , and agreed that the company and Contemporary Amperex Technology Co.Limited(300750) (hereinafter referred to as " Contemporary Amperex Technology Co.Limited(300750) ") sign a joint venture agreement. The relevant information is hereby announced as follows:
1、 Overview of this cooperation
1. Background of this cooperation
Yongxing Special Materials Technology Co.Ltd(002756) since 2017, the layout of lithium new energy business has formed a pattern of double main business development. It plans to build a 30000 ton battery grade lithium carbonate capacity in Yifeng County, Jiangxi Province. Relying on the management and innovation advantages of leading enterprises of special steel new materials, it has realized the technical innovation and management innovation of lithium extraction from mica, and solved many problems in the development of lithium new energy business, The annual output of 10000 tons of battery grade lithium carbonate in phase I will reach the production capacity in July 2020. The technology, quality and cost of lithium salt production have been fully recognized by downstream leading enterprises. In February 2021, the company started the construction of an annual capacity of 20000 tons of battery grade lithium carbonate.
Contemporary Amperex Technology Co.Limited(300750) is a leading lithium-ion battery provider in the world. It focuses on the R & D, production and sales of new energy vehicle power battery system and energy storage system, and is committed to providing first-class solutions for global new energy applications. Its power battery usage has ranked first in the world for many consecutive years. Contemporary Amperex Technology Co.Limited(300750) is investing in the construction of a new lithium battery production and manufacturing base project in Yichun City, Jiangxi Province.
In order to effectively integrate the advantages of both sides, the company and Contemporary Amperex Technology Co.Limited(300750) plan to establish a joint venture to jointly invest in the construction of lithium carbonate project and carry out cooperation in relevant product fields, so as to give full play to the company's technical and management advantages in mica lithium extraction and its leading position in mica lithium extraction industry, so as to improve the guarantee capacity of China's lithium resources.
2. Basic information of this cooperation
At the 18th extraordinary meeting of the 5th board of directors of the company, the proposal on signing the joint venture agreement with Contemporary Amperex Technology Co.Limited(300750) was reviewed and approved by unanimous vote, and the company was agreed to sign the joint venture agreement with Contemporary Amperex Technology Co.Limited(300750) .
The company and Contemporary Amperex Technology Co.Limited(300750) will establish a joint venture in accordance with the joint venture agreement, and take the joint venture as the main body to invest in the construction of lithium carbonate project, with a total investment of no more than 2.5 billion yuan, and plan to build a project with an annual output of 50000 tons of lithium carbonate; The first phase is to invest in the construction of a lithium carbonate production capacity project with an annual output of 30000 tons, with a total investment amount of no more than 1.5 billion yuan; After the first phase of the project is completed, the construction of surplus capacity will be started. In addition, the company and Contemporary Amperex Technology Co.Limited(300750) will also cooperate on the company's lithium carbonate products.
3. Approval procedures for this cooperation
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association, the company's foreign investment management system and other relevant provisions, the joint venture agreement signed this time has been deliberated and approved by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
The company has signed the joint venture agreement with Contemporary Amperex Technology Co.Limited(300750) , and the subsequent establishment of the joint venture and the construction of the project must be reported to relevant departments for filing and approval before implementation.
The board of directors authorizes the management of the company to be responsible for the follow-up implementation of this cooperation.
4. The signing of the joint venture agreement does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Counterparty introduction
1. Name: Contemporary Amperex Technology Co.Limited(300750)
2. Unified social credit Code: 91350900587527783p
3. Type: joint stock limited company (listed, natural person investment or holding)
4. Legal representative: Zhou Jia
5. Registered capital: RMB 2329007802
6. Address: No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province
7. Date of establishment: December 16, 2011
8. Business scope: development, production, sales and after-sales service of lithium ion batteries, lithium polymer batteries, fuel cells, power batteries, super capacity energy storage batteries, supercapacitors, battery management systems and rechargeable battery packs, wind and solar energy storage systems, related equipment and instruments; Investment in new energy industry; Technical services, testing services and consulting services for lithium batteries and related products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
9. Ownership structure:
Serial number shareholder name shareholding quantity (share) shareholding ratio
1 Ningbo Meishan free trade port Ruiting Investment Co., Ltd. 571480527 24.54%
2 Huang Shilin 260900727 11.20%
3 Hong Kong Central Clearing Company Limited 166871779 7.16%
4 Ningbo United Group Co.Ltd(600051) innovative new energy investment management partnership (limited partnership) 157900338 6.78%
5 Li Ping 111950154 4.81%
6 Shenzhen Zhaoyin No.3 equity investment partnership (limited partnership) 46231887 1.99%
7 Hubei Changjiang Zhaoyin power investment partnership (limited partnership) 42915098 1.84%
8 Hillhouse Capital Management Co., Ltd. - China Value Fund (exchange) 42606855 1.83%
9 Tibet Hongshang Capital Investment Co., Ltd. 39330361 1.69%
10. Borui Ronghe investment partnership (limited partnership) of Ningbo Meishan free trade port 32054300 1.38%
11 other shareholders 856765776 36.79%
Total 2329007802 100.00%
Note: the above top ten shareholders are from the third quarter report of Contemporary Amperex Technology Co.Limited(300750) 2021.
10. Actual controllers: Zeng Yuqun and Li Ping
11. Association relationship: there is no association relationship with the company
12. Upon inquiry, Contemporary Amperex Technology Co.Limited(300750) does not belong to the "dishonest executee"
13. Main financial data (the data of 2020 has been audited, and the data of January September 2021 has not been audited)
Unit: Yuan
September 30, 2021 December 31, 2020
Total assets 249151796229.37 156618426940.59
Total liabilities 168969358306.53 87423710523.70
Net assets 80182437922.84 69194716416.89
Project from January to September 2021 to 2020
Operating income 73361545522.20 50319487697.20
Operating profit 10891595620.99 6959489551.43
Net profit 9144981503.45 6103918052.46
3、 Basic information of investment object
The company and Contemporary Amperex Technology Co.Limited(300750) jointly invested to establish a limited liability company. The basic information is as follows:
1. Name: the final name of the joint venture shall be subject to the name approved by the industrial and commercial registration
2. Type: limited liability company
3. Registered capital: 1 billion yuan
4. Registered address: Yichun City, Jiangxi Province
5. Business scope: mining, mineral processing, lithium carbonate smelting, production and sales of lithium salt products (the final business scope shall be subject to the registration of the approval department of the place of registration).
6. Ownership structure:
Name of shareholders subscribed registered capital (RMB 10000) shareholding ratio contribution method
Contemporary Amperex Technology Co.Limited(300750) or its related parties 70000.00 70.00% cash
Yongxing Special Materials Technology Co.Ltd(002756) or its related parties 30000.00 30.00% cash
Total 100000.00 100.00%-
4、 Main contents of the agreement
The company has signed a joint venture agreement with Contemporary Amperex Technology Co.Limited(300750) with the following main contents:
Party A: Contemporary Amperex Technology Co.Limited(300750)
Unified social credit Code: 91350900587527783p
Registered address: No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province
Party B: Yongxing Special Materials Technology Co.Ltd(002756)
Unified social credit Code: 91330000722762533u
Registered address: Yangjiabu, Huzhou City, Zhejiang Province
(I) this investment
1. The total investment amount of this investment shall not exceed 2.5 billion yuan; The investment of phase I project shall not exceed 1.5 billion yuan. 2. Both parties or their related parties jointly contribute in cash to establish a joint venture company, registered in Yichun, with a registered capital of 1 billion yuan, of which Party A or its related parties (hereinafter collectively referred to as "party a") subscribed a registered capital of 700 million yuan and held 70% of the shares; Party B or its related parties (hereinafter collectively referred to as "Party B") subscribed 300 million yuan of registered capital and held 30% of the shares. 3. The establishment of the joint venture company jointly funded by both parties shall be subject to the satisfaction of all the following conditions:
(1) This agreement has been duly signed by both parties and has come into force;
(2) Both parties have performed necessary internal decision-making procedures for this investment;
(3) All representations and warranties made by both parties in this Agreement are true, accurate and without omission;
(4) From the signing date of this agreement to the establishment of the joint venture, no event has occurred and it is reasonably expected that there will be no material adverse change to this investment.
4. The business scope of the joint venture company mainly includes mining, beneficiation, lithium carbonate smelting, production and sales of lithium salt products. In the process of industrial and commercial registration or handling relevant certificates, if the relevant departments require the adjustment of the business scope of the above joint venture, it shall be jointly determined by both parties through consultation, and the specific text adjustment shall be confirmed by the personnel jointly authorized by both parties.
(II) corporate governance
1. The joint venture company has a board of directors composed of three directors, of which Party A has the right to appoint two directors and Party B has the right to appoint one director. The board of directors shall have one chairman, who shall be a director appointed by Party A.
2. The joint venture shall have one supervisor appointed by Party A.
3. Party A is responsible for the overall operation and management of the joint venture and has the right to appoint the general manager to the joint venture; Party B is responsible for the production line construction, production management and technology upgrading of the joint venture.
(III) business cooperation
1. The joint venture plans to build 6 million tons of mining capacity (mainly contracting the operation of some mines of Party A), 6 million tons of beneficiation capacity and 50000 tons of lithium carbonate capacity projects, and complete the capacity construction according to the following progress:
(1) Phase I Project: 30000 tons of lithium carbonate smelting capacity. 30000 tons of lithium carbonate smelting capacity can be built first, and mining and beneficiation construction of corresponding capacity can be carried out as appropriate.
(2) Phase II project: after the completion of phase I project, both parties will start the construction of surplus capacity.
2. Raw material supply
Party A is responsible for supplying raw materials to the joint venture.
3. Product procurement
(1) 100% lithium carbonate of the joint venture
