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Stock code: 300328 Stock abbreviation: Yi'an Technology Announcement No .: 2020-011
Dongguan Yi'an Technology Co., Ltd.
Announcement on the signing of a cooperative investment agreement for amorphous alloy (liquid metal) projects
The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete, and free from false records, misleading statements or major omissions.
I. Overview of Outbound Investment
(1) Basic situation of foreign investment
On August 9, 2019, Sanxiang New Materials Co., Ltd. (hereinafter referred to as "Sanxiang New Materials") and Dongguan Yi'an Technology Co., Ltd. (hereinafter referred to as "Yi'an Technology" or "Company" or "Party B") signed The "Cooperative Investment Framework Agreement" intends to jointly invest in amorphous alloy (liquid metal) projects. For details, please refer to the relevant announcement disclosed by the company on Juchao Information Online on August 12, 2019.
In order to promote the strategic cooperation between Yi'an Technology and Sanxiang New Materials, on March 6, 2020, the industrial fund established by Yi'an Technology and Sanxiang New Materials for Ningde Sanxiang Zirconium Magnesium Industry Equity Investment Partnership (Limited Partnership) (Hereinafter referred to as "Sanxiang Zirconium Magnesium" or "Party A") signed the "Amorphous Alloy (Liquid Metal) Project Cooperation Investment Agreement" (hereinafter referred to as the "Agreement"), and the two parties agreed to jointly invest in amorphous alloy (liquid metal) projects The registered capital of this project is RMB 100,000,000. Sanxiang Zirconium Magnesium and Yi'an Technology co-invested in amorphous alloy (liquid metal) projects at a ratio of 60%: 40%, that is, Sanxiang Zirconium Magnesium invested 60,000,000 yuan, and Yi'an Technology invested 40,000,000 yuan. The implementation body of the amorphous alloy (liquid metal) project jointly invested by the two parties is Ningde Sanxiang Liquid Metal Technology Co., Ltd. (hereinafter referred to as "Ningde Sanxiang" or "Target Company" or "Joint Venture") established by the two parties. (The tentative name shall be subject to the industrial and commercial registration).
(II) Examination and approval procedures for this foreign investment
On March 6, 2020, the company held an office meeting of the general manager and agreed to the company's external investment. According to the “Shenzhen Stock Exchange GEM Stock Listing Rules”, the “Articles of Association” and other relevant regulations, this external investment need not be submitted to the company's board of directors and shareholders' meeting for deliberation.
(3) The source of funds for this external investment is the company's own funds. This foreign investment does not constitute a connected transaction, nor is it a major asset reorganization required by the Measures for the Management of Major Asset Reorganizations of Listed Companies.
Second, the situation of the other party to this agreement
(I) Name: Ningde Sanxiang Zirconium Magnesium Industry Equity Investment Partnership (Limited Partnership) (II) Type: Limited Partnership
(III) Executive Partner: Shenzhen Qianhai Qinzhi International Capital Management Co., Ltd. (IV) Main place of business: Room 201, 2nd Floor, No. 58, Jiaocheng South Road, Jiaocheng District, Ningde City, Fujian Province (Five) Business scope: Non-securities Equity investment and equity investment related consulting services; venture capital industry
Business; venture capital consulting business; investment consulting. (Projects that are subject to approval according to law can only be operated after approval by relevant departments)
(VI) Date of establishment: June 27, 2019
(Seven) the investor, the amount of the investment and the proportion of the investment
Amount of capital contributed (10,000 yuan) Proportion of capital contributed (%)
1 2 3 4
Shenzhen Qianhai Qinzhi International Capital Management Co., Ltd.
Ningde State-owned Assets Investment Management Co., Ltd.
Fujian Huansanxing Port Investment Group Co., Ltd.
Sanxiang New Materials
Total There is no correlation between Yi'an Technology and Sanxiang Zirconium Magnesium.
100.00 5,000.00 5,000.00 9,900.00 20,000.00
0.50 25.00 25.00 49.50 100.00
Third, the basic situation of the proposed investment and establishment of joint ventures
(1) Name: Ningde Sanxiang Liquid Metal Technology Co., Ltd.
(2) Registered capital: RMB 100 million (3) Registered address: Sanxiang Technology Park, Nanyang Town, Shouning County, Ningde City, Fujian Province (4) Business scope: Calendering of rare earth metals, development and production of amorphous alloys (liquid metals)
Production and sales. (5) Name of shareholder, capital contribution and shareholding ratio:
Shareholder name
Sanxiang Zirconium Magnesium
Yi'an Technology
Contribution (10,000 yuan)
6,000 60% 4,000 40%
Shareholding ratio (%)
The information of the above joint venture company shall be subject to the approval of the industrial and commercial registration authority.
Fourth, the main content of this agreement
(I) Cooperation subject
Party A: Ningde Sanxiang Zirconium Magnesium Industry Equity Investment Partnership (Limited Partnership) Party B: Dongguan Yi'an Technology Co., Ltd.
(II) Cooperation content 1. The two sides agree to cooperate in the investment in an amorphous alloy (liquid metal) project, and the registered capital of the project is the people's
$ 100,000,000. Sanxiang Zirconium Magnesium and Yi'an Technology co-invested in amorphous alloy (liquid metal) projects at a ratio of 60%: 40%, that is, Sanxiang Zirconium Magnesium invested 60,000,000 yuan, and Yi'an Technology invested 40,000,000 yuan.
2. The implementation body of the amorphous alloy (liquid metal) project jointly invested by the two parties is Ningde Sanxiang, a joint venture established by both parties, with a registered capital of 100,000,000 yuan; registered address: Sanxiang Technology Park, Nanyang Town, Shouning County, Ningde City, Fujian Province Business scope: Calendering of rare earth metals, development, production, and sales of amorphous alloys (liquid metals) (specifically subject to the approval of the industrial and commercial department). Investment method: currency investment.
3. The target company's board of directors consists of 5 directors, of which Party A recommends 3 directors and Party B recommends 2 directors. The chairman and general manager are recommended by Party A, and the technical director and deputy general manager are recommended by Party B. The target company does not have a supervisory board, but only one supervisor, recommended by Party B.
4. Yi'an Technology and its subsidiaries (Dongguan Yihao Metal Material Technology Co., Ltd.) provide all the technical support for the amorphous alloy (liquid metal) to the target company and authorize the use of all relevant technologies (hereinafter referred to as "technical license") The target company paid a technology license fee of RMB 40 million to Yi'an Technology and its subsidiaries (Dongguan Yihao Metal Material Technology Co., Ltd.). The above technology license is separately signed by the licensor and the target company.
5. The target company shall purchase no less than 30 liquid metal machinery and equipment from Party B. The specific agreement shall be separately signed between the target company and Party B.
V. Purpose of foreign investment, impact on the company and existing risks
(I) Purpose of foreign investment and its impact on the company Amorphous alloy (liquid metal) has excellent soft magnetic properties, corrosion resistance, high elasticity, high strength, high hardness,
Performance such as abrasion resistance is widely used in consumer electronics such as smart phones, new energy vehicles, medical, military and aerospace, etc., and has good market prospects. At present, zirconium-based amorphous alloys are one of the main amorphous alloys in the market that are in practical use.
Yi'an Technology, as an early liquid metal research and development enterprise in the industry, has China's largest production line for zirconium-based amorphous alloys. It has the ability to manufacture amorphous alloys, refining materials, mold manufacturing, precision machining and surface treatment capabilities. It has mature production technology and technology of amorphous alloys, and enjoys relevant technologies and patents for the production of amorphous alloys, and its technological level is leading in the industry.
Sanxiang Zirconium Magnesium is an industrial fund focusing on investing in Sanxiang new materials-related industries, relying on Sanxiang new materials' technology, process, experience, raw materials and other industry advantages in the field of zirconium products, while making full use of the fund management team's Professional investment experience, perfect risk control system and advantages of resource integration have introduced high-quality investment projects for the development of Sanxiang New Materials Industry.
This cooperation is conducive to giving full play to their respective advantages and strengths, providing support and guarantee for the sustainable development of Yi'an Technology's liquid metal industry, enhancing the ability of the industry chain to integrate, and further expanding and strengthening the liquid metal industry, which is in line with Yi'an's long-term development strategy and overall The interests of shareholders.
(II) Existing risks
The establishment of a joint venture company with foreign investment is still subject to registration procedures in accordance with the prescribed procedures. After the establishment of the joint venture company, it may face market risks, management risks and operating risks in the course of operation. The company will continuously improve the internal control system, strengthen the risk prevention operation mechanism, rely on the management experience accumulated in the previous period, improve management capabilities and operating efficiency, and actively prevent and respond to the above risks.
The company's external investment funds will be settled with its own funds, which will not adversely affect the company's financial and operating conditions and will not harm the interests of the company and shareholders.
6. Documents Available for Inspection
(1) "General Manager's Office Meeting Resolution" (2) "Amorphous Alloy (Liquid Metal) Project Cooperation Investment Agreement" is hereby announced.
Board of Directors of Dongguan Yi'an Technology Co., Ltd.
March 6, 2020
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