Translation of the agreement.
Ningbo Fir Co., Ltd.
Foreign Investment Advisory
The Board of Directors of the Company and all directors of this Company warrant that there are no false records or misleading statements in the contents of this notice
and bear individual and joint and several liability for the authenticity, accuracy and completeness of its contents.
Important content tip:
Name of the investment label: Altura Mining Limited ("Altura")
Company listed on the Lia Stock Exchange for the operation of lithium ore projects, stock trading code AJM)
251,361,249 shares, or 11.83% of its outstanding shares
Amount invested: Aud25,136,124.90 (AUD0.10 per share), equivalent to approximately RMB 120,248,707.91 yuan
Special Risk Tip: See the "Risk Analysis for Foreign Investment" section of this bulletin
Overview of outbound investment
Recently, Ningbo Fir Co., Ltd. ("Company") through its wholly-owned subsidiary Yongshu International has Limited Companies ("Yongshu International") and Fury Holdings Limited (hereinafter "Fury Holdings") Signed Share Buying and Sale Agreement, Wynn Sequoia International intends to pay A$0.10 per share for a total price of A$25,136,124.90, approximately RMB 120,248,707.91price to be owned by Jean-Fore Holdings 251,361,249 shares, or 11.83% of its outstanding shares. A few days ago, this share transfer has been processed.
The registration procedure for the transfer of shares.
This outbound investment issue has been approved by the general manager's office meeting, without the need to submit to the company's directors will, the general meeting of shareholders to consider.
This foreign investment has been filed or approved by the National Development and Reform Commission, the Ministry of Commerce and SAFE.
This outbound investment is not a related transaction or a major asset restructuring.
The basic situation of the counterparty,
1. Name: Fury Holdings Limited
2. Company Nature: Private Limited
3.Registered Place:193 Locke Road, Wan Chai, 16th Floor1603 Room
4. Director: Guo Hongbao
5. Business scope: Business consulting.
6. Shareholder: Shaanxi JianriVoneng , Ltd. ("Jianrivonon") holds 100% of its equity.
7. Key financial indicators for the last three-year period:
Unit: RMB 10,000
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Column 1 |
Column 2 |
Column 3 |
Column 4 |
Column 5 |
| 1 |
Key financial indicators
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|
|
|
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| 2 |
2019-3-31
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|
|
|
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| 3 |
2018-12-31
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|
|
|
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| 4 |
2017-12-31
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|
|
|
|
| 5 |
2016-12-31
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|
|
|
|
| 6 |
Total assets
|
|
|
|
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| 7 |
1,566,351.51
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|
|
|
|
| 8 |
1,760,056.14
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|
|
|
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| 9 |
2,952,680.18
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|
|
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| 10 |
2,090,151.42
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|
|
|
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| 11 |
Net assets
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|
|
|
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| 12 |
-32,852.08
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|
|
|
|
| 13 |
20,054.44
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|
|
|
|
| 14 |
409,367.62
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|
|
|
|
| 15 |
785,574.24
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|
|
|
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| 16 |
Key financial indicators
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|
|
|
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| 17 |
Q1 2019
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|
|
|
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| 18 |
For the 2018
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| 19 |
For the 2017
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| 20 |
For the 2016
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|
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|
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| 21 |
Operating income
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|
|
|
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| 22 |
10,721.36
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|
|
|
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| 23 |
399,739.21
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|
|
|
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| 24 |
965,961.13
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|
|
|
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| 25 |
381,960.13
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|
|
|
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| 26 |
Net profit
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|
|
|
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| 27 |
-54,042.76
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|
|
|
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| 28 |
-394,519.16
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|
|
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| 29 |
-373,438.12
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|
|
|
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| 30 |
42,937.76
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|
|
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Note: Excerpted from the regular report of The Indyvo.
8. Fury Holdings does not have any relationship with the company in property rights, business, assets, creditor's rights, debts, personnel, etc.
The basic situation of the investment target,
1. Company Name:Altura Mining Limited
2. Corporate Nature: Listed companies
3. Corporate Address: Level 2, 23 Barrack Street, Perth, Western Australia 6000,
Australia
4. Listed exchanges: Australian Stock Exchange (Australian Stock Exchange, ASX)
5. Number of common shares issued: 2,125,462,476
6. Main business situation: the underlying company is an ASX-listed company.
Altura's 100%ownedPilgangoora project is a world-class hard rock lithium mine in the Pilbara region of Western Australia. Altura owns the Pilgangoora project in Australia
Exploration and mining rights of hard rock lithium mines in the Pilbara region of western Asia (currently the expiry date of mining rights is August 25, 2037), the project's lithium mine development potential is huge, its lithium flint mining technology has been very
Mature, to meet the needs of power batteries, high purity of mining, in line with the requirements of the consistency of the vehicle power battery material.
7. Shareholding situation: before this transaction, Firmivo can hold its own through the Hong Kong wholly-owned subsidiary Fury Holdings 11.83% of shares.
8. Key financial indicators:
In: AUD 1000
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Column 1 |
Column 2 |
Column 3 |
| 1 |
Project
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| 2 |
December 31, 2018
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| 3 |
June 30, 2018
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|
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| 4 |
Total assets
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|
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| 5 |
31,520.6
|
|
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| 6 |
26,887.5
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|
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| 7 |
Total liabilities
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|
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| 8 |
23,582.3
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|
|
| 9 |
17,552.2
|
|
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| 10 |
Net assets
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|
|
| 11 |
7,938.3
|
|
|
| 12 |
9,335.3
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|
|
| 13 |
Project
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|
|
| 14 |
July 1, 2018 -December 201831.Day of the day
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|
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| 15 |
July 1, 2017 - June 30, 2018 c10>day
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|
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| 16 |
Operating income
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|
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| 17 |
45.0
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|
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| 18 |
116.5
|
|
|
| 19 |
Operating profit
|
|
|
| 20 |
-1.6
|
|
|
| 21 |
-1,312.1
|
|
|
| 22 |
Net profit
|
|
|
| 23 |
-1,097.9
|
|
|
| 24 |
-1,281.7
|
|
|
Altura's fiscal year is from July1 of the first year to 30 June of the following year; the above data are taken from Altura's regular report publicly disclosed on the ASX.
9. There is no mortgage, pledge or other third-person rights in the subject matter of the transaction, and there is no material dispute.
There are no judicial measures such as seizure or freezing in litigation or arbitration matters .
The main contents of the foreign investment contract
1. Both sides of the deal
Shanshan Forever International Co., Limited (“Buyer”
Yongsu International Limited ("Buyer")
Furui Holdings Ltd. (“Seller”
Frey Holdings Limited ("Seller")
2. Share trading
2.1 Buying and Selling
The seller agrees to sell the target shares to the buyer at the purchase price in accordance with the terms and conditions of this document, and the buyer
Agree to purchase the target shares from the seller at the purchase price in accordance with the terms and conditions of this document.
2.2 No property burden
The transfer of the target shares to the buyer shall be free of the burden of property and shall be accompanied by the date on which this document is signed (including that date)
All rights that are included or generated, including dividend rights.
2.3 Seller's Commitment
The seller undertakes to the buyer not to sell, promise to sell, transfer, grant, grant or permit the deposit prior to the transaction any other right in relation to the target shares. Both parties agree that damages are not sufficient to remedy a breach of this commitment, and that the seller agrees that the buyer has the right to seek and obtain an injunction or actual performance to enforce the Seller's
obligations, without demonstrating actual harm, without prejudice to any other rights or remedies to which they are entitled.
3. Prerequisites
3.1Prerequisites
(a) The obligation of the parties to close the deal is subject to the following preconditions ("prerequisites") to meet:
(i) Buyer has designated broker (i.e. Kaihui Capital Securities Limited ("KaihuiCapital")
The transfer of the target shares at the time of the closing of the transaction;
(ii) Transfer shares with the approval of the National Development and Reform Commission, the Ministry of Commerce and SAFE to pay the purchase price;
(iii) Each warranty is correct and non-misleading in all material respects on the date of signing and closing of this document.
3.2 Results that are not met by prerequisites
If the prerequisites are not met or waived on or before the deadline, this Agreement shall automatically end check.
4. Pay the purchase price
(a) 25,136,124.90 Aud (AUD0.10 pershare),equivalent to approximately RMB 120,248,707.91 Yuan
(b) At the time of closing, the purchase price must be paid to the seller in accordance with Section 5.3.
5. Deal
5.1 Time and place of closing
The transaction takes place at the time and place agreed by the buyer and seller on the closing date.
5.2 The seller's obligations
The seller must:
(a) (appointed broker)Before the transaction is completed, the entrusted broker handles the transfer of the target share at the time of closing.
Let;
(b) (indicative broker) to give all necessary instructions and take all other necessary measures to ensure that close in accordance with the ASX settlement operating rules and market integrity rules, on the basis of delivery and payment synchronization
The CHESS system operated by the ASX Clearing Company transfers the target shares to the buyer.
5.3 Buyer's obligations
The buyer must:
(a) (appointed broker)Prior to closing, the buyer shall appoint the seller's broker (i.e. Kaihui Capital) to handle the transfer of the target shares, provided that all costs to the buyer-commissioned broker shall be borne by the seller (including after delivery, the target shares are transferred to the buyer's name in the register of issuers of the company and obtain documents issued by LINK to prove the costs of the aforementioned share transfer completed;
(b) (indicative broker) to give all necessary instructions and take all other necessary measures to ensure that close in accordance with the ASX settlement operating rules and market integrity rules, on the basis of delivery and payment synchronization
The purchase price is paid to the seller using the CHESS system operated by the ASX Clearing Company.
5.4 Simultaneous action at the time of closing
(a) the mutual lyities of the obligations of the parties under this document;
(b) Unless otherwise noted, all actions to be taken by both parties in connection with the transaction are deemed to be in the closing.
The day is completed at the same time.
5.5 Notification after closing
For all payments received by each party after the settlement but belonging to the other party, the company concerned, knowledge, communication, information or inquiry, which must be immediately transmitted to the other party.
6. Guarantee
6.1 Accuracy
Seller represents and warrants to the Buyer that each warranty will be made on the date of the signing of this document and the date of the transaction in all material parties
are correct and non-misleading and are as statements made on each such date.
6.2 Separate guarantee
Each warranty shall be treated as a separate statement and warranty. Any statement shall not be interpreted because of any. The mention or inference of his statement is limited.
6.3 Compensation
For any false or misleading warranty (see annex II) that is directly or indirectly caused or the seller shall compensate the buyer for all losses.
6.4 Boost
Seller confirms:
Buyer signs this Agreement with complete reliance on warranty.
6.5 Breach of warranty on or before closing date
If any warranty is found to be erroneous or misleading on or before the date of the transaction, be notified Seller, Buyer may terminate this Agreement without prejudice to any other relief to which it is entitled. If this Agreement is terminated, Article 8.2("TerminationEffect") applies after the necessary modifications have been made.
7. Buyer's guarantee
The Buyer represents and warrants to the Seller that each of the following statements shall be made on the date of the signing of this document and the date of the transaction, at the
There are significant aspects that are correct and not misleading, as made on each such date :
(a) (Identity)is incorporated or established under the laws of the place of registration or place of establishment, according to which
the right and authority to effectively survive and to own its assets and to carry out the business in which it is currently doing;
(b)(Power)it has the right to enter into this document, comply with its obligations under this document and to exercise its
Rights under documents;
(c)(Not in violation)to sign this document, to comply with its obligations under this document, and to exercise its
rights under these items do not and do not conflict with:
(i) nor shall its organizational documents result in any restriction on its powers or the powers of its directors;
(ii) any law binding on or applicable to them or their assets;
(iii) any burden or document of property that is binding or applicable to it;
(d) (Authorization) to sign this document, to comply with its obligations under this document, and to exercise its the rights under it and every authorization necessary to permit its enforcement are fully and effective;
(e) (Obligations are valid)its obligations under this document are valid and binding and may be the terms of enforcement;
(f)(Solvent) The buyer is not insolvent.
8. Breach and termination
8.1 One party does not close
If one party fails to perform its transaction obligations due to the breach of contract by the other party, the contracting party may send a notice to the breaching party.
Require them to close within 7 days of receipt of the notice. If the defaulting party does not perform its transaction obligations within this period, the contracting option is to require the continuation of the actual performance or termination of this document. In either case, keep the contract both parties can seek damages for breach of contract.
8.2 Termination effect
(a) If this document terminates under Section8.1("One Party does not close") in addition to other rights, powers or remedies, each party retains any breach or claim that has occurred prior to its termination compensation is for any other party's rights.
(b) The termination of this document under this section does not affect the right of both parties to the law or equity to be granted to the other party and Section 6.3("compensation"),Section9(" Confidentiality),Article10("Expenses and The flower tax ( ) remains valid after termination.
9. General Terms
9.1 Changes and waivers
Rights, powers, or remedies arising under a provision of this document or thereof shall be signed only by the bound party to change or waive the written document.
9.2 Consent, Approval or Waiver
Consent, consent or waiver does not imply that the make a statement or warranty on any situation relating to the main content.
9.3 Autonomy in the exercise of rights
Unless expressly stated in this document, one Party may, in its sole discretion, exercise a right in relation to this document or deny consent or approval in connection with this document, or to make or no waivers in relation to this document (including by imposing conditions).
9.4 Partial exercise of rights
Unless expressly stated in this document, if a party has not fully exercised or failed to exercise the a right, power or relief relating to this document may then be exercised by that party.
9.5 Conflicts of interest
Each party may exercise its rights, powers and remedies in relation to this document, even if it involves liability or the party has an individual interest in the exercise of such authority.
9.6 The cumulative nature of relief
Rights, powers and remedies relating to this document are attached to and independent of this document other rights, powers and remedies above.
9.7 Compensation and compensation obligations
Any compensation, reimbursement or similar obligations in this document:
(a) is a continuing obligation, even if any payment or other obligation in connection with this document, any settlement
the agreement or any other matter (including the transaction) has been fulfilled;
(b) not related to any other obligation under this document;
(c) Continue to be in force after the termination of this document or the termination of any obligation arising from this document .
A party is not required to bear the costs or payment prior to enforcing the right to compensation in connection with this document
Item.
- The impact of outbound investment on listed companies benefits from the continuous rapid increase in demand for power batteries such as downstream new energy vehicle industries, driving lithium battery materials
Demand is growing rapidly, as is the world's largest manufacturer of lithium-ion battery materials. Recent to, with the company's positive materials business production and marketing scale gradually expanded, the company's upstream raw material lithium carbonate consumption also increases.
In view of the shortage of upstream raw materials market supply and price fluctuations of the company's lithium battery positive materials business operations the development has an important impact, taking into account the future power battery demand for lithium battery materials continues to grow expectations.
In order to stabilize the company's lithium battery positive materials business upstream raw material supply, reduce the company's lithium battery positive materials business
Production costs and operational risks, accelerate the company's lithium battery materials business development, the company planning and implementation of this equity acquisition.
After the Company has granted 11.83% of Altura's shares, it will be measured at fair value and its changes are included in the amount assets of other consolidated income "are accounted for.
Risk Analysis of Outbound Investment
(-) Product supply risk
Altura is a listed Australian company and a new producer of lithium ore, possibly producing lithium flint. The quality and ability to deliver concentrates does not meet the company's procurement needs.
Measures: Altura and its lithium-hui stone concentrates produced by the company on the same vein, has been bulk imported into the domestic several lithium-hui stone processing enterprises, market feedback is good; The above-mentioned lithium huishi concentrate products have been tested, taste qualified, can meet the processing plant lithium carbonate or lithium hydroxide requirements. At present, the first phase of the Pilgangoora project has been put into operation as planned, the production line is smooth,
there are no obvious problems with delivery.
(-) Risk of exchange rate fluctuations
The company's future business dealings with Altura will be settled in U.S. dollars, in order to conduct business smoothly will involve foreign exchange settlement, or face certain risk ofs of exchange rate fluctuations.
Measures: The company will pay close attention to exchange rate dynamics, in the contract to take into account the corresponding exchange rate fluctuations
at the same time, reasonable and prudent use of relevant financial instruments to reduce exchange rate risk.
This announcement.
Board of Directors of Ningbo Fir Co., Ltd.
2 ○June 24, 19
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