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Ganfeng Lithium Group Co., Ltd. — Capital/Financing Update 2019
Mar 7, 2019
50157_rns_2019-03-07_f41450c6-57af-457b-9600-7418a9f677c2.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1772)
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to the disclosure requirements under Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
According to the relevant regulations of the People’s Republic of China, GANFENG LITHIUM CO., LTD. (the “ Company ”) had published “Announcement in relation to the Application for Bank Facilities and Provision of Guarantees by the Company and Its Wholly-Owned Subsidiaries” on the website of the Shenzhen Stock Exchange (http:// www.szse.cn/). The following is a translation of the official announcement solely for the purpose of providing information.
By order of the Board GANFENG LITHIUM CO., LTD. LI Liangbin Chairman
Jiangxi, PRC March 8, 2019
As at the date of this announcement, the Board comprises Mr. LI Liangbin, Mr. WANG Xiaoshen, Mr. SHEN Haibo, Ms. DENG Zhaonan and Mr. XU Xiaoxiong as executive directors of the Company; Mr. HUANG Daifang as non-executive director of the Company; and Mr. GUO Huaping, Mr. HUANG Huasheng, Mr. LIU Jun and Ms. WONG Sze Wing as independent non-executive directors of the Company.
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Stock Code: 002460 Stock Name: Ganfeng Lithium No.: Lin 2019-011
GANFENG LITHIUM CO., LTD.
ANNOUNCEMENT IN RELATION TO THE APPLICATION FOR BANK FACILITIES AND PROVISION OF GUARANTEES BY THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARIES
The Company and all members of its board of directors warrant that the information contained in this announcement is true, accurate and complete and that there are no false representations or misleading statements contained in or material omissions from this announcement.
I. OVERVIEW OF THE GUARANTEE
At the 29th meeting of the fourth session of the board of directors of Ganfeng Lithium Co., Ltd. (the “Company”) held on March 7, 2019, the Resolution in relation to the Application for Bank Facilities and Provision of Guarantees by the Company and Its Wholly-Owned Subsidiaries was considered and approved. In order to meet the development, production and operational needs of the Company and its wholly-owned subsidiaries, the Company and its wholly-owned subsidiaries were approved to apply to the following cooperative banks for a comprehensive credit line of RMB7,500 million in total, of which a total of RMB4,800 million will be guaranteed by way of joint liability guarantees provided by the Company and its wholly-owned subsidiaries on a reciprocal basis. The details are as follows:
Unit: RMB0’000
| Name of applicant | Name of bank |
Type of |
Method of guarantee |
Line of credit |
Ter m |
|---|---|---|---|---|---|
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| credit facility |
|||||
|---|---|---|---|---|---|
| Ganfeng Lithium Co., Ltd. |
The Export- Import Bank of China, Jiangxi Branch |
Compre hensive credit facilitie s |
Joint liability guarantees and real estate mortgages provided by the Company and its wholly- owned subsidiaries |
400,000 | 3 year s |
| GFL International Co., Limited. |
|||||
| Yichun Ganfeng Lithium Co., Ltd. (宜春贛鋒鋰業 有限公司) |
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| Fengxin Ganfeng Lithium Co.,Ltd. |
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| Jiangxi Ganfeng Battery Technology Co., Ltd. (江 西贛鋒電池科技有限公 司) |
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| Ganfeng Lithium Co., Ltd. |
Bank of Commun ications, Jiangxi Branch |
Compre hensive credit facilitie s |
Credit guarantee |
150,000 | 2 year s |
| Fengxin Ganfeng Lithium Co.,Ltd. |
Joint liability guarantee of not more than RMB500 million provided by Ganfeng Lithium Co., Ltd. |
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| Yichun Ganfeng Lithium Co.,Ltd |
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| Jiangxi Ganfeng Battery TechnologyCo.,Ltd. |
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| Jiangxi Ganfeng Inspection Consulting Services Co., Ltd. (江西 贛鋒檢測諮詢服務有限 公司) |
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| Ganfeng Lithium Co., Ltd. |
China Citic Bank, Nanchan g Branch |
Compre hensive credit facilitie s |
Credit guarantee |
80,000 | 1 year |
| Ningdu Ganfeng Lithium Co., Ltd. (寧都縣贛鋒鋰 業有限公司) |
Joint liability guarantee of not more than RMB300 million provided by |
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| Jiangxi GanfengBattery |
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| Technology Co., Ltd. | Ganfeng Lithium Co., Ltd. |
||||
|---|---|---|---|---|---|
| Ganfeng Lithium Co., Ltd. |
Bank of Jiujiang, Xinyu Branch |
Compre hensive credit facilitie s |
Credit guarantee |
50,000 | 1 year |
| Ganfeng Lithium Co., Ltd. |
Bank of China, Xinyu Branch |
Compre hensive credit facilitie s |
Credit guarantee |
70,000 | 1 year |
| Total | 750,000 |
The Company and its subsidiaries are exempt from paying guarantee fees or providing counter-guarantees in respect of the above guarantees.
The management of the Company is hereby authorized to handle relevant formalities and sign relevant legal documents on behalf of the Company within the line of credit facilities as approved by the resolution. This matter is subject to the consideration and approval at the general meeting of the Company.
As at the date of this announcement, no agreement has been entered into in respect of the above guarantees.
II. BASIC INFORMATION ON THE GUARANTEED PARTY
(I) Ganfeng Lithium Co., Ltd.
- The Company was established on March 2, 2000 with a registered capital of RMB1,315,081,202 under the unified social credit code of 91360500716575125F at the address of Longteng Road, Economic Development Zone in Xinyu, Jiangxi Province. LI Liangbin is the legal representative of the Company. The Company is principally engaged in: the production of lithium hydroxide, lithium carbonate, lithium fluoride and butyl lithium; the production, processing and sales of non-ferrous
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metals, batteries, instrumentation components, machinery and equipment, chemical products, chemical raw materials and chemical products.
- Below is the financial data of the Company for the year ended
December 31, 2017 and the nine months ended September 30, 2018:
Unit: RMB0’000
| Unit: RMB0’000 | ||
|---|---|---|
| Item | As at December 31, 2017 (Audited) |
As at September 30, 2018 (Unaudited) |
| Total assets | 799,910.00 | 893,100.30 |
| Net assets | 403,720.44 | 491,625.02 |
| Item | 2017 (Audited) |
First three quarters of 2018 (Unaudited) |
| Operating revenue | 438,344.61 | 359,350.11 |
| Net profit attributable to shareholders of the Company after deducting non-recurring profit and loss |
119,414.44 | 97,021.39 |
As at September 30, 2018 ， the gearing ratio of the Company was
44.95%.
(II) Jiangxi Ganfeng Battery Technology Co., Ltd.
- Jiangxi Ganfeng Battery Technology Co., Ltd. is a wholly-owned subsidiary of the Company established on June 13, 2011 with a registered capital of RMB500 million under the unified social credit code of 91360500576129026E at the address of Sunshine Avenue, High and New Technology Zone in Xinyu, Jiangxi Province. SHEN Haibo ( 沈海博 ) is the
legal representative of the company. The company is principally engaged in the research and development, production and sales of lithium batteries, power management system and other serial products.
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- Below is the financial data of Jiangxi Ganfeng Battery Technology Co., Ltd. for the year ended December 31, 2017 and the nine months ended September 30, 2018:
Unit: RMB0’000
| ptember 30, 2018: | Unit: RMB0’000 | |
|---|---|---|
| Item | As at December 31, 2017 (Audited) |
As at September 30, 2018 (Unaudited) |
| Total assets | 28,639.84 | 71,006.82 |
| Net assets | 11,596.79 | 53,580.79 |
| Item | 2017 (Audited) |
First three quarters of 2018 (Unaudited) |
| Operating revenue | 10,924.94 | 11,385.96 |
| Net profit | -1,120.66 | -1,426.5 |
As at September 30, 2018 ， the gearing ratio of Jiangxi Ganfeng
Battery Technology Co., Ltd. was 24.54%.
(III) Fengxin Ganfeng Lithium Co., Ltd.
- Fengxin Ganfeng Lithium Co., Ltd. is a wholly-owned subsidiary of the Company established on January 8, 2004 with a registered capital of RMB135 million under the unified social credit code of 9136092175677003XG at the address of Fengtian Development Zone in Fengxin County. ZHU Shigui ( 朱實貴 ) is the legal representative of the
company. The company is principally engaged in the production and sales of lithium metal.
- Below is the financial data of Fengxin Ganfeng Lithium Co., Ltd. for the year ended December 31, 2017 and the nine months ended September 30, 2018:
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Unit: RMB0’000
| Unit: RMB0’000 | ||
|---|---|---|
| Item | As at December 31, 2017 (Audited) |
As at September 30, 2018 (Unaudited) |
| Total assets | 45,684.07 | 55,090.02 |
| Net assets | 33,021.13 | 41,656.65 |
| Item | 2017 (Audited) |
First three quarters of 2018 (Unaudited) |
| Operating revenue | 70,285.91 | 50,115.21 |
| Net profit | 14,337.48 | 8,432.42 |
As at September 30, 2018, the gearing ratio of Fengxin Ganfeng Lithium Co., Ltd. was 24.38%.
(IV) Yichun Ganfeng Lithium Co., Ltd.
- Yichun Ganfeng Lithium Co., Ltd. is a wholly-owned subsidiary of the Company established on July 22, 2008 with a registered capital of RMB50 million at the address of the Economic Development Zone in Yichun, Jiangxi Province under the unified social credit code of 91360900677954594R. ZHU Shigui ( 朱實貴 ) is the legal representative of
the company. The company is principally engaged in the production and sales of lithium, rubidium, cesium, materials for lithium batteries and other serial products.
- Below is the financial data of Yichun Ganfeng Lithium Co., Ltd. for the year ended December 31, 2017 and the nine months ended September 30, 2018:
Unit: RMB0’000
| Item | As at December 31, 2017 (Audited) |
As at September 30, 2018 |
|---|---|---|
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| (Unaudited) | ||
|---|---|---|
| Total assets | 40,470.27 | 45,849.19 |
| Net assets | 32,192.76 | 42,058.05 |
| Item | 2017 (Audited) |
First three quarters of 2018 (Unaudited) |
| Operating revenue | 38,577.41 | 43,097.01 |
| Net profit | 9,192.17 | 9,761.73 |
As at September 30, 2018, the gearing ratio of Yichun Ganfeng Lithium Co., Ltd. was 8.27%.
-
(V) Jiangxi Ganfeng Inspection Consulting Services Co., Ltd.
-
Jiangxi Ganfeng Inspection Consulting Services Co., Ltd. is a wholly-owned subsidiary of the Company established on April 11, 2007 with a registered capital of RMB5 million under the unified social credit code of 91360500799475348N at the address of the Economic Development Zone in Xinyu. ZHANG Baoxiu ( 章保秀 ) is the legal
representative of the company. The company is principally engaged in the provision of public security testing services and other testing services.
- Below is the financial data of Jiangxi Ganfeng Inspection Consulting Services Co., Ltd. for the year ended December 31, 2017 and the nine months ended September 30, 2018:
Unit: RMB0’000
| Unit: RMB0’000 | ||
|---|---|---|
| Item | As at December 31, 2017 (Audited) |
As at September 30, 2018 (Unaudited) |
| Total assets | 1,335.41 | 1,295.74 |
| Net assets | 1,065.27 | 1,051.53 |
| Item | 2017 | First three quarters of |
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| (Audited) | 2018 (Unaudited) |
|
|---|---|---|
| Operating revenue | 212.76 | 205.91 |
| Net profit | 32.17 | -13.74 |
As at September 30, 2018, the gearing ratio of Jiangxi Ganfeng Inspection Consulting Services Co., Ltd. was 18.85%.
-
(VI) Ningdu Ganfeng Lithium Co., Ltd.
-
Ningdu Ganfeng Lithium Co., Ltd. is a wholly-owned subsidiary of the Company established on August 23, 2016 with a registered capital of RMB400 million under the unified social credit code of 91360730MA35K7X05F at the address of the Industrial Park of Ningdu County, Ganzhou. ZENG Zuliang ( 曾祖亮 ) is the legal representative of
the company. The company is principally engaged in the production, processing and sales of battery-grade lithium carbonate.
- Below is the financial data of Ningdu Ganfeng Lithium Co., Ltd. for the year ended December 31, 2017 and the nine months ended September 30, 2018:
| ptember 30, 2018: | ||
|---|---|---|
| Unit: RMB0’000 | ||
| Item | As at December 31, 2017 (Audited) |
As at September 30, 2018 (Unaudited) |
| Total assets | 11,626.39 | 45,447.62 |
| Net assets | -59.67 | 38,815.98 |
| Item | 2017 (Audited) |
First three quarters of 2018 (Unaudited) |
| Operating revenue | 0 | 0 |
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Net profit -59.58 -124.35
As at September 30, 2018, the gearing ratio of Ningdu Ganfeng Lithium Co., Ltd. was 14.59%.
- （ VII ） GFL International Co., Limited
1. Basic Information on GFL International
| Company name: | GFL International Co., Limited |
|---|---|
| Place of incorporation: | Hong Kong |
| Scope of business: | Investment and trading (minerals, etc.) |
| Number of certificate of incorporation: |
1580183 |
| Business registration number: | 5814941200003117 |
- Below is the financial data of GFL International Co., Limited for the year ended December 31, 2017 and the nine months ended September 30, 2018:
Unit: RMB0’000
| 18: | Unit: RMB0’000 | |
|---|---|---|
| Item | As at December 31, 2017 (Audited) |
As at September 30, 2018 (Unaudited) |
| Total assets | 191,659.59 | 190,628.25 |
| Net assets | 154,784.83 | 174,620.49 |
| Item | 2017 (Audited) |
First three quarters of 2018 (Unaudited) |
| Operating revenue | 97,418.23 | 79,957.78 |
| Net profit | 15,658.49 | 20,507.58 |
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As at September 30, 2018, the gearing ratio of GFL International Co., Limited was 8.40%.
III. OPINIONS OF THE BOARD
In order to meet the capital requirements of the Company and its whollyowned subsidiaries and optimize their financial structures, the Company and its wholly-owned subsidiaries secure bank facilities by way of provision of cross guarantees. This is conducive to the development and production and operational needs of the Company and its wholly-owned subsidiaries, satisfaction of the financing requirements of the Company, and the long-term development of the Company without prejudice to the interests of the Company and the minority shareholders.
IV. ACCUMULATIVE AMOUNT OF EXTERNAL GUARANTEES AND AMOUNT OF OVERDUE GUARANTEES
As at the date of this announcement, the guarantees provided by the Company and its subsidiaries only refer to those between the Company and its subsidiaries whose financial results were consolidated into the consolidated financial statements of the Group. The accumulative amount of external guarantees approved and used by the Company is as follows:
Unit: RMB0’000
| Guarantor | Guaranteed party |
Guarantees approved and used |
Guarantees approved and used |
Guarantees actually incurred |
Guarantees actually incurred |
|---|---|---|---|---|---|
| Amount | Percentage of the latest audited net assets |
Amount | Percentage of the latest audited net assets of |
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| of the Company |
the Company |
||||
|---|---|---|---|---|---|
| Ganfeng Lithium Co., Ltd. |
Fengxin Ganfeng Lithium Co., Ltd. |
5,000 | 1.24% | 0 | - |
| Yichun Ganfeng Lithium Co., Ltd |
10,000 | 2.48% | 0 | - | |
| Jiangxi Ganfeng Battery Technology Co., Ltd. |
24,000 | 5.94% | 0 | - | |
| Jiangxi Ganfeng Inspection Consulting Services Co., Ltd. |
1,000 | 0.25% | 0 | - | |
| Ningdu Ganfeng Lithium Co., Ltd. |
10,000 | 2.48% | 0 | - | |
| GFL International Co., Limited. |
US$15 million |
2.49% | 0 | - | |
| Fengxin Ganfeng Lithium Co., Ltd. |
Ganfeng Lithium Co., Ltd. |
50,000 | 12.38% | 50,000 | 12.38% |
| Total | 110,050 (note) |
27.26% | 50,000 | 12.38% |
Note: US$1 = RMB6.70
The Company is not involved in any overdue guarantee or guarantee litigation.
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After the provision of joint liability guarantees of RMB4,800 million in total by the Company and its subsidiaries has been considered and approved, the accumulative amount of valid external guarantees approved and provided by the Company (including cross guarantees between the Company and its subsidiaries) will be RMB4,800 million and US$15 million (together equivalent to RMB4,900.5 million) representing 121.38% of the latest audited net assets of the Company, with the details as follows:
Unit: RMB0’000
| Guarantor | Guaranteed party |
Valid guarantees approved by the Company |
Valid guarantees approved by the Company |
Guarantees actually incurred |
Guarantees actually incurred |
|---|---|---|---|---|---|
| Amount | Percentage of the latest audited net assets of the Company |
Amount | Percentage of the latest audited net assets of the Company |
||
| Joint liability guarantees and real estate mortgages provided by the Company and its wholly- owned subsidiaries |
The Company and its wholly-owned subsidiaries |
400,000 | 99.08% | 50,000 | 12.38% |
| The remaining portion will be utilized according to the business development needs of the companies. |
- | ||||
| Ganfeng Lithium Co., |
Wholly- owned |
50,000 | 12.38% | These will be utilized |
- |
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| Ltd. | subsidiaries of the Company |
according to the business development needs of the companies. |
|||
|---|---|---|---|---|---|
| Ganfeng Lithium Co., Ltd. |
Wholly- owned subsidiaries of the Company |
30,000 | 7.43% | ||
| Ganfeng Lithium Co., Ltd. |
GFL International Co., Limited. |
US$15 million |
2.49% | ||
| Total | 490,050 (note) |
121.38% | 50,000 | 12.38% |
Note: US$1 = RMB6.70
V. DOCUMENT AVAILABLE FOR INSPECTION
Resolution of the 29th meeting of the fourth session of the board of directors of the Company.
The announcement is hereby given.
The board of directors
Ganfeng Lithium Co., Ltd. March 8, 2019