Tianhua Super Clean (300390.SZ) announced that on September 25, 2021, the 17th (interim) meeting of the Fifth session of the Board of Directors and the 13th (interim) meeting of the Fifth session of the Board of Supervisors respectively examined and approved the motion on the proposed signing of the deed of assignment, succession and modification of the off-take agreement and related party transactions, and the proposal on the proposed signing of the Framework Agreement on Product purchase and related party transactions.
The company disclosed the announcement about Yibin Tianyi Lithium Industry Science and Technology Co., Ltd. signing lithium concentrate off-take agreement on March 30th, 2021. The company's holding subsidiary Tianyi Lithium Industry Science and Technology Co., Ltd. (referred to as "Tianyi Lithium Industry") and Dathcom Mining SA (referred to as "Dathcom" and AVZ International Pty. Ltd., (referred to as "AVZ" or "sales agent") signed an "off-take agreement" (referred to as the "original off-take agreement") to agree on matters related to Tianyi Lithium Industry's intention to purchase spodumene concentrate from Dathcom, and Dathcom designated AVZ as the sales agent, the original off-take agreement stipulated the time limit for performance, purchased products and quantities, purchase price, method of payment, breach of contract and termination, etc.
On September 25, 2021, Suzhou Tianhua Times New Energy Industry Investment Co., Ltd. (referred to as "Tianhua era"), controlled by Pei Zhenhua, the company's actual controller, signed a "transaction execution Agreement" with AVZ and Dathcom. Tianhua Times plans to jointly develop Manono lithium tin project and related projects (referred to as "Manono Project") with AVZ, and Tianhua Times acquired a 24% equity stake in Manono project for US $240 million. The 24 per cent stake will be carried out by Dathcom through the issuance of new shares. Upon completion of the deal, AVZ will have a 51 per cent controlling interest in the Manono project and maintain its position as the main developer of the Manono project, while Tianhua Times will have a 24 per cent stake in the Manono project. As one of the conditions of the deal, Tianhua era will be responsible for the purchase of spodumene concentrate during the life cycle of the Manono project.
Tianyi Lithium will sign the "Deed of assignment, succession and variation of the off-take Agreement" with AVZ, Dathcom and Tianhua era to supplement the rights and obligations of Tianyi Lithium Industry in transferring the rights and obligations of the original off-take Agreement to Tianhua era and the new rights and obligations of Tianhua era based on investment. At the same time, Tianyi Lithium Industry will sign a "Product purchase Framework Agreement" with Tianhua era to make an agreement on Tianyi Lithium Industry's purchase of lithium concentrate from Tianhua era.
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