Securities code: 000035 securities abbreviation: China Tianying Inc(000035) Announcement No.: ty2022-05 China Tianying Inc(000035)
Announcement on the signing of Technology License Agreement by holding subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Overview of agreement signing
In order to introduce international advanced energy storage technology and accelerate the layout of the company’s new energy industry, China Tianying Inc(000035) (hereinafter referred to as ” China Tianying Inc(000035) ” or “the company”), the holding subsidiary atlas renewable LLC (hereinafter referred to as “Atlas”) and the developer of gravity energy storage technology energy vault on January 30, 2022 (Beijing time), Inc. (hereinafter referred to as “EV”) has signed the technology license agreement (hereinafter referred to as “this Agreement” or “agreement”). Under the agreement, ev authorizes atlas to exclusively use the licensed technology to build and operate gravity energy storage system (“GESS”) facilities in China (including Hong Kong and Macao).
According to the provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of restructuring of listed companies, the signing of this Agreement does not constitute a connected transaction or a major asset restructuring specified in the measures for the administration of major asset restructuring of listed companies, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation and approval.
2、 Basic information of both parties
1．Atlas Renewable LLC
Company type: limited liability company
Registered address: 1885 St James place, suite 888, Houston, TX 77056 USA
Business scope: foreign investment
2．Energy Vault, Inc.
Business license No.: 85-3230987
Company type: limited liability company
Legal representative: Robert piconi (CEO)
Registered address: 4360 Park Terrace drive, suite 100 Westlake Village, CA 91361
United States
Business scope: provide utility scale gravity energy storage solutions for renewable energy
The company is not a dishonest person.
There is no relationship between the company and its holding subsidiary atlas and ev company.
3、 Main contents of the agreement
1. Contents of the agreement
(1) Licensor: energy vault, Inc
(2) Licensee: Atlas renewable LLC
(3) Licensed technology: all intellectual property rights (worldwide patents, copyrights, software, know-how and trade secrets, except trademarks) of the gravity energy storage system (“GESS”) owned by EV as of the effective date of this agreement, as well as all technical improvements made by eV or atlas or both parties. The licensed technology includes software for operating GESS.
(4) Licensing method and region: EV authorizes atlas to exclusively use the licensed technology to build and operate GESS facilities in China (including Hong Kong and Macao) in accordance with the agreement. During the license period, ev shall not directly or indirectly use, license or otherwise transfer the licensed technology to a third party in China (including Hong Kong and Macao) without the prior written consent of atlas. Meanwhile, ev agrees that atlas will grant sublicense to China Tianying Inc(000035) for the licensed technology.
(5) Fees and payment: it consists of exclusive license fee and royalties. The exclusive license fee is US $50 million. Atlas will complete the payment in three times before August 15, 2022 according to the agreement.
(6) License period: the initial license period starts on the effective date of the agreement and ends on August 9, 2029. If the following conditions are met, the license period will be automatically extended for seven and a half years: (a) atlas has paid the exclusive license fee according to the agreement; (b) Atlas and its sublicensers have deployed a gravity energy storage system with no less than 3 GWH energy storage using the licensed technology; (c) There is no correction under the atlas license agreement and other relevant agreements.
(7) Cooperation project: EV will advance US $25 million to build a 100mwh gravity energy storage demonstration project in Rudong, Jiangsu Province, which will be completed and put into commercial operation within 2022.
2. Liability for breach of contract
If atlas fails to pay the exclusive license fee on schedule, ev may choose to terminate the technology license agreement or convert the exclusive license to a non exclusive license.
3. Dispute resolution
All disputes arising from the Technology License Agreement shall be governed by the laws of the state of California. The courts of exclusive jurisdiction relating to the dispute are the federal and state courts in Los Angeles, California.
4、 Impact of the agreement on Listed Companies
EV’s proprietary energy management system software and gravity energy storage technology are designed to help power stations, independent power producers and large industrial energy users reduce levelized energy costs and improve the reliability of power systems, especially renewable power. Compared with other energy storage methods, gravity energy storage has the characteristics of high efficiency, long service life, more safety and environmental protection. The signing of this agreement greatly facilitates the company to introduce and promote EV’s advanced energy storage technology, promote the rapid implementation of gravity energy storage projects in China, help the company build a regional zero carbon energy demonstration center, build a new business form of renewable energy development, and effectively empower the dual engine development strategy of China Tianying Inc(000035) “environmental protection + new energy”.
The signing and performance of this agreement will not affect the independence of the company’s business, and the company’s main business will not rely on the partners due to the contract.
5、 Risk tips
1. EV company, the technology provider, is registered in the United States. Different political systems, legal systems, business environment and cultural background may bring certain risks to the normal performance of this agreement. The company will further understand and be familiar with the legal system, business environment, cultural background and other relevant matters of the United States, so as to effectively reduce and avoid various risks caused by the performance of the agreement.
2. The performance period of this agreement is long. During the implementation of this agreement, there may be uncertainty risks caused by technological changes and changes in the market environment, as well as the risk that the agreement cannot be performed normally due to major changes in the external macro environment and other force majeure factors. Please pay attention to the investment risks. 6、 Documents for future reference
Technology license agreement signed between atlas and ev company.
It is hereby announced.
China Tianying Inc(000035) board of directors
February 7, 2022
