Securities code: 600641 securities abbreviation: Shanghai Wanye Enterprises Co.Ltd(600641) Announcement No.: pro 2022-011 Shanghai Wanye Enterprises Co.Ltd(600641)
Announcement on the signing of major contracts by holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Beijing kaishitong Semiconductor Co., Ltd. (hereinafter referred to as “Beijing kaishitong”), the holding company of Shanghai Wanye Enterprises Co.Ltd(600641) (hereinafter referred to as “the company”, “the company” and ” Shanghai Wanye Enterprises Co.Ltd(600641) “), intends to sell a number of 12 inch integrated circuit equipment (including low-energy high beam ion implanters and low-energy high beam ultra-low temperature ion implanters) to important customers, The total transaction amount is 657813051.72 yuan.
The contract shall come into force on the date when it is signed and sealed by both parties.
Contract performance period: the delivery period is 1 year and the quality assurance period is 2 years. Subsequent adjustments may be made according to relevant progress or the requirements of the contractor.
Risk tips:
1. During the delivery of this transaction, there are risks that the revenue cannot be recognized due to the failure of equipment acceptance, delivery delay, refusal of delivery and other reasons, as well as uncertain risks such as the failure of the counterparty to pay the consideration of this transaction in time in the future, and significant changes in the operation of the counterparty. 2. During the subsequent performance of this transaction, there are uncertain risks such as the contract cannot be fully performed, the contract is changed, one or both parties default, and the transaction is suspended, suspended or cancelled. 3. The pricing of this transaction refers to the price of similar international equipment and the principle of fairness. There are risks affecting the transaction pricing in subsequent transactions, such as changes in the international market, changes in industrial policies and industrial policies, and equipment and technology upgrading in the industry.
Draw investors’ attention to relevant risks.
1、 Transaction overview
Beijing kaishitong, the company’s holding Sun company, signed a purchase order with important customers on January 30, 2022. Beijing kaishitong sold several 12 inch integrated circuit equipment to it: (including low-energy high beam ion implanter and low-energy high beam ultra-low temperature ion implanter), with a total transaction amount of RMB 657813051.72. The contract shall come into force on the date when it is signed and sealed by both parties. The performance period of the contract is: the delivery period is 1 year and the quality assurance period is 2 years. Subsequent adjustments may be made according to relevant progress or the requirements of the contractor.
2、 Introduction to counterparty
As part of the contract information and relevant information of the contracting buyer involve trade secrets and confidentiality obligations, the company will exempt the disclosure of relevant information in accordance with the confidentiality provisions of both parties. The contracted buyer has excellent asset scale and transaction reputation, and has good performance ability.
The contracted buyer has no relationship with the company.
3、 Main terms of the contract
（1） Trading parties
Buyer (hereinafter referred to as “important customer”)
Seller (hereinafter referred to as “Beijing kaishitong” or “supplier”): Beijing kaishitong Semiconductor Co., Ltd
（2） Transaction content: Beijing kaishitong sells several 12 inch integrated circuit equipment (including low-energy high beam ion implanter and low-energy high beam ultra-low temperature ion implanter) to important customers.
（3） Transaction price: the total price of multiple 12 inch integrated circuit equipment is 657813051.72 yuan.
（4） Product description
1. Istellar 500 (low energy high beam ion implanter)
2. Istellar 500C (low energy large beam Ultra low temperature ion implanter)
（5） Warranty period: 2 years
（6） Important customers have the right to modify or reduce the quantity of the subject matter of the order.
（7） Time limit, place and method of performance: according to this order, confirm the delivery date with the user department before delivery, and deliver on time according to the brand, specification, model, quality, quantity and technical quality specifications confirmed by both parties (including (1) technical standards (2) use purpose (3) functional effect (4) use environment, etc.).
（8） Reject
Without prejudice to the supplier’s warranty obligations, important customers have the right but not the obligation to accept the goods within a reasonable time after the goods arrive at the place of delivery or after completing installation, assembly, commissioning or other work specified in this purchase order, so as to determine whether the requirements agreed by both parties are complied with. If the important customer fails to inspect or cannot find defects, faults or damages in the pre inspection at the time of delivery, the important customer still has the right to refuse to accept the goods after exceeding the reasonable period specified in the terms of this purchase order. If the goods are defective and / or do not meet the requirements and specifications of important customers, important customers reserve the right to reject them. Important customers shall inform the supplier in writing of the reasons for rejection. At the discretion of the important customer, all rejected goods shall be returned to the supplier or retained or disposed of by the important customer (all costs shall be borne by the supplier). The risk of all rejected goods shall be transferred to the supplier when the important customer notifies the supplier of rejection. The supplier shall immediately, without any delay and deduction, pay in full all amounts paid by important customers for rejected goods, work or services. The ownership of all rejected goods shall vest in the supplier after the important customer receives the full return of the above amount. The supplier shall compensate the important customer for all damages, losses, claims and expenses arising from the use or sale of the goods. If it is found that some goods do not meet the specifications of important customers after inspection, important customers have the right to cancel the remaining undelivered part of the order. The payment for goods paid before acceptance shall not constitute acceptance of goods and shall not affect any and all claims of important customers against suppliers. Important customers shall have the right to purchase goods from third parties, and all additional costs incurred in this regard shall be borne by the supplier. If the important customer chooses remedial measures and the defects and / or nonconformities of the goods are caused by the supplier’s negligence, act or omission, the supplier shall remedy the defective goods or nonconforming products free of charge.
（9） Liability for breach of contract
Important customers have the right to charge fines for the following acts in violation of this purchase order, and important customers have the right to return goods, refuse to pay, and unilaterally terminate this purchase order. If the supplier refuses to pay the following penalty, the important customer can deduct the penalty from the purchase price of the order: (a) if the supplier increases the price without the prior written consent of the purchase department of the important customer, the important customer has the right to charge 5% of the total amount of the order as the penalty for breach of this purchase order; (b) If the delivery of the supplier’s products is delayed or refused (both for delivery and acceptance), and without justified reasons, the important customer has the right to charge 0.1% (up to 20%) of the total amount of the order every day as a penalty for breach of this purchase order; (c) If the products provided by the supplier do not meet the brand, specification or quality requirements, important customers have the right to charge 5% of the total amount of the order as a penalty for breach of this purchase order.
4、 Impact of this transaction on Listed Companies
This transaction is conducive to the market expansion and sales of various 12 inch integrated circuit equipment of kaishitong, the holding subsidiary of the company, including low-energy high beam ion implanter and low-energy high beam ultra-low temperature ion implanter, and enhance the company’s core competitiveness in the field of integrated circuit equipment. The transaction price of the equipment sold this time is fair and reasonable, and there is no damage to the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
This transaction will not have a great impact on the company’s daily operation and performance this year.
5、 Risks in this transaction
1. During the delivery of this transaction, there are risks that the revenue cannot be recognized due to the failure of equipment acceptance, delivery delay, refusal of delivery and other reasons, as well as uncertain risks such as the failure of the counterparty to pay the consideration of this transaction in time in the future, and significant changes in the operation of the counterparty. 2. During the subsequent performance of this transaction, there are uncertain risks such as the contract cannot be fully performed, the contract is changed, one or both parties default, and the transaction is suspended, suspended or cancelled. 3. The pricing of this transaction refers to the price of similar international equipment and the principle of fairness. There are risks affecting the transaction pricing in subsequent transactions, such as changes in the international market, changes in industrial policies and industrial policies, and equipment and technology upgrading in the industry.
Draw investors’ attention to relevant risks.
It is hereby announced.
Shanghai Wanye Enterprises Co.Ltd(600641) board of directors February 8, 2022
