Securities code: 300229 securities abbreviation: Trs Information Technology Co.Ltd(300229) Announcement No.: 2022-012 bond Code: 123105 bond abbreviation: Tuoer convertible bond
Trs Information Technology Co.Ltd(300229)
About and Bluefocus Intelligent Communications Group Co.Ltd(300058)
Announcement on signing strategic cooperation framework agreement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The strategic cooperation framework agreement signed this time is a framework and intentional agreement on the cooperation wishes of both parties, which lays a foundation for both parties to promote specific project cooperation. At each stage of the implementation of the contents of this agreement, it is still necessary to sign an agreement separately to agree on specific matters, and in accordance with relevant laws and regulations and the relevant provisions of the articles of association, Perform relevant decision-making procedures and information disclosure obligations. There are certain uncertainties in the specific cooperation content and implementation progress. Please invest carefully and pay attention to investment risks.
2. The strategic cooperation framework agreement signed this time does not involve a specific amount and does not have a significant impact on the company's financial situation and operating results this year. As the relevant fields and industries of metauniverse are currently in the stage of exploration and development, if the relevant businesses can be smoothly promoted and implemented as planned in the future, it will have a certain positive impact on the future business performance of the company.
3. The company does not have any follow-up progress of the framework agreement disclosed in the last three years or the progress does not meet expectations. 1、 Overview of agreement signing
On February 24, 2022, Trs Information Technology Co.Ltd(300229) (hereinafter referred to as "the company") and Bluefocus Intelligent Communications Group Co.Ltd(300058) (hereinafter referred to as " Bluefocus Intelligent Communications Group Co.Ltd(300058) ") signed the strategic cooperation framework agreement in Beijing. Following the principle of mutual benefit and adhering to the concept of building a better digital world, relying on the company's core technology and data accumulation in the field of semantic intelligence, the two sides have accumulated business experience in virtual anchor, intelligent Q & a Siasun Robot&Automation Co.Ltd(300024) , intelligent creation, and Bluefocus Intelligent Communications Group Co.Ltd(300058) digital virtual people with independent "soul" in virtual and mixed reality space marketing, so as to expand the market space of both sides, Improve the economic benefits of both sides and realize sustainable development with complementary advantages, mutual benefit and win-win results.
The strategic cooperation framework agreement signed this time does not involve a specific amount, does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. The strategic cooperation framework of the company does not need to be submitted to the general meeting of shareholders for approval.
The company will timely perform relevant approval procedures and information disclosure obligations according to the progress of this strategic cooperation.
2、 Introduction to counterparty
(I) basic information
1. Name: Bluefocus Intelligent Communications Group Co.Ltd(300058)
2. Unified social credit Code: 91110000744727456h
3. Legal representative: Pan Anmin
4. Registered capital: 249103783400 yuan
5. Type: joint stock limited company (listed, natural person investment or holding)
6. Date of establishment: November 4, 2002
7. Address: a5-01, second floor, building 10, Jiuxianqiao North Road, Chaoyang District, Beijing
8. Business scope: technology development, technology transfer, technical service and technical consultation of big data, computer software, network and system integration; Enterprise planning; Corporate image planning; Marketing information consultation; Public relations consultation; Conference services; Professional training in public relations; Designing, producing, acting and publishing advertisements; Import and export of goods, import and export agency, technology import and export; Engage in Internet cultural activities. (market entities shall independently choose business items and carry out business activities according to law; engage in Internet cultural activities. As well as projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
9. Related relationship: the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company have no related relationship with Bluefocus Intelligent Communications Group Co.Ltd(300058) , and the company has no related relationship with Bluefocus Intelligent Communications Group Co.Ltd(300058) .
(II) similar transactions
In the last three years, the company has no similar transactions with Bluefocus Intelligent Communications Group Co.Ltd(300058) .
(III) performance capability analysis
Bluefocus Intelligent Communications Group Co.Ltd(300058) is a company listed on the growth enterprise market of Shenzhen Stock Exchange. The securities abbreviation is Bluefocus Intelligent Communications Group Co.Ltd(300058) , and the securities code is 300058. Bluefocus Intelligent Communications Group Co.Ltd(300058) exists in accordance with the law and operates normally, with good credit status and performance ability. 3、 Main contents of the agreement
Party A: Bluefocus Intelligent Communications Group Co.Ltd(300058)
Party B: Trs Information Technology Co.Ltd(300229)
1. Give full play to Party B's unique advantages in metacosmic technology genes such as Chinese natural language processing core technology, Beijing Vastdata Technology Co.Ltd(603138) accumulation and knowledge map with professional ability in the industry, as well as Party B's existing business experience in the application of semantic intelligence in the metacosmic field, such as intelligent question answering Siasun Robot&Automation Co.Ltd(300024) and intelligent creation. Give full play to Party A's ability and experience in building digital virtual human and its application in the field of smart marketing. The two sides jointly promote the application of semantic intelligence technology in digital virtual human, and jointly build a digital virtual human with independent language ability and unique "soul".
2. Relying on the industry partner resources of both sides, actively promote the application of digital virtual human in meta universe scenes such as media, finance, government and enterprise digital marketing, enable media editing, broadcasting, intelligent customer service of financial institutions, intelligent risk control and intelligent social services, and build an influential cooperation ecosystem.
3. Both parties guarantee to use relevant data on the premise of meeting the requirements of national laws and commercial agreements. 4. The two sides determine the cooperation and coordination office, which is responsible for providing cooperation materials, agreeing on cooperation matters, formulating cooperation plans, connecting cooperative enterprises, coordinating cooperation matters and implementing cooperation matters.
5. In cooperation, both parties should support each other's development, publicize each other's image, maintain each other's reputation and expand cooperation fields as much as possible; At the same time, both parties shall jointly keep relevant business secrets and jointly ensure the security of relevant data.
6. Both parties shall negotiate to solve the problems encountered in the cooperation.
7. Both parties shall jointly establish a market risk early warning, prevention and disposal mechanism to protect the interests of both parties to the greatest extent.
8. The two sides agreed to establish an irregular meeting and communication mechanism between the management.
9. This agreement is a framework agreement, and specific cooperation matters need to be further clarified in each specific cooperation contract.
10. The two sides have established a strategic cooperative partnership with each other and maintained it for a long time.
11. This agreement is made in quadruplicate, with each party holding two copies. It has the same legal effect and takes effect from the date of signature and seal by both parties.
4、 Impact of the agreement on Listed Companies
(I) the strategic cooperation framework agreement signed this time does not involve a specific amount and does not have a significant impact on the company's financial status and operating results this year. As the relevant fields and industries of metauniverse are currently in the stage of exploration and development, if the relevant businesses can be smoothly promoted and implemented as planned in the future, it will have a certain positive impact on the future business performance of the company.
(II) the company is a leading semantic intelligence product and service provider with independent Chinese natural language processing core technology in China. The company has been deeply engaged in Chinese natural language processing for more than 20 years. It is a leading enterprise in the field of semantic intelligence in China. It has unique advantages in Chinese natural language processing core technology, Beijing Vastdata Technology Co.Ltd(603138) accumulation and knowledge map with professional ability in the industry. Semantic intelligence is the key underlying technology of the meta universe, and the company's existing intelligent Q & a Siasun Robot&Automation Co.Ltd(300024) , intelligent creation and other products have reflected the application of semantic intelligence in the field of meta universe. The company has a natural technical gene and business foundation in the field of building a meta universe digital virtual human.
This cooperation is an important embodiment of the company's long-term development strategic layout, which is conducive to give full play to the company's key bottom technology advantages of metauniverse represented by semantic intelligence, explore and expand innovative applications in related fields of metauniverse and build an ecosystem of metauniverse cooperation with the help of the existing business foundation of virtual anchor, intelligent Q & a Siasun Robot&Automation Co.Ltd(300024) , intelligent creation and so on, In order to realize the business development of the company, give play to the Industrial Synergy, enhance the core competitiveness of the company, improve the profitability, and maintain the healthy and steady development of the company, which is in line with the interests of the company and all shareholders. (III) the signing of this agreement will not adversely affect the business independence of the company, and the main business of the company will not rely on the counterparty due to the performance of the agreement.
5、 Risk tips
(I) the impact of the strategic cooperation framework agreement signed this time on the company's operating performance and long-term income in the current year is uncertain.
(II) this agreement is only an intentional framework agreement, which aims to express the preliminary cooperation intention and cooperation mode of all parties. The specific details and amount of cooperation need to be further negotiated by all parties and perform the necessary internal decision-making procedures. Therefore, it is uncertain whether the final cooperation can be reached and whether the relevant cooperation terms are consistent with the intention agreement.
(III) the company will perform relevant decision-making procedures and information disclosure obligations in accordance with the follow-up progress of this Agreement and the relevant provisions of relevant laws and regulations and the articles of association. Please invest carefully and pay attention to investment risks.
6、 Other relevant instructions
(I) as of the disclosure date of this announcement, the company has not disclosed the strategic cooperation framework agreement in the last three years.
(II) Shareholding changes of controlling shareholders, shareholders holding more than 5% shares and directors, supervisors and senior managers of the company within three months before the signing of this Agreement:
1. On November 29, 2021, the controlling shareholder of the company, Xinke Interactive Technology Development Co., Ltd. (hereinafter referred to as "Xinke interactive") and Shenzhen Qianhai Botai Guangyi Investment Management Co., Ltd. (on behalf of "Botai selection No. 1 private securities investment fund") (hereinafter referred to as "Botai selection No. 1") signed the share transfer agreement on Trs Information Technology Co.Ltd(300229) , Xinke interactive plans to transfer 37882113 shares of the company's non tradable shares held by it to Botai selection No. 1 through agreement transfer, accounting for 5.30% of the company's total share capital as of November 26, 2021. The transfer price is 9.66 yuan / share, and the total transfer price is 365941211.58 yuan. The above-mentioned share transfer agreement has completed the transfer registration procedures, and obtained the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. on December 17, 2021. The transfer date is December 16, 2021. The nature of the shares transferred under this agreement is liquid shares with unlimited sales conditions. After the transfer of this agreement, the number of shares of the company held by Botai selection No. 1 is 37882113 shares, accounting for 5.30% of the total share capital of the company as of December 16, 2021, and it is the third largest shareholder of the company.
2. In the three months before the signing of this agreement, except for Xinke interactive and Botai selection No. 1, the shareholders holding more than 5% of the company, Beijing Beixin University of science and Technology Asset Management Co., Ltd. (hereinafter referred to as "Beixin University of science and technology") and the directors, supervisors and senior managers of the company did not have any shareholding change.
3. The controlling shareholders of the company, other shareholders holding more than 5% shares and the directors, supervisors and senior managers of the company do not have the situation of lifting the restrictions on the sale of restricted shares in the next three months.
As of the disclosure date of this announcement, the company has not received the plan of controlling shareholders, other shareholders holding more than 5% and the directors, supervisors and senior management of the company to reduce the shares of the company in the next three months. If the share reduction plan is to be implemented in the future, the company will urge the information disclosure obligor to timely perform the information disclosure obligations in accordance with relevant regulations.
7、 Documents for future reference
Strategic cooperation framework agreement
It is hereby announced.
Trs Information Technology Co.Ltd(300229) board of directors February 25, 2022
