Securities code: Beijing Const Instruments Technology Inc(300445) securities abbreviation: Beijing Const Instruments Technology Inc(300445) Announcement No.: 2022004
Beijing Const Instruments Technology Inc(300445)
Announcement on signing strategic cooperation 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 agreement signed this time is a principled and guiding agreement on the willingness of both parties to cooperate. When carrying out specific projects in the future, corresponding cooperation agreements need to be signed separately. The company will perform relevant decision-making procedures and information disclosure obligations in accordance with relevant laws and regulations and the articles of Association. There are certain uncertainties in the specific cooperation content and implementation progress. Please pay attention to the investment risks.
2. The strategic cooperation agreement signed this time is a framework agreement and does not involve specific amount. The performance of the agreement will not have a significant impact on the company’s financial status and operating results in 2022.
3. The company does not have the situation that the framework agreement disclosed in the last three years has made no progress or the progress has not reached the expectation. 1、 Overview of agreement signing
On March 2, 2022, Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as “the company” or ” Beijing Const Instruments Technology Inc(300445) “) and China Metrology Co., Ltd. (hereinafter referred to as “China Metrology”) signed a strategic cooperation agreement in Beijing through friendly negotiation based on the principle of “win-win cooperation, resource sharing, complementary advantages, equality and trustworthiness”. In order to help the construction of national advanced measurement system, jointly explore and promote the development of domestic instrument industry in the direction of high-end, digital and intelligent, promote the integrated innovation and coordination of “production inspection, learning, research and application” in the instrument industry, and give full play to the leading and driving role of central enterprises, the two sides will launch the “comprehensive collaborative partnership plan” around China Inspection and measurement, Cooperate on the construction of smart laboratory in the field of measurement, the establishment of instrument and equipment technical training system and equipment marketing system, and the creation of “maintenance + measurement” one-stop after-sales service guarantee system.
The strategic cooperation agreement signed this time does not involve a specific amount, does not constitute a connected transaction, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. The information disclosure of listed companies on the Shenzhen Stock Exchange shall be carried out in a timely manner in accordance with the relevant laws and regulations of the Shenzhen Stock Exchange, the self regulatory rules of the Shenzhen Stock Exchange, etc.
2、 Counterparty introduction
1. Basic information
Company name: China Inspection & measurement Co., Ltd
Nature of company other limited liability companies
Registered address: 705, 18-2-2, floor 7, No. 18, Xiba hedongli, Chaoyang District, Beijing
Legal representative: Zhang Zhonghai
Registered capital: 100 million yuan
Unified social credit code 91110105ma01u5b72j
Business term: from August 11, 2020 to no fixed term
Date of establishment: August 11, 2020
Measurement services; Technical development, technical consultation, technical services and technical testing; Sales of chemical products (excluding hazardous chemicals), mechanical equipment, instruments and meters. (the main business entities of the city shall independently choose business projects and carry out business activities according to law; and the projects that must be approved according to law 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.)
The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are not related to CIIC measurement, and the company is not related to CIIC measurement.
2. Similar transactions
In the last three years, the company has no similar transactions with China Inspection and measurement.
3. Performance capability analysis
CIIC metrology is a platform company under China Inspection and certification (Group) Co., Ltd. (hereinafter referred to as “CIIC”) specializing in scientific research, development and technical services in the field of Metrology and calibration. It is jointly initiated and established by CIIC and China Metrology Technology Development Co., Ltd., a wholly-owned subsidiary of China Academy of metrology. It currently exists according to law and operates normally, Have good credit status and performance ability. 3、 Main contents of the agreement
（1） Subject of agreement
Party A: China Inspection and measurement Co., Ltd
Party B: Beijing Const Instruments Technology Inc(300445)
（2） Basis of cooperation
Since 2022, the State Council and the metrological administrative department of the State Council have successively issued important documents such as the metrological development plan (20212035) and the guiding opinions on strengthening the construction of the national modern advanced measurement system, which define the guiding ideology, basic principles, development objectives, key tasks and safeguard measures to promote the development of Metrology in the future. In order to give play to the leading role of central enterprises, help the high-quality development of domestic instrument industry and promote the R & D and application of advanced measuring instruments and equipment, Party A launched the “comprehensive collaborative partnership plan” and invited party B to jointly promote the integrated innovation and collaborative development of “production inspection, learning, research and application” of instrument industry.
（3） Cooperation content
1. Party B shall participate in the construction of Party A’s R & D center and jointly promote the construction of smart laboratory in the field of measurement based on industrial Internet of things, artificial intelligence and other technologies.
2. Party B shall participate in the construction of Party A’s Vocational Education Center, jointly carry out vocational education and training, provide all-round training courses such as instrument management for instrument and equipment users, and promote the establishment of instrument and equipment technical training system.
3. Jointly establish the equipment marketing system, give full play to the advantages of Party A’s global service network, customer resources and brand influence, enrich Party B’s sales channels in China and overseas markets, and jointly carry out overseas market access policy research, overseas exhibition arrangement and other work.
4. Promote the deep integration of equipment after-sales service, give full play to Party A’s technical ability and network advantages in calibration / testing, and jointly build a “maintenance + measurement” one-stop after-sales service guarantee system with Party B.
5. Both parties shall establish a regular joint meeting mechanism once every six months and a sharing mechanism for integrating the advantageous resources of both parties.
6. This agreement is a framework agreement signed between Party A and Party B, which is a principled and guiding document to establish a comprehensive strategic cooperative relationship between both parties. Under the principle of abiding by this agreement, both parties shall sign a corresponding cooperation agreement when carrying out specific projects.
7. Both parties have the obligation to keep confidential the business secrets of the other party.
8. This agreement is made in quadruplicate, with each party holding two copies. This Agreement shall come into force from the date when the legal representatives or authorized agents of both parties sign and affix their official seals, and shall be valid for five years. After the expiration of this agreement, if both parties have no objection, the agreement can be automatically extended. 4、 Impact on the company
1. This cooperation agreement is a framework agreement and does not involve specific amount. The performance of the agreement will not have a significant impact on the company’s financial status and operating results in 2022.
2. As a measurement and calibration platform under China Inspection Group, China Inspection metrology can provide thousands of professional services in the professional fields of geometry, heat, mechanics, electromagnetism, radio, time-frequency, optics, acoustics, ionizing radiation, physics and chemistry, and set up high-end measurement and calibration laboratories in the fields of photovoltaic, ionizing radiation, electricity, radio and medical and health in many places across the country, It has extensive service network and customer resources with central enterprises. This cooperation is the phased embodiment of the company’s long-term development strategic layout, which is conducive to giving full play to the company’s core technical advantages and functional system advantages in the detection fields of pressure, temperature and humidity, electricity and so on, further improving the company’s core competitiveness and sustainable development ability, and promoting the company’s business layout.
3. 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、 Major risk tips
1. This agreement is a principled and guiding preliminary agreement on the willingness of both parties to cooperate. It does not involve specific amount, and there is uncertainty about the impact on the company’s 2022 operating performance and long-term income.
2. The cooperation content of this agreement has not been fully carried out, and the specific implementation of subsequent cooperation will be subject to the relevant agreements signed separately. The company will timely perform the obligation of information disclosure according to the progress of follow-up cooperation in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association. Please pay attention to the investment risks. 6、 Other relevant instructions
1. As of the disclosure date of this announcement, the company has not disclosed the strategic cooperation framework agreement in the last three years.
2. Within three months before the signing of this agreement, the company has no changes in the shareholding of controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers.
3. As of the disclosure date of this announcement, the company has not received the plan of controlling shareholders, shareholders holding more than 5% shares and 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
1. Strategic cooperation agreement signed by Beijing Const Instruments Technology Inc(300445) and China Inspection & measurement Co., Ltd.
It is hereby announced.
Beijing Const Instruments Technology Inc(300445) board of directors
March 3, 2022
