Bestway Marine & Energy Technology Co.Ltd(300008)
Announcement on signing cooperation framework agreement
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Special tips:
1. The cooperation framework agreement signed this time is a guiding document for in-depth cooperation between the two parties. The specific rights and obligations of both parties shall prevail over the contract signed in the future. There is uncertainty in the specific cooperation situation.
2. The specific project implementation and subsequent investment under this framework agreement need to sign relevant formal agreements or contracts, and perform relevant decision-making, administrative approval and other pre procedures. There is uncertainty in the signing and performance of this framework agreement and its subsequent agreements or contracts. 3. The signing of this framework agreement is based on the relevant patents and technologies formed by Zhu Guangya Research Institute, It is proposed to apply this technology to the cooperative high-speed communication of surface unmanned craft and shipborne (underwater launch) unmanned aerial vehicle, high anti-interference fuze of special equipment and underwater Siasun Robot&Automation Co.Ltd(300024) For the R & D and application business of explosives and special target trace detection security and other related products, at present, the company has no related products using this technology. There is still uncertainty about the final transformation of scientific and technological achievements, industrial development and recognition of relevant users in this cooperation.
4. The research and development of this framework agreement may fail or fail in part, resulting in the risk of no results in the company’s investment and the work of partners.
5. This framework agreement is a framework document for cooperation between both parties, does not involve specific amount, and will not have a significant impact on the current operating performance and financial status of the company. The impact on the long-term development of the company depends on the promotion and implementation of subsequent specific business cooperation. The company will implement corresponding approval procedures in accordance with relevant regulations and the progress of cooperation matters, and timely perform the obligation of information disclosure. Please pay attention to investment risks.
1、 Agreement signing background
Bestway Marine & Energy Technology Co.Ltd(300008) (hereinafter referred to as “the company”) signed the cooperation framework agreement with Shanghai zhuguangya Institute of strategic science and Technology (hereinafter referred to as “zhuguangya Institute”) on December 24, 2021 , based on the market demand and the respective advantageous resources of both sides, focusing on the technological transformation of terahertz, trace detection and other technologies, we are committed to the development of terahertz high-speed communication, terahertz fuze and underwater security targeted equipment. Zhu Guangya Research Institute has formed relevant patents for this technology and reached the stage of achievement transformation. The company plans to cooperate with it to apply this technology to the R & D and application business of surface unmanned craft and boat borne (underwater launch) UAV collaborative high-speed communication, high anti-interference fuze of special equipment, underwater Siasun Robot&Automation Co.Ltd(300024) explosives and trace detection and security of special targets.
This framework agreement does not involve a specific amount, does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The signing of the cooperation framework agreement does not need to be submitted to the board of directors and the general meeting of shareholders for approval. The company will timely perform relevant approval procedures and information disclosure obligations according to the progress of the matter. Please pay attention to investment risks.
2、 Basic information of the other party
Counterparty: Shanghai zhuguangya strategic science and Technology Research Institute
Unified social credit Code: 12310115mb2f04260l
Registered capital: 100000 yuan
Person in charge: Yao Jun
Address: Building 6 and building 8, No. 99, Huanhu West 1st Road, Nanhui new town, Pudong New Area, Shanghai
Business scope: carry out scientific research, achievement transformation and industrialization in the directions of micro system and terahertz technology, high-performance science and engineering computing, nuclear technology application, extreme manufacturing, industrial testing and advanced medical treatment.
Association: there is no association between Zhu Guangya Research Institute and the company.
Similar transactions: Zhu Guangya Research Institute has not had similar transactions with the company in the past three years.
Performance capability: Zhu Guangya’s Research Institute, departments and institutions have good credit status and full performance capability.
3、 Main contents of the framework agreement
Party A: Bestway Marine & Energy Technology Co.Ltd(300008)
Party B: Shanghai zhuguangya strategic science and Technology Research Institute
Term of validity: three years
(i) Purpose of cooperation
Based on the market demand and their respective advantageous resources, the two sides focus on the technological transformation of terahertz, trace detection and other technologies, and are committed to the development of terahertz high-speed communication, terahertz fuze and underwater security targeted equipment, so as to jointly create an innovative ecology of win-win cooperation and coordinated development.
（2） Task division
1. As a listed company, Party A will be responsible for product or project planning, providing capital, industry and other resources docking and guarantee; Party B relies on the relevant technical support and achievement accumulation of China Academy of Engineering Physics as the technical resource guarantee platform.
2. Both parties shall be responsible for providing relevant data and documents required by the project, providing technical support for the content of cooperative development, and timely informing the progress of the cooperative project; It shall ensure that the technology provided does not infringe the legitimate rights and interests of any unit and individual other than the project partner.
3. From the date of signature by both parties, promote the signing of joint development agreement (establishment of project team) and subsequent joint venture establishment of project industrialization company as soon as possible.
（3） Cooperation mode
1. Strengthen liaison: each project partner shall appoint one person as the liaison to ensure timely communication of information and coordinate the handling of business and technical problems.
2. Organization: establish a project joint development leading group, set up corresponding administrative command line and technical command line, and the management rules, regulations and responsibilities shall be implemented with reference to the relevant requirements of mature equipment model engineering development. After the successful trial production, a joint venture shall be established to implement relevant projects.
3. Stage implementation: project demonstration, project development, test acceptance, iterative development and market promotion.
4. Source of funds: Party A initially plans to raise funds by itself, and Party B (or the related party designated by Party B) provides support based on relatively mature technology, product or process basis, or its intellectual property rights and other intangible assets according to the needs of Party A. both parties can jointly strive for departmental topics and government support at all levels according to relevant policies.
5. Condition Guarantee: during the cooperative development project, each party shall provide office and living convenience for the other party’s project team members to work in the company, and provide support for the operation of the other party’s management system.
（4） Intellectual property and benefit distribution
1. Intellectual property ownership agreement
(1) The intellectual property rights of the cooperative development results shall be negotiated separately by both parties according to the specific project, and neither party can use or transfer them alone;
(2) In the process of cooperative development, the publication of papers, scientific and technological reports, etc. shall not involve the technical and trade secrets of both parties. Prior to publication, the written consent of the other party shall be obtained, and the order of signature shall be agreed by both parties;
(3) Party A and Party B agree that the improvement or innovation of the existing technology in the production process and other technologies obtained from this technology shall be jointly owned by both parties or the cooperation platform company.
2. Other ownership agreements
(1) For the cooperative development project, Party A shall be given priority to production, and may also be arranged for assembly and commissioning in a possible cooperative platform company in the future, but shall not entrust a third party to produce;
(2) The equipment, equipment and materials purchased by investment generated in the R & D process shall be handled in the way of who invests and who owns.
3. Benefit distribution
After the cooperative R & D project obtains economic benefits, it shall be distributed proportionally according to the investment funds invested by all parties and the assessed value of intangible assets. After the project is started, the specific scheme shall be distributed fairly according to the opinions of subsequent participating units and their investment and contribution, and the investment agreement for the establishment of project company shall be signed separately.
（5） Risk bearing
1. If the agreement cannot be performed normally due to force majeure, it shall notify the other party within 24 hours after the occurrence of the force majeure event, so as to reduce the possible losses to the other party. After obtaining the force majeure certificate from relevant institutions or the understanding and confirmation of both parties, it is allowed to delay the performance or amend the agreement, and may be exempted from the liability for breach of contract in part or in whole according to the circumstances.
2. If the research and development fails or partially fails, resulting in no results for Party A’s investment and Party B’s work, both parties agree to bear the risk losses in the following ways: both parties shall bear the losses of their own product development without recourse to each other.
3. If one party voluntarily withdraws, the other party continues to develop and market promotion and obtain profits, and the early investment of the withdrawing party shall be borne by itself. （6） Confidentiality obligation
Both parties shall strictly keep the trade secrets of the other party within the validity period of this Agreement and 5 years from the date of expiration or termination of this agreement. The confidential information shall not be released, disclosed or provided to any other party without the written consent of both parties.
（7） Dispute resolution
In case of any dispute or dispute during the performance of the agreement, both parties shall negotiate and solve it based on the principle of mutual trust and mutual understanding. If the negotiation fails, it is determined to be handled as follows: submit it to the jurisdiction of the court where Party A is domiciled and file a lawsuit.
（8） Others
1. For matters not covered in this agreement, supplementary provisions can be made after consensus by both parties. The supplementary provisions have the same legal effect as this agreement.
2. This agreement is made in quadruplicate, with each party holding two copies, which have the same legal effect.
3. Future cooperation includes but is not limited to high-performance computing, independent software and applications, transient testing, advanced industrial testing, hydrogen energy, extreme manufacturing and other strategic science and technology application research. The two sides shall sign a specific cooperation agreement in due course.
4、 Impact on the company
The company signed the cooperation framework agreement with Zhu Guangya Research Institute, which aims to make full use of the advantageous resources of both sides, focus on the technological transformation of terahertz and trace detection, commit to the development of terahertz high-speed communication, terahertz fuze and underwater security targeted equipment, and jointly create an innovative ecology of win-win cooperation and coordinated development. Zhu Guangya Research Institute has formed relevant patents for this technology and reached the stage of achievement transformation. The company cooperates with it, It is proposed to apply this technology to the R & D and application business of surface unmanned craft and onboard (underwater launch) Unmanned Aerial Vehicle collaborative high-speed communication, special equipment high anti-interference fuze, underwater Siasun Robot&Automation Co.Ltd(300024) explosives and special target trace detection security and other related products, which is conducive to improving the company’s market competitiveness and in line with the company’s overall strategic planning and the interests of all shareholders.
This signing is only a framework agreement, which belongs to the framework and intentional agreement of cooperation intention and basic principles. There is still uncertainty in the implementation and implementation of the framework agreement, which does not have a significant impact on the current operating performance and financial status of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Risk tips
1. The cooperation framework agreement signed this time is a guiding document for in-depth cooperation between the two parties. The specific rights and obligations of both parties shall prevail over the contract signed in the future. There is uncertainty in the specific cooperation situation.
2. The implementation of specific projects under this framework agreement requires the signing of relevant formal agreements or contracts, and the implementation of relevant decision-making, administrative approval and other pre procedures. There is uncertainty in the signing and performance of this framework agreement and its subsequent agreements or contracts.
3. The signing of this framework agreement is based on the relevant patents and technologies formed by Zhu Guangya Research Institute, It is proposed to apply this technology to the cooperative high-speed communication of surface unmanned craft and shipborne (underwater launch) unmanned aerial vehicle, high anti-interference fuze of special equipment and underwater Siasun Robot&Automation Co.Ltd(300024) For the R & D and application business of explosives and special target trace detection security and other related products, at present, the company has no related products using this technology. There is still uncertainty about the final transformation of scientific and technological achievements, industrial development and recognition of relevant users in this cooperation.
4. The research and development of this framework agreement may fail or fail in part, resulting in the risk of no results in the company’s investment and the work of partners.
5. This framework agreement is a framework document for cooperation between both parties, does not involve specific amount, and will not have a significant impact on the current operating performance and financial status of the company. The impact on the long-term development of the company depends on the promotion and implementation of subsequent specific business cooperation. The company will implement corresponding approval procedures in accordance with relevant regulations and the progress of cooperation matters, and timely perform the obligation of information disclosure. Please pay attention to investment risks.
6、 Other instructions
1. As of the date of this announcement, the company has no other framework agreements that should be disclosed but not disclosed in the last three years.
2. Within three months before the signing of this framework agreement, the shareholding of the company’s controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers has not changed. As of the disclosure date of this announcement, the company has not received the plan of controlling shareholders, other shareholders holding more than 5% shares and directors, supervisors and senior personnel to reduce the shares of the company. If relevant reduction plans are involved in the follow-up, 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. Cooperation framework agreement.
It is hereby announced.
Bestway Marine & Energy Technology Co.Ltd(300008) board of directors December 27, 2001
