Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565)
Independent opinions of independent directors on the inquiry letter on matters related to the signing of letter of intent for cooperation by Zhejiang Haiyan Liyuan Environmental Protection Technology Co., Ltd. of Shanghai Stock Exchange
Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) (hereinafter referred to as ” Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) ” or “the company”) received the inquiry letter on matters related to Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) signing the letter of intent for cooperation (hereinafter referred to as “the inquiry letter”) issued by Shanghai Stock Exchange on March 1, 2022. The inquiry letter requires the independent directors of the company to express their opinions on the inquiry contents one by one. Therefore, the board of directors of the company communicated with us and provided relevant materials. While reviewing relevant materials, we asked relevant personnel of the company about relevant issues. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) articles of Association and other relevant provisions, as independent directors of the company, based on independent judgment, Independent opinions on matters related to the inquiry letter are as follows:
Question 1. The announcement disclosed that the agreement signed this time is a strategic framework agreement reached by both parties based on cooperation intention, and the specific cooperation content and implementation details need to be further implemented and clarified. Please further explain whether the relevant agreement involves specific contents such as cooperation scale or amount, cooperation mode, cooperation period, rights and obligations of relevant parties, and whether the agreement is legally binding.
reply:
1、 Company reply
(I) whether the relevant agreements involve specific contents such as cooperation scale or amount, cooperation mode, cooperation period, rights and obligations of relevant parties, etc
The letter of intent on cooperation signed by the company and Zhejiang Geely new energy Commercial Vehicle Group Co., Ltd. (hereinafter referred to as “Geely new energy”) did not specify the scale and amount of cooperation, and the two sides did not agree on the specific mode and period of cooperation in the letter of intent on cooperation. The letter of intent on cooperation stipulates that both parties need to bear the obligation of confidentiality for the information and documents obtained from the other party during cooperation. In addition to the above confidentiality obligations, it does not clearly stipulate other rights and obligations of both parties.
(II) is the agreement legally binding
The letter of intent clearly stipulates that the agreement is the cooperation intention of both parties. The cooperation between the two parties is not exclusive, and there are no contractual elements such as cooperation amount and liability for breach of contract. The letter of intent on cooperation stipulates that both parties need to keep confidential the information and documents obtained from the other party during cooperation. Therefore, in addition to the above confidentiality obligations, the letter of intent on cooperation more reflects the cooperation intention of both parties, and there is no compulsory performance bound by law. 2、 Independent directors express their opinions one by one
(I) the cooperation agreement signed between the company and Geely new energy does not specify the cooperation scale, amount, mode and period. Other specific rights and obligations are not clearly stipulated except the obligation of confidentiality.
(II) the cooperation agreement clearly stipulates that the agreement is the cooperation intention of both parties, and the cooperation between both parties is not exclusive. In addition to the confidentiality obligations agreed in the agreement, there is no content of compulsory constraints.
Question 2: the announcement disclosed that the company has advantages in the field of fuel cell system products. The products of the two sides belong to the upstream and downstream links of key core parts specified in the national notice on carrying out fuel vehicle demonstration application. The two sides will cooperate to promote the R & D and industrialization of key core technologies of fuel cells. Please further explain: (1) the specific products that the company plans to develop, produce and sell; (2) Describe in detail the advantages of the company in the field of fuel cell system products in combination with the company’s main business and main products; (3) Describe in detail the specific contents of the key core parts specified in the notice on developing the demonstration application of fuel vehicles, as well as the specific conditions of the company’s products belonging to the upstream and downstream links of the above key core parts.
reply:
1、 Company reply
(I) specific products to be developed, produced and sold by the company
At present, the company has no specific products put into production and sales. The product being developed by the company is hydrogen fuel cell engine system. At present, it is still in the stage of prototype integration technology research and development and trial production, and the parts of the prototype are imported. Since the second half of 2021, the company has completed the integration of two 60kW hydrogen fuel cell engine system prototypes. Two hypsr-01 fuel cell system prototypes (60kW) have passed the inspection of the national new energy vehicle quality supervision and inspection center in terms of engine performance and rated output power. Another two 100kW prototypes are in research and development and trial production. In the future, the company will gradually realize the production of the core components of the hydrogen fuel cell engine system, the design and production of the membrane electrode and bipolar sector.
(II) talents and technical preparation of the company in the field of fuel cell system products
The hydrogen fuel cell engine system business prepared by the company is still in the early stage of development. At present, the company has no obvious talent and technical advantages in the field of fuel cell system products. The company has established a fuel cell business team since November 2021. The team members have certain research foundation and experience. However, at present, the team is small, the team members are young as a whole, and have not obtained fuel cell related patents and software copyrights. The details are as follows:
1. Talent situation
At present, the company has recruited 7 technical talents with relevant experience in battery field. At present, the company’s fuel cell business team has been established for a short time, and its members are young as a whole. Most of the members of the company’s fuel cell team come from China’s leading fuel cell enterprises or scientific research institutions. Most of them have the professional background of mechanical engineering and are capable of completing the integration of hydrogen fuel cell system and the R & D and production of related components. The main information of the existing team members is as follows:
(1) Miao Junjie, born in 1988, Chinese nationality, has a bachelor’s degree in electronic information engineering from Lishui University. From August 2016 to October 2021, he served as the assistant to the general manager of Edelman hydrogen energy equipment Co., Ltd. and has been the head of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) hydrogen energy business department since November 2021.
(2) Yu Jianglong, born in 1991, Chinese nationality, has a postgraduate degree in mechanical engineering from Guizhou University. From September 2017 to September 2019, he served as Weichai Power Co.Ltd(000338) structure R & D Engineer, and from October 2019 to January 2022, he served as Weichai Power Co.Ltd(000338) electric control R & D Engineer and calibration Engineer (person in charge of heavy truck project), From February 2022 to now, he has served as manager of system department and system software engineer of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) hydrogen energy division.
(3) Fang Xiaoyuan, born in 1990, Chinese nationality, holds a doctorate degree in power engineering and Engineering Thermophysics from Shanghai Jiaotong University. From October 2020 to January 2022, he served as the system engineer of the 71st Research Institute of China Cssc Holdings Limited(600150) Group Co., Ltd. and the manager of the R & D Department of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) hydrogen energy industry department since February 2022.
(4) Cai Zhuolong, born in 1987, Chinese nationality, has a bachelor’s degree in mechanical design, manufacturing and automation from Southwest Jiaotong University. From September 2009 to March 2014, he served as the workshop director assistant of Zhejiang Jinfei Holding Group Co., Ltd. and from April 2014 to April 2017, he served as the mechanical engineer of Jiashan RuiChuang Electronic Technology Co., Ltd, From May 2017 to October 2021, he served as the engineer of the design department of Edelman hydrogen energy equipment Co., Ltd. and since November 2021, he has served as the manager of the design department of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) hydrogen energy business department.
(5) Wu Jian, born in 1993, Chinese nationality, has a bachelor’s degree in electrical engineering and automation of Taizhou University. From April 2017 to October 2021, he was the head of the test center of Edelman hydrogen energy equipment Co., Ltd. and has been the manager of the test center of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) hydrogen energy business Department since November 2021.
(6) Xu asheng, born in 1995, Chinese nationality, mechanical design, manufacturing and automation of Ningbo Institute of engineering
Bachelor degree in chemical engineering, product design assistant of Ningbo Shunyu mould Co., Ltd. from March 2017 to March 2018, engineer of Process Department of Edelman hydrogen energy equipment Co., Ltd. from April 2018 to April 2020, and Tanac Automation Co.Ltd(300461) mechanical designer from April 2020 to April 2021, From April 2021 to November 2021, he served as the process engineer of Wenlida Power Technology Co., Ltd. From December 2021 to now, he has served as the engineer of the design department of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) hydrogen energy division.
(7) Liu Ruoying, born in 1995, Chinese nationality, with a bachelor’s degree in guidance and management from Jinggangshan University, served as the director of the after-sales department of Edelman hydrogen energy equipment Co., Ltd. from April 2018 to October 2021, and has been the manager of the system assembly department of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) hydrogen energy business Department since November 2021.
In the future, the company will continue to promote personnel recruitment and training plans. The fuel cell industry is a technology intensive high-tech industry with strong professionalism and higher requirements for talents. There may be a risk of shortage of high-end technical talents in the process of project R & D and operation.
2. Technical situation
At present, the company has no obvious competitive advantage in technology, and has not obtained relevant patents and software copyrights for hydrogen energy engine system. At present, there are no specific products put into production and sales.
The company is currently in the stage of R & D and trial production of relevant technologies for hydrogen fuel engine system integration. In the second half of the year, hyr-60kw prototype engine and other new engines manufactured by the national energy center have passed the performance inspection of 20201-ps1 engine. Two 100kW series fuel cell system products are still in the stage of R & D and trial production.
The company’s hydrogen fuel engine system is in the stage of R & D and trial production, and has not obtained relevant patents. The company plans to apply for relevant patents and software copyrights for R & D results in the first half of 2022. At present, the company plans to apply for invention patents, utility model patents and software copyrights related to hydrogen fuel cell system as follows:
(1) Patent to be applied for
Specific technology of serial number application
1 low platinum film electrode technology
2 high efficiency coating process of membrane electrode
3 five in one and seven in one precision assembly technology
4 metal bipolar sector type design
Metal bipolar sector
5 high performance coating technology
6 high power density stack design
Design and manufacturing technology of high reliability stack
8 high precision stacking process
9 fuel cell system design and integration technology
Specific technology of serial number application
10 fuel cell system redundancy control technology
11 fuel cell system fault tolerance and high reliability control technology
12 low temperature storage and start-up technology of fuel cell
(2) Software copyright to be applied for
Specific technology of serial number application
1. Fuel cell system control software
The company is developing high-performance and long-life membrane electrode, high-precision formed metal bipolar sector and high-power density fuel cell stack, and has realized the integration of 60kW and 100kW series fuel cell system products.
There are certain technical barriers in the R & D, production and manufacturing of fuel cell system. The company will also continuously improve the products on the current basis to improve the product performance, so as to further improve the technical barriers to competition.
Driven by China’s policies and market, all forces have accelerated the layout within the fuel cell industry chain, and increased product R & D investment and market promotion. The head vehicle enterprises continue to accelerate the R & D investment and market promotion in the fuel cell vehicle industry. Some traditional engine or motor production enterprises continue to promote the cooperation with international leading fuel cell enterprises through technical authorization, joint venture, strategic cooperation and equity investment. The market competition is becoming increasingly fierce. Taking Beijing Sinohytec Co.Ltd(688339) as an example, according to the public information, Beijing Sinohytec Co.Ltd(688339) has released 240kw fuel cell system, and has more than 400 patents and more than 460 pending patent applications in China. The company’s technology is in its infancy and may face fierce market competition in the future.
(III) the specific contents of the key core parts specified in the notice on developing the demonstration application of fuel vehicles, as well as the specific conditions of the company’s products belonging to the upstream and downstream links of the above key core parts
1. Specific contents of key core parts
According to the interpretation of the notice of the Ministry of finance, the Ministry of industry and information technology, the development and Reform Commission of the Ministry of science and technology and the National Energy Administration on carrying out the demonstration application of fuel cell vehicles published by the Ministry of Finance: “Focus on supporting the R & D breakthroughs of key core technologies, and promote the examination, verification and iterative improvement of key parts in industrial application. Focus on supporting the R & D breakthroughs of key core technologies such as electric reactor, membrane electrode, proton exchange membrane, carbon paper, catalyst, bipolar sector, hydrogen circulation system and air compressor.”
2. The company’s products belong to the upstream and downstream links of the above key core parts
At present, the products produced and sold by the company are mainly water treatment system equipment, and the hydrogen fuel cell engine system equipment has not yet been sold. At present, the product does not belong to the above key core parts.
The products that the company plans to develop, produce and sell in the near future are mainly hydrogen fuel cell engine systems, not
