Securities code: Miracle Automation Engineering Co.Ltd(002009) securities abbreviation: Miracle Automation Engineering Co.Ltd(002009) Announcement No.: 2022010
Miracle Automation Engineering Co.Ltd(002009)
Announcement on signing framework 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.
Important content tips:
1. The framework cooperation agreement signed this time belongs to the framework and intention agreement of the cooperation will and basic principles of both parties, and the specific project agreement signed in the subsequent project cooperation shall prevail. The specific implementation content and progress are still uncertain. Please pay attention to investment risks.
2. This agreement is a framework document for cooperation between both parties and does not involve specific amount. The signing of this agreement will not have a significant impact on the company’s financial status and operating results this year.
3. See “VI. other relevant instructions” for the details of the framework agreement disclosed by the company in the last three years.
1、 Overview of agreement signing
Recently, Miracle Automation Engineering Co.Ltd(002009) (hereinafter referred to as “the company”, Miracle Automation Engineering Co.Ltd(002009) ) and JD Technology Information Technology Co., Ltd. (hereinafter referred to as “JD technology”) signed the framework cooperation agreement (hereinafter referred to as “the agreement”). The two sides intend to make full use of their respective advantages to further promote the green supply chain management system of waste lithium batteries, and realize the “Internet plus recovery” Scene sharing resources and complementary advantages, and create a lithium battery recycling and reuse ecosystem.
The framework cooperation agreement signed this time is an intentional document and does not involve a specific amount. According to the articles of association and relevant provisions, the signing of this Agreement does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation and approval. The company will perform the corresponding decision-making procedures and information disclosure obligations in accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the articles of association and other relevant provisions after both parties clarify the specific cooperation projects.
2、 Introduction to the other party
1. Basic information
Company name: Jingdong Technology Information Technology Co., Ltd
Unified social credit Code: 91110108ma00g9f39b
Enterprise type: limited liability company (sole proprietorship of legal person)
Date of establishment: July 18, 2017
Registered capital: 300 million yuan
Legal representative: Cao Peng
Registered address: 601, 6 / F, building 2, yard 18, Kechuang 11th Street, Beijing Economic and Technological Development Zone, Beijing
Main business: provide a series of technical products and solutions such as information technology consulting services, technology development, data processing, software services and Internet information services.
Jingdong technology is a wholly-owned subsidiary of Jingdong Technology Holding Co., Ltd. (the company and its subsidiaries are hereinafter collectively referred to as “Jingdong Technology Group”). Jingdong Technology Group is a business sub group of Jingdong group, which focuses on technology for industrial services. It is committed to providing technical products and solutions of the whole value chain for enterprises, financial institutions, governments and other customers. Relying on cutting-edge scientific and technological capabilities such as artificial intelligence, big data, cloud computing and the Internet of things, JD Technology Group has created products and solutions for different industries to help industries and enterprises reduce supply chain costs and improve operation efficiency. Jingdong Technology Group is now the core output platform for Jingdong group to provide technical services to the outside world. It has rich industrial understanding, profound risk management ability, user operation ability and enterprise service ability.
The company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers have no relationship with JD technology group and its related parties.
After inquiry, JD technology does not belong to the dishonest executee, and has good credit and performance ability.
3、 Main contents of the agreement
Party A: Miracle Automation Engineering Co.Ltd(002009)
Party B: Jingdong Technology Information Technology Co., Ltd
In response to the national strategy of carbon peaking and carbon neutralization, actively implement the relevant provisions of the new energy vehicle industry development plan (20212035), and in combination with the documents of the Ministry of industry and information technology, the Ministry of science and technology, the Ministry of Finance and the Ministry of Commerce on promoting the construction of new energy vehicle power battery recycling system, Miracle Automation Engineering Co.Ltd(002009) and Jingdong agreed to cooperate in the whole industrial chain of recycling and reusing waste batteries, promoting the landing of new Internet plus recycling business models, promoting standardization and standardization of power battery recycling industry, and improving resource utilization efficiency. JD technology will make full use of its own supply chain, cloud computing, big data and logistics system construction and management capabilities to comprehensively help the implementation and operation of Miracle Automation Engineering Co.Ltd(002009) “integrated Internet platform for power battery cycle industry”.
After full consultation, Party A and Party B agree to establish a multi-level and multi field partnership and reach a strategic framework cooperation agreement on the following matters:
Under the guidance of dual carbon emission reduction policy, we should make full use of the advantages of both sides to further promote the green supply chain management system of waste batteries, and realize the “Internet plus recovery” Scene sharing resources and complementary advantages, and build the recycling system of waste battery recycling.
(II) cooperation content
1, build a platform for recycling Internet plus recycling batteries.
Relying on the rich experience in the construction and management of supply chain technology platform, logistics platform construction and management, Party B will work with Party A to build an integrated platform for waste battery recycling, echelon utilization and disassembly, so as to realize the “four flows in one” of business flow, logistics, capital flow and information flow of recycling industry, and provide retired battery recycling, information traceability, matching transactions and Comprehensive integrated services such as rapid battery detection and safety maintenance, warehousing and custody, logistics organization, industry analysis and technical consultation form a closed-loop system for the recycling of waste battery resources, effectively improve the regulatory efficiency and actively respond to the national industrial orientation.
Party B is responsible for providing digital and intelligent technology and platform, business and operation consulting services, while Party A is responsible for arranging business and technology planning, demand discussion, project promotion, etc. The two sides jointly create digital products and share product achievements through the project. The intellectual property rights of CO creation projects jointly invested by both parties shall be jointly owned by both parties and shall not be disclosed to a third party for use at will.
2. Jointly build a national waste battery recycling system
Party A and Party B will carry out in-depth cooperation in the field of waste battery recycling. Party A has been deeply engaged in the field of automotive intelligent equipment for many years, has rich resources of main engine plants, and has established in-depth and close cooperative relations with famous automobile enterprises such as FAW, Dongfeng, Chang’an and Ford. In recent years, it has increased its cooperation with new energy vehicle enterprises, and has reached good business cooperation with Byd Company Limited(002594) , ideal automobile, GAC new energy, Geely Automobile, Chongqing Jinkang, Guangliang automobile and other representative new energy vehicle brands. Relying on Party A’s existing waste battery recycling industry resources, depot end resources and industry experience, as well as Party B’s existing experience in supply chain, logistics and other industries, discuss and jointly build a waste battery recycling system. Meanwhile, the two sides rely on the “Internet plus recycling” platform built jointly by the waste battery to strengthen the retrospective management of waste batteries, fulfill the responsibility of the main body of the management of the waste battery recovery and utilization according to the relevant regulations, and strengthen the awareness of information disclosure. Subsequently, according to the needs of business development, we will explore the establishment of business service outlets in major customer concentration areas and key cities to further improve the layout of recycling service business.
After the business has developed to a certain scale, explore the feasibility of establishing an industrial park for recycling of waste batteries, and improve the layout in the field of storage and transportation management of waste batteries and the industrial closed loop of recycling and utilization of waste batteries. 3. Supply chain industry finance cooperation
Party B and its affiliates have many years of experience in procurement financing, receivable financing, chattel financing, financial leasing and other services in the supply chain, and provide Party A and its affiliates with supply chain science and technology products, including bill financing, factoring financing, credit circulation, financial leasing, purchase financing, chattel financing, credit loan, electronic warehouse receipt financing, etc, When carrying out specific business, it shall be promoted according to the specific demand of scientific and technological products in the supply chain.
The third party cooperates with Party A to provide Party A with supply chain technology services in accordance with relevant management regulations.
4. Supply chain logistics cooperation
The two sides will further explore the integration of supply chain logistics resources, optimize the layout of waste battery recycling supply network, realize the optimal planning of warehouse networks such as recycling points, regional operation centers and battery reuse terminal network, use big data algorithm to realize the optimal efficiency of warehouse management, and improve the turnover efficiency and decision-making intelligence level of the whole supply chain. Based on JD logistics integrated supply chain solution, the two sides will also discuss the joint construction of intelligent supply chain platform to realize the informatization, digitization and intellectualization of supply chain, including intelligent park scenario, inventory scenario, integrated supply chain scenario, logistics digital infrastructure construction, overall planning of logistics supply chain, etc.
5. Prospect of “automobile aftermarket” cooperation
Relying on its rich automotive aftermarket products and related technical service capabilities, Party A is able to provide a complete set of energy-saving and emission reduction solutions for market demanders including Party B, including but not limited to waste battery maintenance, power exchange services, battery recycling and other services.
6. Top level planning of digital transformation
Both parties make full use of Party B’s mature solutions in the fields of retail, logistics and technological innovation to explore and jointly build a digital transformation and industrial Internet construction path suitable for Party A.
7. Cloud computing technology cooperation
The two sides jointly explore cooperation modes in basic cloud, hybrid cloud, PAAS, microservices, Devops, AI intelligent middle platform, IOT platform, big data platform, etc. Relying on the technology and service capabilities of JD group in retail, logistics and other scenarios, JD cloud products provide cloud management end full link service capabilities, including rich SaaS applications, PAAS (multi cloud management / Middleware / SDK / API, etc.), IAAs (public cloud / private cloud / hybrid cloud / multi cloud) and intelligent IDC, which can provide Party A with high availability, high security, high concurrency and high availability cloud services.
(III) cooperation mechanism
According to the contents determined in this cooperation agreement, when carrying out specific projects, Party A and Party B or their affiliated companies need to sign a specific business cooperation agreement. This agreement is a framework document guiding the cooperation between both parties. All specific business cooperation agreements signed by Party A and Party B or their affiliates shall be concluded in accordance with the principles established in this agreement. In case of any inconsistency between this Agreement and various specific business cooperation agreements, the specific business cooperation agreement shall prevail.
Party A and Party B will establish corresponding project promotion mechanism to ensure the smooth progress of cooperation. Both parties will set up “special working groups” internally to establish a long-term communication and negotiation mechanism. The members are composed of heads of relevant departments of both companies to specifically coordinate, promote and organize the implementation of cooperation projects. The work contents of the “special working group” include but are not limited to: both parties negotiate and determine the release content and promotion method of strategic cooperation news, and coordinate media resources; Determine the development methods and topics of demand research; System selection; Development of various supply chain science and technology services; External resource docking.
(IV) effectiveness of the agreement
This Agreement shall be valid for five years and shall come into force from the date of affixing the official seals or special seals for contract of both parties. After the expiration of the validity period, both parties shall negotiate the renewal. If the specific cooperation period carried out according to this agreement exceeds the term of this agreement, the validity of this agreement will not affect the validity of specific cooperation projects.
4、 Impact on Listed Companies
JD Technology Group is now the core output platform for JD group to provide technical services. Relying on the business practice and technical accumulation of JD group in artificial intelligence, big data, cloud computing, Internet of things and other aspects, JD Technology Group provides customers with rich products and digital solutions in retail, logistics, health, smart City and other industries, and has rich industrial understanding Deep risk management ability, user operation ability and enterprise service ability.
The signing of the framework cooperation agreement between the company and JD technology is a phased progress in the construction of the recycling system of the company’s lithium battery recycling industry. Based on the leading intelligent and digital technology advantages of JD technology and its accumulated technical practice experience in various industries, and combined with the industrial resources and industrial advantages accumulated by the company in the lithium battery recycling and recycling industry and automobile related industries for many years, the company and JD technology will work together, share resources and complement each other in the whole industrial chain of lithium battery recycling and reuse. The company will work with JD technology to build an integrated platform for lithium battery recycling, echelon utilization, disassembly and crushing and element recycling, and provide comprehensive integrated services such as retired battery recycling and information traceability, matching transaction, rapid battery detection and safety maintenance, warehousing and custody, logistics organization, industry analysis and technical consultation for upstream and downstream partners of the industrial chain. Meanwhile, based on the landing of the new business mode of “Internet plus recycling”, we further promote the company to extend from the B side to the C side, and gradually improve the layout of the waste lithium battery storage and transportation management field and the closed-loop recycling of lithium battery recycling industry. In the follow-up, the two sides will also explore the joint construction of business service outlets in major customer concentration areas and key cities, explore the construction of an integrated supply chain solution for lithium battery recycling logistics, and further expand relevant technologies and services such as power battery maintenance and power exchange services according to market demand.
This cooperation will comprehensively enhance the company’s all-round competitiveness in the lithium battery recycling industry chain, such as resource acquisition advantages, logistics integration advantages, supply chain platform advantages and supporting services; The construction of the power battery recycling system of the company will help the company gather the resources of all parties in the lithium battery recycling industry chain (including battery manufacturing enterprises, battery users, resource recycling enterprises, battery related financial technology service enterprises, automobile aftermarket service enterprises, etc.), and promote the construction of the green supply chain management system of lithium batteries, Establish the benchmark of lithium battery recycling industry, and fully realize the organic unity of economic benefits, environmental benefits and social benefits.
The cooperation framework agreement signed this time 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, does it affect the independence of the company’s business, and the company will not affect the partners due to the performance of this agreement
Dependence.
The signing of this framework cooperation agreement will not have a significant impact on the company’s financial status and operating results this year. If this agreement is successfully implemented, it is expected to have a positive impact on the company’s future business development.
5、 Risk tips
The framework cooperation agreement signed by both parties this time is an intentional framework agreement. The specific cooperation matters need to be jointly negotiated and determined by both parties according to the actual situation. The company will perform corresponding approval procedures and information disclosure obligations for the implementation of follow-up matters of cooperation in accordance with relevant laws and regulations and the relevant provisions of the articles of association. Please pay attention to investment risks.
6、 Other relevant instructions
1. Framework agreements disclosed by the company in the last three years:
Name of the order agreement disclosure date performance no. of the partner
1. The strategic cooperation framework agreement is under normal implementation by Shenzhen youbixuan Technology Co., Ltd. on August 19, 2020
