Securities code: Great Chinasoft Technology Co.Ltd(002453) securities abbreviation: Great Chinasoft Technology Co.Ltd(002453) Announcement No.: 2022017 Great Chinasoft Technology Co.Ltd(002453)
Announcement on signing letter of intent for cooperation with Taiyao chemical
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 letter of intent on cooperation signed this time is a cooperation framework agreement of intent. The implementation content and process of the agreement may change, and the specific business cooperation matters will be agreed separately. The follow-up agreement of this cooperation and its implementation still need to fulfill the company’s internal decision-making and approval procedures in accordance with relevant regulations. There is uncertainty whether this cooperation can be finally implemented and completed. Please pay attention to investment risks.
2. This letter of intent is only a cooperation framework agreement of intent and will not have a significant impact on the company’s operating performance in the current year. If the agreement is successfully implemented, it is expected to have a certain positive impact on the company’s future business performance, and the degree of impact depends on the promotion and implementation of specific projects. The product sales described in this letter of intent are only preliminary plans or estimates, do not represent the company’s prediction of future performance, and do not constitute a commitment to investors.
3. See “VI. other relevant instructions” in this announcement for the details of framework agreements or intentional agreements disclosed by the company in the last three years.
1、 Contract signing
Recently, the holding subsidiary of Great Chinasoft Technology Co.Ltd(002453) (hereinafter referred to as “the company” or ” Great Chinasoft Technology Co.Ltd(002453) “) Beijing Odyssey Chemical Co., Ltd. (hereinafter referred to as “Odyssey chemical”) and Taiyao Chemical Co., Ltd. (hereinafter referred to as “Taiyao chemical”) signed a letter of intent for cooperation, Taiyao chemical plans to entrust Odyssey chemical to produce Flupentixol HCl and melitracen HCl and their GMP grade intermediates (hereinafter referred to as “the product”) that meet the GMP specifications. Odyssey chemical will produce and manufacture the product under the GMP standards, creating and expanding the commercial profits and value of both parties. The letter of intent takes effect from the date of signing by both parties and is valid for five years.
The letter of intent on cooperation is a cooperation framework agreement. According to the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the articles of association and so on, it does not need to be deliberated by the board of directors and the general meeting of shareholders of the company, does not constitute a related party transaction, and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The company will perform corresponding review procedures in accordance with relevant provisions when signing a formal agreement.
2、 Basic information of partners
Name: Taiyao Chemical Co., Ltd
Person in charge: Cheng Zhengyu
Unified No.: 96922622
Stock Code: 4746
Main business: marketing of raw materials and drugs
Company address: No. 36 Heping Street, Luzhu District, Taoyuan City, Taiwan
Taiyao chemical has no relationship with the company and is not a dishonest executee.
3、 Main contents of letter of intent
Party A: Taiyao Chemical Co., Ltd
Party B: Beijing Odyssey Chemical Co., Ltd
Article 1 purpose of cooperation
In order to establish the supply relationship of this product, Party A intends to entrust Party B to manufacture the API [tons of droperidol hydrochloride] and [melitracene hydrochloride] and its GMP grade intermediate (this product) that meet the GMP specifications, so as to create and expand the commercial profits and value of Party A and Party B.
Article 2 cooperation content
This product is a long-term cooperative product, and its consumption has a lot of room to rise. Party B will strive to achieve a sales volume of about 500 million yuan within three years after obtaining the GMP license. The specific amount and payment terms will be specified when both parties sign a formal cooperation contract through friendly negotiation.
Article 3 cooperation structure, responsibilities and processes
1. Organizational structure and responsibilities
Based on the long-term strategic cooperative relationship between both parties, Party B will establish a special project operation team for Party A. Party B’s project operation team is the specific executor of the cooperation project of both parties. According to the agreement of this letter of intent, Party B organizes the implementation of the project, ensures the completion quality of the project, and solves the problems encountered in the implementation of the project.
Party B’s project team includes: Project Manager, R & D Engineer and operation engineer. The project manager designated by Party B for the project is responsible for summarizing all the specific project contents under this letter of intent. The project manager, relevant senior executives of Party B and relevant leaders of party a jointly form the project steering committee. During the implementation of specific projects, the project steering committee is responsible for solving major issues related to the project and making decisions to ensure the final success of the project. 2. Workflow
On the basis of full communication, both parties first sign this letter of intent for cooperation; After signing this agreement, both parties shall immediately establish a professional team to carry out preliminary preparation and planning. Under the agreement of this letter of intent, Party B will provide Party A with the specific work flow and content of services according to the business needs of Party A in different stages. The corresponding specific contents of the rights and obligations of each party at different stages will be defined and explained in this letter of intent.
3. Rights and obligations of Party A
(1) Party A shall put forward specific business requirements to Party B according to its business planning and product needs at different stages, coordinate internal resources, and jointly complete and confirm the signing of specific business requirements specification and contract with Party B.
(2) Party A shall cooperate with Party B to clearly define the work flow of specific business content. (3) Party A shall designate special personnel or special project team as the communication channel for Party B in the implementation of specific projects.
(4) Party A is responsible for providing Party B with assistance and guidance conducive to the implementation of the project. (5) Party A has the right to put forward suggestions to improve the project to Party B according to the actual situation and supervise it.
4. Rights and obligations of Party B
(1) Party B shall complete the signing of the business requirements specification and contract with Party A according to the specific business needs put forward by Party A.
(2) Party B shall clearly define the standard operation process according to the specific business needs of Party A and on the basis of fully soliciting the opinions and suggestions of Party A.
(3) Party B shall complete the preliminary construction of the project on schedule in accordance with the project promotion schedule agreed by both parties to ensure that the project is promoted on schedule.
(4) Party B shall complete the service completely and efficiently in accordance with the provisions of this letter of intent. (5) During the operation period after the project is started, Party B must regularly provide Party A with data package table and business analysis according to the agreement of both parties in the specific project content, and submit relevant decision-making suggestions to Party A.
(6) If any deficiency is found in the provision of services in this letter of intent, Party B shall immediately conduct friendly negotiation with Party A to determine the improvement plan, and ensure that the services meet the provisions of this letter of intent within the time agreed by both parties.
Article 4 confidentiality obligations
1. Party A and Party B shall protect the confidential information of the other party with the duty of care of a good manager. Unless otherwise provided by law or this letter of intent, Party A and Party B shall not disclose the confidential information to any third party other than employees who do not need to know and other professional consultants without the written consent of the other party.
2. Party A and Party B agree that the party receiving the information shall not be liable for confidentiality under the following circumstances: (1) when the information has been made public and the source is not caused by the unauthorized act or negligence of the other party, it shall not bear any legal confidentiality responsibility.
(2) Before signing this letter of intent, the party receiving the information is the information obtained by the other party who does not bear the confidentiality responsibility to the disclosing party.
(3) Information that one of the receiving parties can prove was known to the receiving party before obtaining the Disclosing Party’s confidential information.
(4) Information independently developed by one of the receiving parties and there is evidence that it has nothing to do with the confidential information obtained under this letter of intent.
(5) Information disclosed by the receiving party in accordance with the legal instructions of relevant courts and government agencies (government authorities); In this case, the receiving party must immediately notify the disclosing party when receiving the order, so that the disclosing party has the opportunity to defend, restrict or avoid the implementation of the order; The receiving party shall only disclose the part required by law, and shall try its best to obtain the reliable guarantee of the government authority and agree to treat the confidential information in a confidential manner.
3. This confidentiality clause is binding on Party A and Party B. This confidentiality obligation shall remain valid for 10 years from the effective period of this letter of intent and the date of expiration, termination or cancellation of the effective period.
Article 5 binding force
The contents of this letter of intent are only used by both parties for prior negotiation and evaluation of the cooperative relationship. The signing of this letter of intent does not create any cooperative relationship between the two parties, and does not mean that either party has the obligation to sign any contract.
Article 6 term of validity
This letter of intent takes effect from the date of signing by both parties and is valid for 5 years.
4、 The impact of contracts on Listed Companies
Taiyao chemical entered the field of API production in 2000. At present, it has dozens of API products sold all over the world. At the same time, it provides cdmo services and antibody coupled drug development and manufacturing services. It is one of the important pharmaceutical intermediate manufacturers in Taiwan.
Droperidol hydrochloride and melitracene hydrochloride are two important components of Deanxit, which have good synergistic effect in the treatment of depression and obvious antagonistic effect in the side effects. With years of accumulated experience in organic synthesis, Odyssey chemical has opened up and optimized the large-scale production process of the above two intermediate products (non GMP grade), and has formed sales.
Based on the existing communication and exchanges between Taiyao chemical and Odyssey chemical, this letter of intent is signed on the principle of equality, mutual benefit and win-win cooperation. The signing of this letter of intent will help to build a long-term and stable good cooperative relationship. If successfully implemented, it can effectively improve the company’s profits and value to a certain extent, and have a positive impact on the company’s operating performance.
5、 Risk tips
1. The letter of intent for cooperation signed this time belongs to the cooperation framework intention agreement, which is not mandatory and binding. Specific business cooperation matters need to be negotiated and determined separately and a specific agreement should be signed.
2. The follow-up agreement of this cooperation and its implementation still need to fulfill the company’s internal decision-making and approval procedures in accordance with relevant regulations. There is uncertainty whether the formal cooperation agreement can be signed and implemented smoothly. Please pay attention to investment risks.
6、 Other relevant instructions
1. Framework agreement or intentional agreement disclosed by the company in recent three years
Disclosure of agreement name and progress of main contents
According to the cooperation agreement on initiating the conference frame held by Linghua Soft Investment Management Co., Ltd. between fintech Industry Co., Ltd. and its wholly-owned subsidiary Zhuhai Jinye investment fund on January 2, 2019 and April 16, 2020, Suzhou Wuzhong financial holding decided to terminate the cooperation. See industrial M & A fund Co., Ltd. and its designated subject for details See announcement on termination of establishment (Announcement No. of QinQu New Area Industrial Investment Fund partnership industry M & A fund: Announcement on Enterprise (limited partnership) cooperation (Announcement No.: 2019004). Great Chinasoft Technology Co.Ltd(002453) fintech 2020031 has been established since then)
Industrial M & A fund
On June 25, 2021, the company and Hubei Gehua Huaxiang chemical were performing normally
Letter on signing the plan of the company on chlor alkali downstream
Conduct business cooperation with the products of the letter of intent
Announcement (prepared)
No.: 2021039)
On December 4, 2021, the company plans to report to the controlling shareholder of the company for normal performance
On planning the sale of Beisheng held by Fuke technology on the date of the sale intention agreement
Sale of major assets Internet (Beijing) Technology Co., Ltd
53.33% equity of the company and related party transactions
Suggestive announcement
(Announcement No.:
2021087）
2. Within three months before the signing of this letter of intent, the shareholding of the company’s controlling shareholders, directors, supervisors and senior personnel has not changed. In the next three months, the company’s controlling shareholders, directors, supervisors and senior staff will not lift the restrictions on the sale of restricted shares. As of the disclosure date of this announcement, the company has not received the plan of controlling shareholders, directors, supervisors and senior staff to reduce their shares.
On January 1, 2022, the company published in the securities times, China Securities Journal, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）The announcement on pre disclosure of share reduction plan of persons acting in concert holding more than 5% of shareholders (Announcement No.: 2021099) was disclosed. Mr. Wu Jiabing, the person acting in concert with more than 5% of shareholders, plans to reduce the company’s shares by centralized bidding within 6 months after 15 trading days from January 1, 2022 (accounting for 0.032% of the total share capital of the company). As of the date of this announcement, the company has not received any notice from other shareholders holding more than 5% of the company’s shares to reduce their shares in the next three months.
7、 Documents for future reference
Letter of intent
It is hereby announced.
Great Chinasoft Technology Co.Ltd(002453) board of directors
