Securities code: 600818 stock abbreviation: Zhonglu.Co.Ltd(600818) No.: pro 2022-002
900915 Middle Road B Share
Some offshore use rights of high altitude wind energy patents
Announcement of authorized use
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
Guangdong gaokong Wind Energy Technology Co., Ltd. (hereinafter referred to as Guangdong gaokong), a holding subsidiary of Zhonglu.Co.Ltd(600818) (hereinafter referred to as the company or the company), intends to authorize part of the offshore use rights of high-altitude wind energy patents to park energy technology (Guangzhou) Co., Ltd. (hereinafter referred to as park energy technology), with a total amount of RMB 70 million
This transaction does not constitute a connected transaction, does not constitute a major asset restructuring, and there are no major legal obstacles
The transaction contract has been formally signed, there is uncertainty in the filing and collection of this transaction, and there is a risk that bineng technology will not perform the agreement on time
This transaction has been deliberated and approved by the ninth session of the 10th board of directors (interim meeting) of the company, and it is not necessary to submit it to the general meeting of shareholders for deliberation
1、 Transaction overview
(i) The 9th session of the 10th board of directors (interim meeting) of the company agreed that Guangdong gaokong granted part of the offshore use rights of high-altitude wind energy patents to poleng technology, with a total amount of RMB 70 million.
（2） This transaction does not need to be submitted to the general meeting of shareholders for deliberation; This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring, and there are no major legal obstacles.
2、 Introduction to both parties
(i) Guangdong high altitude
Company name: Guangdong High Altitude Wind Energy Technology Co., Ltd
Enterprise type: other limited liability companies
Main business location: unit 501, floor 5, zone C2, No. 182, science Avenue, Science City, Guangzhou high tech Industrial Development Zone
Legal representative: Zhang Jianjun
Unified social credit Code: 914401016945079u
Date of establishment: November 30, 2009
Registered capital: RMB 178.7447 million
Business scope: energy technology research and technology development services; Manufacturing of wind energy prime mover equipment; Software wholesale; Import and export of goods (excluding exclusively controlled commodities); Technology import and export; Sell the products produced by the company (except for the items prohibited by national laws and regulations; the products involving licensed operation can be operated only after obtaining the license); Software development; Information system integration service; Information technology consulting services.
The company holds 62.8% equity of Guangdong Gaogao, which is a holding subsidiary within the scope of financial statement consolidation.
（2） Park energy technology
Company name: poten Technology (Guangzhou) Co., Ltd
Enterprise type: limited liability company (sole proprietorship of natural person)
Registered capital: 20 million yuan
Legal representative: Hu Qin
Main business premises: tn-n07, mezzanine, No. 6 and No. 8, Zhongshan Avenue West, Tianhe District, Guangzhou
Unified social credit Code: 91440101ma9w38qx6f
Date of establishment: January 8, 2021
Business scope: research and development of new materials and technologies; Natural science research and experimental development; Industrial design services; Professional design services; General mechanical equipment installation services; Operational effectiveness evaluation service; Information system operation and maintenance services; Software development; Wind power technology services; Engineering and technical research and test development; Data processing services; Information system integration service; Information technology consulting services;; Special equipment design
Main shareholder: Hu Qin, holding 100% equity.
3、 Main contents of transaction contract or agreement
Authorizer: Guangdong gaokong
User: Park energy technology
Authorized object: part of the offshore use rights of the high-altitude wind energy patents owned by Guangdong high altitude, including a high-power umbrella wind power generation system, umbrella wind device and wind power system, anti winding rope umbrella, umbrella wind energy conversion device and system, a multi power drive system for wind energy collection The utility model relates to a medium and high altitude wind energy ground power generation power assembly, a generator set, etc; System and method owned by the United States and Europe (including Britain, France, the Netherlands and Germany)
For umbrella power generation patent, owned Australian system for power generation
There are 9 patents including from a fluid patent. These patents were obtained from 2012 to 2018 respectively, and the term of these patents and the authorized use term will expire from March 4, 2029 to September 3, 2036 respectively.
Transaction amount: the total amount of the agreement is 70 million yuan, and the patent license fee is paid in four payments, including a deposit of 20 million yuan
(it shall be paid in two installments. Within three days from the signing of the agreement, poten technology shall pay 1 million yuan, handle the filing and registration of patent implementation license within five days after receiving the payment, and pay 19 million yuan within two months after the filing and registration is completed); 25 million yuan shall be paid for one year and six months after the completion of all filing and registration without defects; After the completion of filing and registration and without defects, RMB 25 million shall be paid for two years.
Licensed area: all areas (including airspace and subsoil) (excluding Hainan Island) on the marine side of the continental coastline corresponding to the patented territory and area of Guangdong high altitude (China, the United States, Australia, the United Kingdom, France, the Netherlands and Germany), and bineng technology has the exclusive right to use the above sea areas. Continental coastline refers to the global multi-scale sea land boundary data set based on Google Earth remote sensing images (2015) published by the Journal of global change data sponsored by the Institute of Geographical Sciences and resources of the Chinese Academy of Sciences and the Chinese geographic society. Doi: 10.3974/geodb 2019.04.13. Description of continental (SEA) coastline in V1. According to the information seized from the network, the continental (SEA) coastline is the part of the sea within 12 nautical miles from the land.
The transaction contract has been officially signed.
4、 Purpose of authorized assets and impact on the company
In response to the great goal of the CPC Central Committee to reach the peak of 2030 carbon and the peak of 2060 carbon neutralization, promote the maximization of shareholder value of the company and better promote the development of high-altitude wind power generation technology, the board of directors of the company agreed that part of the offshore use right of high-altitude wind energy patents owned by Guangdong high altitude was authorized to poleng science and technology. This authorized patent use right meets the needs of the company's overall development strategy, There is no damage to the interests of the company and shareholders, especially the interests of minority shareholders, and accelerate the development process of the pioneering science and technology project of high-altitude wind power generation. The company and Guangdong gaokong will continue to actively promote the R & D and construction of high-altitude wind power generation technology and power stations on land and sea other than the above designated sea areas.
Since its establishment, Guangdong Gaogao has been in the state of R & D and has no operating income so far. This patent use right authorization will increase its considerable cash inflow and effectively improve its financial situation. The agreed amount of 70 million yuan will be recognized in stages according to the collection time and the remaining service life (7-15 years) of relevant patents. The specific amount of income included in stages will be confirmed after audit.
5、 Risk tips
The user, park energy technology, was just incorporated on January 8, 2021, without complete annual operation data. The registered capital at the time of establishment was RMB 500000, and the registered capital increased to RMB 20 million on December 28, 2021. The scale of the registered capital is far lower than the transaction amount of this agreement. If the filing and registration is not completed or the filing and registration is defective, Then there is uncertainty in the subsequent payment, and there is a risk that bineng technology will not perform the agreement on time. The company will timely perform the information disclosure business according to the relevant progress. Please invest rationally.
It is hereby announced.
Zhonglu.Co.Ltd(600818) board of directors January 4, 2002
