Securities code: Zhejiang Yasha Decoration Co.Ltd(002375) securities abbreviation: Zhejiang Yasha Decoration Co.Ltd(002375) Announcement No.: 2022008
Zhejiang Yasha Decoration Co.Ltd(002375)
Announcement on signing strategic cooperation agreement with Hangzhou timusinko architectural structure design office Co., Ltd
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Special tips:
1. The signing of the strategic cooperation agreement only indicates the cooperation intention of both parties and does not involve specific projects. The company will perform the corresponding approval decision-making procedures and information disclosure obligations according to the follow-up progress of specific cooperation matters and relevant provisions such as relevant laws and regulations and the articles of association. There are still uncertainties in the subsequent performance of this agreement.
2. This agreement is a guiding document for cooperation between both parties and does not involve specific amount. The signing of this agreement is not expected to have a significant impact on the company’s operating performance this year.
3. The signing of this Agreement does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Overview of agreement signing
Zhejiang Yasha Decoration Co.Ltd(002375) (hereinafter referred to as the “company”, ” Zhejiang Yasha Decoration Co.Ltd(002375) ” or “party a”) and Hangzhou timusinko architectural structure design Co., Ltd. (hereinafter referred to as “timusinko” or “Party B”) recently signed a strategic cooperation agreement (hereinafter referred to as the “agreement”) in Hangzhou, Zhejiang Province.
On January 19, 2022, the Ministry of housing and urban rural development issued the “14th five year plan” for the development of construction industry, which clearly listed the vigorous development of prefabricated buildings as the main task, stressed the need to build a standardized design and production system for prefabricated buildings, promote the intelligent upgrading of production and construction, expand the use scale of standardized components and parts, and improve the comprehensive benefits of prefabricated buildings. Steel structure building is the main way for the development of prefabricated buildings in China. The integrated design of steel structure building and prefabricated decoration can well solve the defects of deformation, cracking, water leakage and so on. Adopting the new materials with the integrated design and adaptation of fabricated decoration and steel structure can well realize the fabricated building in the real sense.
The company and Timoshenko will carry out in-depth cooperation in the research and development of assembly technology. As a professional steel structure design company, Timoshenko’s business scope covers the whole country and various types of steel structure projects. The two sides will carry out in-depth industrial cooperation under the guidance of this agreement. Timoshenko will give priority to recommending the company’s fabricated decoration products to the project builders it undertakes. Through their respective advantages, the two sides will jointly tackle major technical research and development of prefabricated buildings, and actively apply for provincial and ministerial projects.
In the context of the national strategy of vigorously developing green buildings, based on the common will of developing prefabricated buildings, the two sides reached a consensus on the deep integration and development of steel structure buildings and prefabricated decoration, promoting the transformation and upgrading of the construction industry, actively assuming the social responsibility of green development and helping the construction industry realize green modernization.
2、 Basic information of partners
Hangzhou Tiemu Xinke architectural structure design office Co., Ltd
Legal representative: Jingting
Registered capital: 3 million yuan
Registered address: room 317, building 22, No. 2, Huafeng Road, Xiacheng District, Hangzhou
Enterprise type: limited liability company (invested or controlled by natural person)
Unified social credit Code: 913 Medprin Regenerative Medical Technologies Co.Ltd(301033) 97505612y
Date of establishment: June 13, 2014
Business scope: Services: design and consultation of building structure, technical development and achievement transfer of building technology and computer software, non certificate labor vocational skill training for adults (except for projects involving pre-approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Description of association relationship: after inquiry, Timoshenko has no association relationship with the company.
Description of similar transactions: no similar transactions have occurred between the company and Timoshenko in recent three years.
Performance capability analysis: timusinko was founded in 1996, formerly known as tonggenshu steel structure studio of architectural design and Research Institute of Zhejiang University. It is a national high-tech enterprise, the first national excellent enterprise in scientific and technological innovation of building steel structure industry, the cultivation enterprise of Hangzhou “young eagle plan” and Hangzhou Steel Structure fabricated building R & D center. Timusinko’s business scope covers all types of steel structure projects throughout the country, and has undertaken the design and consulting of many high-rise and super high-rise buildings, long-span venue buildings, prefabricated buildings, etc. Timusinko has been deeply engaged in the field of fabricated steel structure architecture and has made a series of scientific research achievements. The self-developed implicit framework patent system has landed more than 140 projects across the country and is in a leading position in the industry; At the same time, he presided over two science and technology projects of the Ministry of housing and urban rural development and completed them
2 scientific and technological projects of Zhejiang Provincial Department of housing and urban rural development, mainly participated in compiling 6 steel structure related standards and 3 steel structure related works. After inquiry, timusinko is not a dishonest executee and has good performance ability.
3、 Main contents of the agreement
1. Cooperation purpose
The two sides agreed to further negotiate and determine the specific cooperation mode and start-up projects in the next stage in accordance with the principle of complementary advantages, mutual benefit and win-win results. Through strategic cooperation, the two sides will give full play to their professional advantages in their respective fields, establish an information exchange mechanism, aim at the top level and development frontier of the industry, further improve the overall operation efficiency, reduce operation costs and achieve win-win cooperation.
2. Cooperation content
The two sides have carried out in-depth strategic cooperation in the field of integrated development of steel structure building and prefabricated decoration. The scope of cooperation includes but is not limited to:
(1) When the EPC project undertaken by Party A involves Party A’s own design qualification exceeding the limit or insufficient personnel reserve, and needs the support and cooperation of external design units, Party A shall give priority to entrust Party B to cooperate or subcontract design tasks under the same conditions. Party B shall give priority to putting excellent engineering designers and other resources into the design tasks entrusted by Party A. (2) The house and civil engineering construction, municipal engineering, installation engineering, decoration engineering, etc. involved in the design project undertaken by Party B shall be preferentially recommended to Party A and its subsidiaries under the same conditions within the scope of Party A’s qualification. Party A and its subsidiaries give priority to investing excellent project management personnel, labor teams, mechanical equipment, capital, technology research and development and other resources into the projects recommended by Party B.
(3) The two sides will focus on relevant fields, realize the sharing of resources and technical data, and carry out comprehensive strategic cooperation in various fields such as EPC project general contracting, building industrialization (especially industrial assembly), future community project in Zhejiang Province, BIM application and R & D, building decoration engineering, integrated development of steel structure building and assembly decoration, Through their respective advantages, jointly tackle key technical research and development, and actively apply for provincial and ministerial projects. 3. Cooperation mechanism
(1) Establish a high-level consultation system and hold a high-level joint meeting at least once a year to study major cooperation matters such as the integrated development of steel structure buildings and prefabricated decoration, reach strategic consensus and guide and promote the comprehensive strategic cooperation between the two sides.
(2) Establish a work coordination mechanism, jointly establish a strategic cooperation coordination group, and specifically implement the cooperation intention reached by the high-level leaders of both sides.
4. Confidentiality clause
If one party knows the other party’s non-public information due to signing this agreement or in the process of performing this agreement, it shall be responsible for confidentiality.
5. Cooperation period
This agreement is valid for three years (from March 1, 2022 to March 1, 2025).
Within one month before the expiration of the cooperation term of this agreement, both parties can decide whether to renew the strategic cooperation framework agreement according to the actual situation.
6. Other terms
(1) If this agreement cannot be performed due to changes in national laws and regulations and relevant policies or force majeure, this agreement can be terminated by consensus between both parties.
(2) For matters not covered in this agreement, a supplementary agreement can be signed in writing by both parties through consultation. The supplementary agreement has the same legal effect as this agreement.
(3) This Agreement shall come into force after being sealed by both parties and signed by authorized representatives. This agreement is made in quadruplicate, with each party holding two copies, which have the same legal effect.
4、 Impact on Listed Companies
1. The signing of this agreement is not expected to have a significant impact on the company’s current performance.
2. Under the strategic background of vigorously developing prefabricated buildings and encouraging affordable rental housing, it is expected that the company’s Prefabricated decoration business will receive good policy support Zhejiang Yasha Decoration Co.Ltd(002375) has been awarded the second place of ” China State Construction Engineering Corporation Limited(601668) top 100 decoration enterprises” for 16 consecutive years. It has professional qualifications such as grade I general contracting of construction engineering, grade I professional contracting of Building Decoration Engineering and grade a special engineering design of building decoration engineering. It has vigorously developed industrial assembly decoration since 2012 The optimization and improvement of the construction end and other aspects have realized the layout and precise control of the whole industrial chain of industrial assembly decoration. It has professional technical reserves, mature supply system and high-quality construction team in the field of assembly decoration. In 2021, the industrialized wall products independently developed by the company successfully passed the green construction three-star certification and became the first batch of enterprises in the industry to have the national green product certification certificate. Prefabricated construction is an industrial reform of the traditional construction industry. It has a high synergy with the company’s main business and is in line with the company’s strategic development direction. The vigorous development of prefabricated business is expected to improve the company’s profitability and operating capacity.
3. The signing of this agreement will not affect the independence of the company’s business.
4. The signing of this agreement is conducive to the establishment of long-term and close strategic cooperation between the company and timusinko.
5、 Risk tips
1. The impact of the signing of this Agreement on the financial status and operating results of the company in this year and future fiscal years is still uncertain.
2. The signing of this agreement only indicates the cooperation intention of both parties and does not involve specific projects. The company will perform the corresponding approval decision-making procedures and information disclosure obligations according to the follow-up progress of specific cooperation matters and relevant provisions such as relevant laws and regulations and the articles of association. There are still uncertainties in the subsequent performance of this agreement.
3. The signing of this agreement will help the company carry out the prefabricated decoration business. There are certain uncertainties in the development of relevant business, technical support and product innovation and R & D.
6、 Contract review procedure
This agreement is a framework agreement and does not involve specific items and amounts. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the matters signed this Agreement are within the approval authority of the chairman’s office meeting and do not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
7、 Other matters
1. As of the disclosure date of this announcement, the company has not disclosed other framework agreements or letters of intent in the last three years. There is also no situation that the framework agreement or letter of intent disclosed in the last three years has made no progress or the progress has not reached the expectation.
2. Three months before the signing of this strategic cooperation agreement, there was no change in the shareholding of the company’s controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior executives; In the next three months, the controlling shareholders, shareholders holding more than 5% of the shares and directors, supervisors and senior managers of the company will not have the situation that the sales restriction will be lifted soon; As of the date of disclosure of this announcement, the company has not known or received the plan of controlling shareholders, shareholders holding more than 5% and directors and supervisors to reduce the shares of the company. If the above entities plan to implement the share reduction plan in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
8、 Documents for future reference
1. Strategic cooperation agreement.
Zhejiang Yasha Decoration Co.Ltd(002375) board of directors
March 15, 2002
