Securities code: Beijing Tianyishangjia New Material Corp.Ltd(688033) securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) Announcement No.: 2022019
Beijing Tianyishangjia New Material Corp.Ltd(688033)
Announcement on voluntary disclosure and signing of strategic cooperation agreement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Based on the vision of mutual benefit, win-win cooperation and long-term and stable cooperation, Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as "the company") and Beiqi Foton Motor Co.Ltd(600166) (hereinafter referred to as " Beiqi Foton Motor Co.Ltd(600166) ") recently signed a strategic cooperation agreement (hereinafter referred to as "the agreement") to establish a strategic cooperative relationship and become a strategic partner.
Major risks and uncertainties of performance: the strategic cooperation agreement signed this time belongs to the intentional agreement of both parties. Relying on Beiqi Foton Motor Co.Ltd(600166) brand and platform, in the formed automobile ecosystem, both parties jointly design and develop the core parts of commercial vehicles and special vehicles, and take the lightweight, high performance and low cost of braking materials as an important direction, Focusing on the innovative development of applications in the braking field of commercial vehicles and special vehicles, the two sides will sign separate contracts according to cooperative products on the basis of this strategic cooperation agreement in the future. This agreement is a strategic cooperation framework agreement and a strategic agreement reached by both parties based on cooperation intention, which does not constitute a mandatory legal constraint. Please pay attention to investment risks. In the process of subsequent cooperation between the two sides, the company will timely perform the review procedures and information disclosure obligations in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations, normative documents and the articles of association.
Impact on the performance of Listed Companies in the current year: the agreement signed this time is a strategic cooperation agreement, which does not involve specific amount and content, and is not expected to have a significant impact on the performance of the company this year.
1、 Basic information of agreement signing
Based on the vision of mutual benefit, win-win cooperation and long-term stable cooperation, the company and Beiqi Foton Motor Co.Ltd(600166) recently signed a strategic cooperation agreement to establish a strategic cooperation relationship and become a strategic partner through friendly negotiation. The details are as follows:
(I) basic information of the other party
Enterprise name: Beiqi Foton Motor Co.Ltd(600166)
Nature of enterprise: other joint stock limited companies (listed)
Legal representative: Chang Rui
Registered capital: 6575192000
Date of establishment: August 28, 1996
Registered address: North of laoniuwan village, Shayang Road, Shahe Town, Changping District, Beijing
Business scope: Sales of automobiles, molds, stamping parts, engines, mechanical and electrical equipment, computers, software and auxiliary equipment, steel and communication equipment; Manufacturing automobiles (excluding cars), molds, stamping parts, engines, mechanical and electrical equipment and intelligent vehicle equipment; Manufacturing of environmental machinery and cleaning equipment (limited to foreign port areas); Production of new energy vehicle battery pack and module, battery management system, vehicle controller, motor controller, remote information processor, motor, electric drive axle, three in one electric drive assembly, multi in one electric drive assembly and other new energy vehicle parts products (limited to production and business activities in other cities); Data processing; Software development; Computer system integration service; Warehousing services; Technology development, technology transfer, technical consultation, technical training and technical services; Operate the export business of self-produced products and technologies of the enterprise and its member enterprises; The import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise and its member enterprises (except for goods limited by the state and prohibited by the state); Operation of incoming processing and "three supplies and one compensation" business; Marketing planning, marketing consulting and product promotion services; Engineering and technical research and test development; Product design; Motor vehicle maintenance (water-based paint is used for color Limited paint, and the painting and spray gun cleaning links are closed, and equipped with waste gas collection and treatment device); Technical inspection; Sales of class III medical devices, 6821 medical electronic instruments and equipment, 6854 operating room, emergency room, diagnosis and treatment room equipment and appliances, 6845 extracorporeal circulation and blood treatment equipment; Internet information service business; General cargo transportation. (market entities shall independently choose business items and carry out business activities according to law; the sales of medical devices category III, 6821 medical electronic instruments and equipment, 6854 operating room, emergency room, diagnosis and treatment room equipment and instruments, 6845 extracorporeal circulation and blood processing equipment, Internet information service business, general cargo transportation and items subject to approval according to law shall be carried out within the approved period after being approved by relevant departments Allow to carry out business activities; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Actual controller: state owned assets supervision and Administration Commission of Beijing Municipal People's Government
Main financial data of the latest period: as of December 31, 2020, Beiqi Foton Motor Co.Ltd(600166) total assets are 52.747 billion yuan and net assets are 15.465 billion yuan; From January to December 2020, the operating revenue was 57.765 billion yuan and the net profit was 155 million yuan.
Relationship with listed companies: there is no relationship between the company and Beiqi Foton Motor Co.Ltd(600166) the company.
(II) time, place and method of signing the agreement
This agreement is signed by the company and Beiqi Foton Motor Co.Ltd(600166) in Beijing on March 16, 2022.
(III) review and decision-making procedures and review conditions that have been performed after signing the agreement
This agreement is a strategic framework agreement reached by both parties through friendly negotiation and does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The company will perform corresponding decision-making procedures and information disclosure obligations as required according to the follow-up cooperation progress.
(IV) approval or filing procedures that have been performed in signing the agreement.
This Agreement does not need to be approved or filed with relevant departments.
2、 Main contents of the agreement
(I) background and purpose of the agreement
Based on the highly consistent development concept between the company and Beiqi Foton Motor Co.Ltd(600166) and the characteristics of strong complementarity in the application technology field of advanced braking composite materials in the whole line of commercial vehicles and special vehicles, both sides are strongly willing to establish long-term strategic cooperation, give full play to their respective advantages, build a long-term mechanism of win-win cooperation, coordination and innovation between enterprises, give full play to synergy and promote new materials The application of new technologies in the braking field of commercial vehicles and special vehicles contributes to vehicle lightweight, green environmental protection and improving vehicle safety performance.
(II) main contents of the agreement
1. Relying on Beiqi Foton Motor Co.Ltd(600166) brand and platform, in its formed automobile ecosystem, the company and Beiqi Foton Motor Co.Ltd(600166) will jointly design and develop the core parts of commercial vehicles and special vehicles, take the lightweight, high performance and low cost of braking materials as an important development direction, and promote the innovative development of commercial vehicles and special vehicles.
2. The two sides will cooperate in the field of high-performance green and environmental protection braking materials, including but not limited to joint development, standard setting, patent use right and mutual benefit, and jointly promote the development of R & D projects according to their respective advantages.
3. Beiqi Foton Motor Co.Ltd(600166) according to the development and production needs of relevant products, give full play to the overall resource advantages to promote the application of traction lightweight, high-performance and low-cost braking products in the whole line of vehicles Beiqi Foton Motor Co.Ltd(600166) promises to give priority to the company as the supplier of key parts on the premise of meeting the requirements of quality, system and cost.
4. The company will make use of its advantages in the design and manufacture of advanced materials, advanced technology and composite technology, and cooperate with Beiqi Foton Motor Co.Ltd(600166) to develop, design and manufacture relevant braking products. At the same time, give full play to the advantages of integrating enterprise R & D and testing, form a series of standards that can meet the requirements of the product system from product design to product delivery, and provide a strong guarantee for subsequent product design, manufacturing, inspection and other links.
5. This cooperation agreement shall come into force after being sealed and signed by both parties, and the cooperation period is five years.
3、 Impact on Listed Companies
(I) impact on the performance of listed companies
This agreement is a strategic cooperation framework agreement, which does not involve specific amount and content, and does not have a significant impact on the company's performance in this year. The impact on the operating performance in future years will be determined according to the promotion and implementation of specific projects.
(II) impact on the company's operation
The company has been committed to the R & D and industrial application of braking materials for many years, and has made a breakthrough in carbon ceramic brake disc product technology, entering the stage of industrial layout. At the same time, the company also has the capacity of mass production of brake linings, which can form a friction by-product system of disc combination. Based on the strategic cooperation agreement signed this time, the company and Beiqi Foton Motor Co.Ltd(600166) through long-term cooperation with all factors, multiple fields and high efficiency, realize functional complementarity and build a strategic partnership of win-win and sustainable development, which will help the company open the sales market of high-performance automotive carbon ceramic braking products in the field of commercial vehicles and special vehicles in the future, Enhance the company's brand influence and core competitiveness, promote the company's long-term development, and comply with the company's overall development strategy. The signing of this agreement will not lead to changes in the company's main business and business scope, have no impact on the company's independence, and will not damage the interests of the company and shareholders. 4、 Major risk tips
1. The strategic cooperation agreement signed this time belongs to the intentional agreement between the two parties, which establishes the strategic partnership between the two parties and does not constitute a mandatory legal constraint. In the later implementation process of the agreement, there may be a risk of deviation in the specific cooperation direction and failure to achieve the expected performance effect due to factors such as changes in national policies and market environment.
2. In the future, both parties will negotiate and sign an agreement on specific cooperation projects on the basis of this strategic cooperation agreement. The implementation content and progress are still uncertain, and the specific projects shall be subject to the formal agreement. The company will timely perform the review procedures and information disclosure obligations in accordance with the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, normative documents and the articles of association.
3. Up to now, the company has not achieved large-scale sales revenue of carbon ceramic brake discs for high-performance vehicles, and the future revenue recognition is uncertain.
Please invest rationally and pay attention to investment risks.
It is hereby announced.
Beijing Tianyishangjia New Material Corp.Ltd(688033) board of directors March 17, 2022
