Securities code: 002283 stock abbreviation: Tianrun Industry Technology Co.Ltd(002283) No.: 2022-005 Tianrun Industry Technology Co.Ltd(002283)
Announcement on signing strategic cooperation framework 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.
Special tips:
1. The strategic cooperation agreement signed this time is a framework agreement, which establishes the strategic cooperation relationship between the two sides. The specific cooperation matters will be subject to the specific business cooperation agreement signed separately.
2. The strategic cooperation framework agreement signed this time only reflects the cooperation intentions or principles of both parties, and there are certain uncertainties in the implementation and progress of specific projects. The signing of the agreement is not expected to have a significant impact on the company's operating performance in this year, and the impact on the operating performance in future years shall be determined according to the promotion and implementation of specific projects. Please pay attention to investment risks. 1、 Overview of agreement signing
On January 10, 2022, Tianrun Industry Technology Co.Ltd(002283) (hereinafter referred to as "the company" or " Tianrun Industry Technology Co.Ltd(002283) ") and Wandu China Holdings Co., Ltd. (hereinafter referred to as "Wandu") signed the strategic cooperation framework agreement in Weihai City, Shandong Province. Both parties intend to conduct in-depth discussion on the potential commercial cooperation opportunities of automotive chassis system products.
The cooperation framework agreement signed this time is a framework agreement and does not involve a specific amount. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association, the signing of the cooperation framework agreement does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
The signing of the cooperation framework agreement 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.
2、 Introduction to counterparty
1. Basic information
Legal person name (group name): Wandu China Holdings Co., Ltd
법인명(단체명)：주식회사 만도차이나홀딩스
Registration No.: 125-86-06383
등록번호：125-86-06383
Representative: Park Yongwen
대표자：박영문
Business address: No. 32, xiawanhu Road, pushengyi, pingze, Gyeonggi Road
사업장 소재지：경기도 평택시 포승읍 하만호길 32
Capital: 50000000000 won
자본금：50,000,000,000₩
Main business: mainly engaged in the research, development, production and sales of automobile chassis parts (braking system, steering system, suspension system, ADAS and other product lines) and their raw materials and electronic products, and can provide consulting and technical services. Customers mainly include Hyundai Kia automobile group and general motors, Geely Automobile, Chongqing Changan Automobile Company Limited(000625) , FAW Hongqi, Tesla, velai automobile, etc.
2. Association relationship: there is no association relationship between Wandu and the company.
3. Similar transactions: no similar transactions have occurred with Wandu in the last three years. 4. Performance capability: Wandu is legally existing and operating normally, and has good performance capability.
3、 Main contents of cooperation framework agreement
Both parties intend to conduct in-depth discussion on the potential business cooperation opportunities of automobile chassis system products. Therefore, this strategic cooperation framework agreement is hereby signed. Both parties shall further discuss the possibility of establishing a joint venture for new business. The joint venture shall be registered in China and the specific registration place shall be the best place to meet the business requirements of the joint venture after investigation by both parties. At the initial stage, the joint venture takes Chinese commercial vehicle customers as the main customers. According to the future development plan and the consensus of both parties, the joint venture can explore the global market (the United States, Europe, India, etc.).
In view of the detailed work of potential cooperation between the two sides, which is currently conducting market research through the joint team of Wandu and Tianrun Industry Technology Co.Ltd(002283) , the two sides have reached a consensus on the following matters:
1. Main work contents of the joint team
The purpose of the joint team is to investigate the possibility of business cooperation for the target product bn-eps (electric steering gear) confirmed by both parties and form relevant reports. If both parties judge that there are business cooperation opportunities in the future, they will sign the letter of intent for joint venture with the approval of the management of both parties to confirm the long-term cooperation content of both parties. 2. Project implementation progress
Both parties agree to arrange and promote the negotiation, finalization and implementation of the feasibility analysis of bilateral cooperation and the establishment of the joint venture as soon as possible after signing this agreement.
3. Other matters
(1) Confidentiality clause: both parties shall perform strict confidentiality obligations for the existence and contents of this agreement. Without the prior written permission of the other party, neither party shall disclose Proprietary technology, confidential information, trade secrets, business plans, investment information, financial information, marketing strategies, product information, technical data, etc. to the media or the public. Either party may disclose relevant information to its customers, but the scope and content of disclosure shall be agreed by both parties in advance. The confidentiality obligations mentioned in this article shall continue to be valid during the existence of this Agreement and within 2 years after the termination or expiration of this agreement.
(2) Validity period: this Agreement shall come into force from the date of signing by both parties and shall be valid for twelve (12) months. If both parties sign the letter of intent before the expiration of the above validity period, this Agreement shall be terminated on the signing date of the letter of intent. The validity of this Agreement may be extended by mutual consent of both parties. Either party may cancel the negotiation and terminate this agreement at any time by notifying the other party in writing.
(3) Governing law and Arbitration: this Agreement shall be governed by the laws of China. Any dispute arising out of or in connection with this Agreement shall first be settled by both parties through discussion. If no agreement can be reached, the dispute shall be submitted to China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration in accordance with its arbitration rules in force at that time. The arbitration award shall be final and binding on both parties. The place of arbitration shall be Beijing. The number of arbitrators shall be three (3). The language of arbitration shall be Chinese.
(4) Number and effectiveness of signed originals: in order to abide by it, both parties have signed two (2) originals of this Agreement on the date stated at the beginning of this agreement. This agreement is written in Chinese and Korean, and the two languages have the same legal effect. Each party shall hold one (1) original in Chinese and Korean. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which shall be deemed to be the same agreement. Both parties may sign this agreement by electronic transmission (including e-mail or fax). The signed and sealed copy of this agreement transmitted by fax, e-mail or other electronic transmission shall be deemed to have the same legal effect as the signed and sealed original of this agreement.
(5) This agreement is not legally binding except for the "confidentiality clause", "term of validity" and "governing law and arbitration".
4、 Impact of signing the agreement on the company
The signing of this agreement will establish a strategic cooperative relationship between the two sides, complement each other's advantages, realize industrial interaction and mutual benefit and win-win, and comply with the company's overall development strategic plan.
The signing of this agreement has no impact on the independence of the company and does not damage the interests of the company and shareholders.
This agreement is a strategic cooperation framework agreement, which does not involve specific amount and content, and is not expected to have a significant impact on the company's performance in this year. The impact on the company's operating performance in future years shall be determined according to the promotion and implementation of specific projects.
5、 Risk tips
The agreement signed this time is a strategic framework agreement reached by both parties based on cooperation intention, and the specific cooperation content and implementation details need to be further implemented and clarified. The company will pay close attention to the progress of matters related to the agreement and timely perform the obligation of information disclosure in accordance with relevant laws and regulations. Please pay attention to investment risks.
6、 Other relevant instructions
1. The company has not disclosed any framework agreement or intention agreement in the last three years.
2. Changes in shareholding of the company's controlling shareholders, shareholders holding more than 5% shares and directors, supervisors and senior managers in the three months before the disclosure of this Agreement:
Date of change of shareholding holder number of changes (shares)
Lin Yongtao October 29, 2021 + 48200
Xia Lijun December 17, 2021 + 84000
Cong Jianchen December 27, 2021 + 200000
3. In the next three months, there is no situation that the restricted shares held by controlling shareholders, shareholders holding more than 5% and directors, supervisors and Gao will be lifted; Up to now, the company has not received the notice from the controlling shareholders, shareholders holding more than 5% shares and directors, supervisors and senior management that they plan to reduce their shares in the company in the next three months. If they plan to implement the share reduction plan in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations. 7、 Documents for future reference
Strategic cooperation framework agreement signed by the company and Wandu.
It is hereby announced.
Tianrun Industry Technology Co.Ltd(002283) board of directors
January 11, 2022
