Securities code: 002723 securities abbreviation: Kennede Electronics Mfg.Co.Ltd(002723) announcement Code: 2022-014 Kennede Electronics Mfg.Co.Ltd(002723)
Announcement on the progress of cooperation with Shenzhen Baide distribution
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.
1、 Signing of the agreement
On January 14, 2022, Guangdong Kennede Electronics Mfg.Co.Ltd(002723) Intelligent Technology Co., Ltd. (hereinafter referred to as “subsidiary” or ” Kennede Electronics Mfg.Co.Ltd(002723) “) a wholly-owned subsidiary of Kennede Electronics Mfg.Co.Ltd(002723) (hereinafter referred to as “company”) signed the commodity distribution contract with Baide (Shenzhen) Technology Co., Ltd. (hereinafter referred to as “Shenzhen Baide”). In order to give full play to their respective resource advantages and achieve win-win innovation, the two sides have established a cooperative partnership through friendly consultation.
The company and Kennede Electronics Mfg.Co.Ltd(002723) smart have no related relationship with Shenzhen Baide. The signing of this Agreement does not constitute a related party transaction, does not constitute a major asset restructuring specified in the administrative measures for major asset restructuring of listed companies, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of counterparty
1. Company name: Baide (Shenzhen) Technology Co., Ltd
2. Date of establishment: October 29, 2013
3. Registered capital: RMB 1.382144 million
4. Legal representative: Wang Zeqi
5. Registered address: room 1001 and room 1002, block a, building 7, Shenzhen International Innovation Valley, Dashi 1st Road, Xili community, Xili street, Nanshan District, Shenzhen
6. Business scope: general business items include: technology development, technical consultation, technical service and technology transfer in the fields of medical science and technology, biotechnology and information technology, import and export business of goods and technology, and sales of class I medical supplies and equipment (business activities can be carried out only after the approval of relevant departments for projects subject to approval according to law); R & D, consultation and sales of electronic products, electronic components, communication products and computer software; R & D, technical consultation and sales of electronic atomization equipment, electronic atomizer, energy rod, parts and related equipment; Wholesale and retail of skin care products, cosmetics and sanitary products; China trade; Operate e-commerce. (laws, administrative regulations, the State Council decided to prohibit and stipulate items that must be approved before registration), and the permitted operation items are: the production and sale of electronic products and accessories, electronic atomization equipment, electronic nebulizer, energy rods and their parts and related equipment, and the production and sale of nebulized liquid, tobacco oil and essence. Retail of traditional Chinese medicine and Western medicine; Wholesale and retail of food, beverage, nutrition and health food. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
7. Performance capability analysis: Shenzhen Baide is a leading e-cigarette brand company engaged in the R & D, production and sales of electronic atomized cigarette sets and cigarette oil. Its e-cigarette brand ranks firmly in the top of China’s e-cigarette brand list, with good credit and strong performance capability.
8. Transactions with listed companies in the last three fiscal years: Shenzhen Baide is a joint-stock company of Shenzhen Yunhai Venture Capital Co., Ltd., a wholly-owned subsidiary of the company, and Yunhai venture holds 2.5840% equity of Shenzhen Baide.
3、 Main contents of the agreement
Party A: Baide (Shenzhen) Technology Co., Ltd
Party B: Guangdong Kennede Electronics Mfg.Co.Ltd(002723) Intelligent Technology Co., Ltd
(I) authorized distribution content
1) one belt, one road, authorizes Party B to authorize the use of Boulder platinum brand, and agrees that Party B shall exclusively sell the electronic cigarette products of party a “Boulder platinum” brand in the “one country along the way” country (“agent distribution area”). The specific scope of authorization is based on Annex I, “distribution authorization”.
2) The number of distribution channels and distribution stores agreed by Party B according to the actual situation of Party B.
3) Without the written permission of Party A, it shall be deemed as violation of regulations to distribute products not within the authorized scope and sell in areas and channels not agreed in this contract.
(II) price policy and settlement method
1) Party A shall supply goods to Party B according to the specified product supply price, and the purchase price of goods shall be subject to the amount of value-added tax invoice issued by Party A.
2) Party A has the right to adjust the price according to the specific situation. If it needs to be adjusted, Party A will notify Party B in writing 30 days in advance. If Party B still receives the goods without objection, it shall be deemed to accept the adjusted price. During the sales process, Party B shall implement the suggested retail price of Party A, otherwise it shall be deemed as a breach of contract, and Party B can adjust the retail price only after Party A’s written approval.
3) Both parties agree to abide by the principle of delivery after payment (unless otherwise agreed, the agreement shall prevail). The payment made by Party B must be transferred to the following account designated by Party A by bank settlement.
(III) contract tasks
During the term of the contract, the contract sales task of “boulder platinum” authorized products in Party B’s agent distribution area is US $10 million (in words) for various types of products of platinum (or RMB 63 million). If Party B’s annual sales task completion rate is ≤ 80%, Party A has the right to choose not to renew the contract after the expiration of the contract. (IV) ordering behavior
1) When ordering goods, Party B shall send a written order to Party A. the order shall be signed by Party B’s legal representative or authorized representative and stamped with Party B’s official seal. If it is not stamped with Party B’s official seal, Party A has the right to refuse to supply goods.
2) Party B acknowledges that each written delivery order constitutes an independent and effective purchase contract, and all terms of this contract are deemed to be effective supplements to this independent contract. In case of any inconsistency between the contents of the independent purchase contract and this agreement, the independent purchase agreement shall prevail.
(V) guarantee and commitment of the distributor
1) According to the notice on banning the sale of e-cigarettes to minors jointly issued by the state tobacco monopoly administration and the state market supervision and administration on August 28, 2018 (Notice No. 26 of the state tobacco monopoly administration of the state market supervision and administration on 2018) and the notice jointly issued on October 30, 2019 The relevant documents of the circular on further protecting minors from e-cigarettes (Circular No. 1, 2019 of the state tobacco monopoly administration and the State Administration of market supervision) require that it is prohibited to sell electronic atomization equipment to minors and promote and sell electronic atomization equipment to minors through the Internet, and Party B must make a commitment, During the agent distribution of Party A’s brand electronic atomization equipment products, Party A shall never violate the provisions and requirements of the two documents, otherwise it shall be deemed to constitute a fundamental breach of contract. Party A has the right to immediately terminate the contract, terminate the cooperation, and claim full compensation from Party B for all losses caused by Party B’s violations.
2) Party B must have a legal business organization, fixed office space and sound sales network in the local area. 3) Party B must establish a good brand image of Party A in all self operated places, make it clear that Party A’s brand is the only sales brand, and shall not distribute the same or similar competitive products of Party A’s brand products.
4) Party B shall not violate all matters agreed in this contract and the ancillary agreement.
(IX) contract term
1) The contract is valid from January 14, 2022 to January 13, 2023.
2) Under the condition that this contract is fully implemented, Party B shall enjoy the priority distribution right and the right to renew the contract under the same conditions. However, within 30 days before the expiration of this contract, Party B shall submit an application for renewal of the distribution contract to Party A in writing or fax, otherwise Party A shall be deemed as Party B’s automatic waiver of the distribution right.
4、 Impact on the company
The cooperation with Shenzhen Baide is conducive to give full play to their respective resource advantages, promote the structural upgrading of the company’s products and improve market competitiveness. One belt, one road, the company will give full play to its marketing network layout advantages over the years, and vigorously promote the “Boulder platinum” brand electronic cigarette products, increase the company’s business income, form a new profit growth point, which is conducive to the long-term development of the company.
The smooth progress of this cooperation project will have a certain positive impact on the company’s financial situation this year. At the same time, the company’s main business income will not be dependent on this cooperation.
5、 Risk tips
1, Kennede Electronics Mfg.Co.Ltd(002723) intelligence one belt, one road, the exclusive agent “Boulder platinum” risk will be faced if it can not complete the annual sales task within the agreed time limit.
2. During the performance of the contract, it may face risks caused by significant changes in the external macro environment and the influence of other force majeure factors.
3, as of one point, the one belt, one road strategic cooperation framework agreement and the commodity distribution contract have been signed by the company and Shenzhen Platinum Company in the business cooperation. The company will gradually cooperate with Shenzhen platinum Germany in accordance with its own agency capabilities, R & D capability and investors’ attention to investment risks.
6、 Documents for future reference
Commodity distribution contract
It is hereby announced.
Kennede Electronics Mfg.Co.Ltd(002723) board of directors January 17, 2022
