Securities code: 002886 securities abbreviation: Shenzhen Wote Advanced Materials Co.Ltd(002886) Announcement No.: 2022-005 Shenzhen Wote Advanced Materials Co.Ltd(002886)
Announcement on signing cooperation agreement with Jilin University
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 cooperation agreement signed this time is only a framework agreement. After the specific implementation contents and operation details are separately negotiated by both parties, the company will perform the corresponding review procedures and information disclosure obligations according to the progress of the matters involved in this agreement in the future.
2. The signing of this agreement will not have a significant impact on the company's financial status and operating performance this year, but the specific implementation of the agreement will help the company's business to further improve and expand.
3. In the last three years, the company has not disclosed that there is no progress in signing the cooperation agreement or the progress has not reached the expectation. 1、 Overview of agreement signing
Through friendly negotiation between Shenzhen Wote Advanced Materials Co.Ltd(002886) (hereinafter referred to as "party a" or "company") and Jilin University (hereinafter referred to as "Party B"), based on the principles of complementary advantages, win-win cooperation and common development, both parties decided to carry out research cooperation on basic innovation and application key technologies of special polymer materials. The two sides signed the industry university research cooperation agreement on January 18, 2022.
The above cooperation agreement does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. If the two parties further sign a specific contract in the later stage, the company will perform the corresponding approval procedures and information disclosure obligations in accordance with the provisions and requirements of laws, regulations, normative documents such as the stock listing rules of Shenzhen Stock Exchange and the articles of association. The signing of this Agreement does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to partners
Jilin University is a national key comprehensive university directly under the Ministry of education. Founded in 1946, the University was listed as a national key university in 1960. In 1984, it became one of the first 22 universities to establish a graduate school. In 1995, it was approved by the "211 Project" of the State Education Commission. In 2001, it was listed as a national key university under the "985 Project". In 2017, it was selected as a national first-class university. At present, the university has 5 national key laboratories, 1 National Engineering Laboratory, 6 national local joint engineering laboratories, 1 National Engineering Technology Research Center, 4 national international science and technology cooperation bases, 6 key research bases of Humanities and social sciences of the Ministry of education and 11 key laboratories of the Ministry of Education (including 2 key laboratories of the Ministry of Education), There are 5 engineering research centers of the Ministry of education, 1 International Cooperation Joint Laboratory of the Ministry of education, 3 provincial and ministerial collaborative innovation centers of the Ministry of education, 1 field scientific observation and research station of the Ministry of education, and 20 key laboratories of other industry ministries and commissions. The university has undertaken a large number of national, provincial and ministerial scientific research projects and formed a number of high-tech achievements with good industrialization prospects and high technical content.
3、 Main contents of industry university research cooperation agreement
(I) partners
Party A: Shenzhen Wote Advanced Materials Co.Ltd(002886)
Party B: Jilin University
(II) cooperation content
Party A and Party B jointly carry out research on basic innovation and application key technologies of special polymer materials in the form of team cooperation.
(III) rights and obligations
1. Rights and obligations of Party A
(1) Make use of the equipment, industrialization advantages and hardware conditions of Party A's enterprise to provide Party B with good industrialization verification conditions;
(2) Work with Party B to complete the tasks of scientific research projects, and provide necessary R & D investment and fund guarantee for relevant projects;
(3) Provide necessary internship and employment opportunities for Party B's students and talent training;
(4) Provide convenience for Party B's cooperation related industrialization research.
2. Rights and obligations of Party B
(1) Keep the project information, enterprise technical secrets and business secrets related to the cooperation between the two parties for Party A;
(2) Provide necessary technical consultation and technical training services for Party A in the process of industrialization;
(3) Provide opportunities for further training of Party A's talents in accordance with relevant policies;
(4) Jointly apply for science and technology project funding with Party A and provide convenience and support in the application process.
3. Without the consent of both parties, one party shall not transfer the project research work related to this agreement to a third party.
(IV) achievement attribution
1. Intellectual property rights arising from the implementation of cooperation:
(1) The ownership completed independently by each party shall be owned by each party; If it is jointly completed by both parties, it shall be shared by both parties.
(2) The application, implementation and license transfer of joint intellectual property rights shall be carried out with the written consent of both parties, and the required expenses shall be borne by both parties. The specific scheme shall be agreed separately.
(3) If one Party waives the right of application or transfer, the other party has the priority of transfer under the same conditions. (4) All achievements shall be industrialized in party a first.
2. The cooperation involves schemes, research methods and all data and results obtained. Both parties exchange and use them equally, but only for the purpose of the cooperation project. As the cooperation project requires the intellectual property rights open to each other, it is also limited to the purpose of project cooperation and does not represent the license for the use of the referred intellectual property rights.
3. Each party is solely responsible for the phased research results of the work, and each party can independently organize the evaluation of the results; The phased achievements of multi-party cooperation shall be shared by all parties.
4. The parties to this Agreement may publish papers on the research results arising from the performance of the part undertaken by the cooperation.
5. The application of project cooperation results for funding at all levels shall be negotiated separately according to the tasks undertaken by both parties and independent requirements.
(V) confidentiality agreement
1. Neither party has the right to disclose the relevant information, confidential information and technology of the cooperation project to other units or individuals without the consent of the other party.
2. In the course of business exchanges, if one party learns the other party's trade secrets and relevant information (including but not limited to confidential technical information, business information, financial data, etc.), the informed party shall be obliged to keep it confidential. If it is learned that the confidentiality measures of the other party are incomplete, it shall immediately inform the other party and take sufficient remedial measures.
3. The trade secrets of the other party learned by one party based on the needs of cooperation or other legitimate reasons shall only be used for the business cooperation of both parties and shall not be used for other purposes. In addition, the informed Party's contact with the trade secret shall be limited to its own employees or consultants, and only the contact reasonably required for the purpose of business cooperation between both parties.
4. When the business cooperation between the two parties is terminated, the informed party has the right to require the informed party to return or destroy the business secret carrier it has learned. This article does not exempt the informed party from its confidentiality obligations thereafter.
5. Unless otherwise agreed, the party who learns the trade secret shall have a permanent confidentiality obligation for the learned trade secret and shall not be terminated due to the termination of this cooperation agreement.
4、 Impact on Listed Companies
Jilin University has the world's leading R & D advantage in the new material industry.
According to the ranking of Essential Science Indicators (ESI) database of American Institute of science and technology information (ISI) in 2021, chemistry and material science of Jilin University ranked among the top 1 ‰ of ESI in the world respectively. Jilin University will provide the company with key theory, talent training and technical service support for polymer material innovation. The two sides will also continue to deepen exchanges and carry out in-depth cooperation in the establishment of innovative institutions, the construction of industry university research practice bases, and tackling key problems in material technology, so as to provide guarantee for the continuous progress of the company's material products and enhance the company's industrial competitiveness.
5、 Risk tips
1. The cooperation agreement signed this time is only a framework agreement, and the specific implementation contents and operation details need to be negotiated and arranged by both parties, which will not have a significant impact on the company's operating performance in 2022.
2. Framework agreements disclosed by the company in the last three years:
Serial number disclosure date agreement name agreement content progress
Serial number disclosure date agreement name agreement content progress
For details, please refer to the company in May 2019
The strategic cooperation agreement on May 7, 2019 was published on cninfo.com on May 7, 2019
1. Public agreement on signing strategic cooperation agreement
(Announcement No.: 2019-048)
For details, please refer to August 2021
The strategic cooperation agreement on August 4, 2021 was published on cninfo.com on August 4
2. Public agreement on signing strategic cooperation agreement
Notice (Announcement No.: 2021-055)
3. Within three months before the signing of this agreement, there is no change in the shareholding of the company's controlling shareholders and shareholders holding more than 5%. The company disclosed the pre disclosure announcement on the reduction of shares held by Yu Hong, the deputy general manager of the company (Announcement No.: 2021-064) on September 4, 2021. Ms. Yu Hong has completed the matters related to the reduction. The company disclosed the pre disclosure announcement on the reduction of shares held by the supervisor Zhang zunchang (Announcement No.: 2022-001) on January 5, 2022. Mr. Zhang zunchang has not implemented the reduction plan yet. There is no change in the shareholding of other directors, supervisors and senior managers of the company. In the next three months, the controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers of the company will not lift the restrictions on the sale of restricted shares. As of the disclosure date of this announcement, the company has not received the notice on the reduction plan of controlling shareholders, shareholders holding more than 5% shares and directors, supervisors and senior managers in the next three months.
4. The company will timely perform the review procedures and information disclosure obligations according to the progress of cooperation matters and in strict accordance with the requirements of relevant laws, regulations and normative documents. Please pay attention to investment risks. 6、 Documents for future reference
1. Industry university research cooperation agreement signed by both parties.
It is hereby announced.
Shenzhen Wote Advanced Materials Co.Ltd(002886) board of directors
January 18, 2002
