Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-016 Sunwoda Electronic Co.Ltd(300207)
Announcement on the signing of cooperation framework agreement by wholly-owned subsidiaries
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 framework agreement signed this time (hereinafter referred to as "agreement" or "this Agreement") is an agreement signed by both parties on the establishment of cooperative relationship, which belongs to the cooperation intention, framework and intentional agreement of both parties. Both parties have not signed a contract for the implementation of the specific cooperation project involved in this agreement, and there are certain uncertainties in the contract signing, project implementation progress and implementation of the specific cooperation project.
2. The impact of the signing of this cooperation framework agreement on the future business performance of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as " Sunwoda Electronic Co.Ltd(300207) " or "the company") depends on the specific orders of the subsequent parties, which is uncertain. In the process of performing the agreement, in case of the impact of unpredictable or force majeure factors such as industrial policy adjustment and market environment change, There may be a risk that the agreement can not be performed on time. Please pay attention to the investment risk.
1、 Overview of bilateral cooperation
1. In order to further deepen cooperation and actively grasp the good opportunity for the vigorous development of new energy industry in the context of double carbon, Shenzhen Sunwoda Electronic Co.Ltd(300207) comprehensive energy service Co., Ltd. (hereinafter referred to as " Sunwoda Electronic Co.Ltd(300207) " comprehensive energy "or" subsidiary "), a wholly-owned subsidiary of the company, and Zhongneng Lvhui new energy Co., Ltd. (hereinafter referred to as" Zhongneng Lvhui "), a wholly-owned subsidiary of Ceepower Co.Ltd(300062) , have recently signed a cooperation framework agreement, In the future, the two sides intend to conduct in-depth cooperation in photovoltaic power generation, energy storage and comprehensive energy services. 2. According to the Sunwoda Electronic Co.Ltd(300207) articles of association and relevant provisions, 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. After the specific cooperation matters are clarified, the company will perform the decision-making and approval procedures and timely perform the obligation of information disclosure in accordance with the requirements of relevant laws and regulations.
3. This transaction does not constitute a connected transaction. The agreement is an intentional framework agreement, does not involve a specific amount, and does not belong to the major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, which does not need to be approved by relevant departments.
2、 Basic information of counterparty
1. Zhongneng Lvhui new energy Co., Ltd
Company name: Zhongneng Lvhui new energy Co., Ltd
Unified social credit Code: 91350100ma32ywmy5l
Date of establishment: June 25, 2019
Enterprise type: limited liability company
Registered capital: 100 million yuan
Registered address: Building 4, No. 20, Jinzhou North Road, Jianxin Town, Cangshan District, Fuzhou City, Fujian Province
Legal representative: Peng Quancheng
Business scope: R & D of emerging energy technologies; Leasing of photovoltaic power generation equipment; Sales of photovoltaic equipment and components; Science and technology promotion and application services; Sales of electronic special materials; Technology promotion services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Contract energy management; Power generation technical services; Sales of new energy prime mover equipment; Energy conservation management services; Intelligent basic manufacturing equipment manufacturing; Cecep Solar Energy Co.Ltd(000591) sales of thermal power generation products; Cecep Solar Energy Co.Ltd(000591) sales of heat utilization products; Cecep Solar Energy Co.Ltd(000591) sales of heat utilization equipment; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Wind power technology services; Sales of wind turbine and parts; Retail of electronic components; Manufacturing of special electronic equipment; Sales of electronic products; General equipment repair; Manufacturing of other electronic devices; Sales of power electronic components; Sales of advanced power electronic devices; Sales of electronic components and electromechanical components and equipment; Engineering management services; Research and development of Internet of things technology; Internet of things application services; Internet of things technical services; Internet of things equipment sales; Software development; Software sales; Information system integration service; Research and development of efficient and energy-saving technology in power industry; Sales of power facilities and equipment; Sales of mechanical and electrical equipment; Sales of intelligent power transmission and distribution and control equipment; Electrical equipment repair; Sales of electrical instruments and meters; Sales of special electronic equipment; Mechanical equipment leasing; Centralized fast charging station; Motor vehicle charging sales; Rental of charging control equipment; Charging pile sales; Manufacturing of intelligent on-board equipment; estate management; Operation of electric vehicle charging infrastructure; Wire and cable business; Sales agent; Engage in investment activities with its own funds (except for projects subject to approval according to law, carry out business activities independently according to law with business license): power generation business, power transmission business and power supply (distribution) business; Installation, maintenance and test of power transmission, power supply and receiving facilities; Construction project construction (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or permits of relevant departments).
Controlling shareholder: Ceepower Co.Ltd(300062) 100% shareholding.
Whether there is an association relationship: the company and its subsidiaries do not have an association relationship with Zhongneng Lvhui and its controlling shareholder Ceepower Co.Ltd(300062) .
Transactions in the last three years: the company and its subsidiaries have no similar transactions with China energy Lvhui in the last three years.
Performance capability analysis: China energy Lvhui is a wholly-owned subsidiary of the listed company Ceepower Co.Ltd(300062) . It is mainly engaged in the development, construction and operation of photovoltaic power generation projects and the provision of new energy supporting energy storage system solutions. It has good credit status and guaranteed performance capability.
3、 Main contents of the cooperation framework agreement
Sunwoda Electronic Co.Ltd(300207) the main contents of the cooperation framework agreement signed by comprehensive energy and China energy Lvhui are as follows:
1. Both parties: Sunwoda Electronic Co.Ltd(300207) comprehensive energy service Co., Ltd. and China energy Lvhui new energy Co., Ltd
2. Purpose of cooperation:
Based on the principles of equality, respect, complementary advantages and common development, the two sides actively implement the strategic goal of "innovation, cleanliness and coordination", and adhere to the two main lines of differentiated development and market-oriented reform. Give play to the advantages of Sunwoda Electronic Co.Ltd(300207) comprehensive energy platform and the expertise of China energy investment, construction and operation to carry out in-depth cooperation at multiple levels and in an all-round way, so as to realize "complementary advantages, common development, value sharing and sustainable growth".
The two sides intend to carry out overall strategic cooperation in resource acquisition, project development, investment, construction, operation and maintenance of wind, light, storage, power charging and replacement and comprehensive energy services, so as to jointly contribute to the national "3060" double carbon strategy.
3. Cooperation content:
Sunwoda Electronic Co.Ltd(300207) integrated energy has established a strategic cooperative relationship with China energy Lvhui to carry out cooperation in the following fields:
3.1 both parties actively respond to the new national policy on the development of photovoltaic power generation projects and will cooperate in the development of distributed projects, the promotion of distributed photovoltaic throughout the county, and the development of ground photovoltaic power stations and energy storage projects. As a manufacturer and service provider of high and low voltage electrical equipment, developer of distributed projects and pioneer of new photovoltaic integration, China energy Lvhui helps Sunwoda Electronic Co.Ltd(300207) integrated energy to carry out photovoltaic power generation, energy storage and integrated energy services in the whole country.
3.2 China energy Lvhui gives priority to providing PV power station project resources to Sunwoda Electronic Co.Ltd(300207) comprehensive energy, and provides the data required for cooperation in the project according to the requirements of Sunwoda Electronic Co.Ltd(300207) comprehensive energy.
Sunwoda Electronic Co.Ltd(300207) when purchasing high and low voltage equipment, prefabricated cabin and other products required by comprehensive energy, priority shall be given to the purchase of Zhongneng Lvhui products, and the purchase content and price shall be subject to the purchase contract signed by both parties; When purchasing the required energy storage products and centralized control platform, China energy Lvhui shall give priority to purchasing Sunwoda Electronic Co.Ltd(300207) comprehensive energy products. The procurement content and price shall be subject to the procurement contract signed by both parties.
4. Other matters:
4.1 this Agreement shall be valid for 2 years from the effective date of the agreement. After the expiration, both parties shall negotiate the renewal separately; 4.2 if this agreement cannot be performed due to force majeure and the adjustment of relevant national legislation or industrial policies, neither party shall be liable for breach of contract;
4.3 for matters not covered in this agreement, both parties shall sign a supplementary agreement through friendly negotiation, which has the same legal effect as this agreement.
4.4 this Agreement shall come into force after being signed by the legal representatives of both parties and stamped with official seal or special seal for contract; This agreement is made in quadruplicate, with each party holding two copies, which have the same legal effect.
4、 Purpose of signing the cooperation framework agreement and its impact on the company
The object of this cooperation is Zhongneng Lvhui, a wholly-owned subsidiary of Ceepower Co.Ltd(300062) , which is mainly engaged in the development, construction and operation of photovoltaic power generation projects and the provision of new energy supporting energy storage system solutions. The company's subsidiary Sunwoda Electronic Co.Ltd(300207) comprehensive energy mainly focuses on lithium battery energy storage integration and application technology, focusing on the fields of power, network energy, household energy storage and portable energy storage. This Sunwoda Electronic Co.Ltd(300207) comprehensive energy cooperation with China energy Lvhui aims to fully integrate the technical and resource advantages of both sides, complement each other, realize in-depth cooperation and industrial layout in the field of new energy (photovoltaic, energy storage, etc.), jointly provide customers with advanced comprehensive intelligent energy overall solutions, which is in line with the company's development strategy and has a positive impact on the company's future development of new energy business. At the same time, the cooperation between the two sides will be conducive to the sales of the company's energy storage products, centralized control platform and other products, and improve the overall interest level of the company.
5、 Risk tips
The cooperation framework agreement signed this time is only a document of intention for both parties to carry out strategic cooperation. This Agreement does not involve specific amounts, and the specific matters involved have not been implemented. There is uncertainty about the specific impact on the financial situation of the company in this year and future fiscal years. There are certain uncertainties in the implementation progress and implementation of the project involved in this agreement. In the process of performing the agreement, in case of the impact of unpredictable or force majeure factors such as industrial policy adjustment and market environment change, there may be a risk that the agreement can not be performed on schedule. Please invest rationally and pay attention to investment risks.
6、 Other relevant instructions
1. As of the date of this announcement, the progress of the framework agreement disclosed by the company in recent three years is as follows:
Serial number agreement name disclosure date progress
1. Wholly owned subsidiary and Nissan automatic vehicle
Normal performance on June 22, 2020
Memorandum of understanding signed by the club
2. Joint venture agreement signed between the subsidiary and Wuling industry
Normal performance on November 10, 2021
Letter of intent
2. On August 27, 2021, the company opened the website at http://www.cn.info.com.cn Disclosed the pre disclosure announcement on the reduction plan of controlling shareholders (Announcement No.: 2021-101), and announced the share reduction plan of Mr. Wang Mingwang, the controlling shareholder and actual controller of the company, It plans to reduce the total number of shares by block trading within six months from the date of announcement or by means of centralized bidding within six months after 15 trading days from the date of announcement, which shall not exceed 32529031 shares, and the total reduction shall not exceed 2% of the company's total share capital of 1626451553 shares at that time. As of December 21, 2021, Mr. Wang Mingwang reduced 32527824 shares of the company in total during the reduction plan, accounting for 1.89% of the company's current total share capital of 1718957276 shares (accounting for 2.00% of the company's total share capital of 1626451553 shares at that time). The reduction plan has been implemented.
3. On August 27, 2021, the company opened the website at http://www.cn.info.com.cn The pre disclosure announcement on the share reduction plan of directors and senior managers (Announcement No.: 2021-102) was disclosed. The specific contents are as follows: Mr. Xiao Guangyu, director, chief financial officer and deputy general manager, plans to reduce the company's shares by no more than 518932 shares, accounting for 0.0319% of the company's total share capital of 1626451553 shares at that time. The reduction mode is centralized bidding, and the reduction period is within six months after 15 trading days from the date of announcement, that is, from September 22, 2021 to March 22, 2022. As of the date of this announcement, Mr. Xiao Guangyu has reduced 230400 shares of the company, accounting for 0.0134% of the company's total share capital of 1718957276 shares. The reduction plan has not been implemented yet, and the final implementation result is uncertain. The company will continue to follow up the follow-up progress and timely fulfill the obligation of information disclosure in accordance with the provisions of relevant laws, regulations and normative documents.
4. On December 30, 2021, the company held the 22nd Meeting of the 5th board of directors, deliberated and approved the proposal on the unlocking of the second phase of the company's 2019 restricted stock incentive plan for the first time. The unlocking conditions of the second unlocking period of the first part have been met, and according to the authorization of the sixth extraordinary general meeting of shareholders in 2019, It is agreed to handle the second phase unlocking of the first grant in accordance with the relevant provisions of the 2019 restricted stock incentive plan. Mr. Liang Rui, the incentive object eligible for unlocking this time, is the deputy general manager of the company. The number of restricted shares that can be unlocked this time under the 2019 restricted stock incentive plan held by him is 90000 shares.
7、 Documents for future reference
1. The cooperation framework agreement signed between Shenzhen Sunwoda Electronic Co.Ltd(300207) Integrated Energy Service Co., Ltd. and China energy Lvhui new energy Co., Ltd.
It is hereby announced.
Sunwoda Electronic Co.Ltd(300207) board of directors
January 20, 2022
