2023年6月28日，苏州工业园区和顺电气股份有限公司（以下简称“公司”或“和顺电气”）与中城捷运控股集团有限公司（以下简称“中城捷运”）、湖南中车智行科技有限公司（以下简称“中车智行”）为充分发挥三方资源优势，按照优势互补、共赢发展的原则，签署了《合作框架协议》（以下简称“框架协议”）。中城捷运为公司间接控股股东中城工业集团有限公司（以下简称“中城工业”）控制的企业，该事项构成关联交易。
The three parties closely cooperate in accordance with the principles of "cooperation in good faith, compliance with laws and regulations, mutual benefit and win-win, and common development" to achieve mutual benefit and common development. The three parties give full play to their respective advantages and promote the implementation of cooperation around the application of fuel cell energy storage systems in the field of digital transportation.All parties will leverage their respective strengths to launch comprehensive cooperation, actively promote the application of fuel cell energy storage systems in the field of digital transportation and the order placement and market promotion of overseas hydrogen energy smart rail trains. The content of the cooperation is as follows:(1) Jointly promote the establishment of hydrogen fuel cell power system laboratory and realize resource integrationParty C will be responsible for setting up the Zhigui Hydrogen Fuel Cell Power System Application Laboratory in Suzhou, Jiangsu. Party A and Party B will rely on the implementation of existing Zhigui Hydrogen Fuel Cell overseas orders to assist in promoting the laboratory's integration of cooperative resources with upstream and downstream enterprises, key laboratories of major universities and research institutes.The specific work of the laboratory includes promoting the research of domestic and foreign laws and regulations on intelligent rail hydrogen energy, the formulation and certification of standards and specifications, tracking the progress of core technologies of hydrogen fuel cell power systems and hydrogen storage systems at home and abroad, realizing the key technology research and domestic application of hydrogen fuel cell system air compressors (expanders), hydrogen ejectors, isolated DC/DC, catalysts, proton exchange membranes, carbon paper, membrane electrodes, bipolar plates, etc., building the evaluation and verification capabilities of key components of hydrogen energy fuel cell systems, and establishing a hydrogen energy fuel cell power system design, simulation, integration and testing system.The laboratory will serve as the first choice and core technology platform for Party A and Party B to equip hydrogen fuel cell application systems. Relying on Party A and Party B's market application scenarios and scale orders, it will realize the modularization and industrialization of hydrogen fuel cell systems and improve the breadth and economy of system applications.(2) Collaboratively promote the application and development of hydrogen fuel energy storage system industry in Wujiang, SuzhouThe three parties will work together to promote the development of the hydrogen fuel energy storage system industry in Wujiang, Suzhou, based on the laboratory platform and the intelligent rail equipment industry of Party A and Party B in Wujiang, Suzhou. Party A will actively expand the domestic and overseas markets for hydrogen energy intelligent rail equipment based on the network application of Wujiang Intelligent Rail; Party B and Party A will jointly build an intelligent rail customization and overseas export delivery center in the Fenhu Super Factory. The laboratory and Party C will serve as the only supplier and basic collaborative development platform for the hydrogen fuel cell energy storage system for the vehicle equipment of the delivery center.
The cooperation framework agreement signed this time has established a partnership, laid the foundation for promoting specific project cooperation, is in line with the development of the company's long-term strategic planning and the interests of all shareholders, and will not affect the company's independence. The impact of the cooperation framework agreement signed this time on the company's operating performance this year and in future years will depend on the signing and implementation of the subsequent specific cooperation agreement between the three parties.The cooperation framework agreement signed this time is a framework agreement and has not yet constituted the substance of related transactions. The specific content and progress are still subject to the subsequent specific agreement, and there is uncertainty in the relevant implementation. If a specific business cooperation is reached, the company will promptly perform the necessary approval procedures and information disclosure obligations in accordance with the requirements of relevant laws and regulations, normative documents and the "Articles of Association". Investors are kindly requested to pay attention to investment risks.
