Securities code: 002384 securities abbreviation: Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) Announcement No.: 2022-011 Suzhou Dongshan Precision Manufacturing Co.Ltd(002384)
Announcement on terminating the spin off of holding subsidiaries to GEM Listing
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.
Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) (hereinafter referred to as "the company") deliberated and approved the proposal on terminating the spin off of holding subsidiaries to gem listing at the 19th meeting of the Fifth Board of directors and the 13th meeting of the Fifth Board of supervisors held on February 17, 2022. The termination of the spin off still needs to be deliberated and approved by the general meeting of shareholders of the company. The details are as follows:
1、 Overview of this spin off
From March 2, 2020 to July 10, 2020, the company held the 55th meeting of the Fourth Board of directors, the second meeting of the Fifth Board of directors and the fourth extraordinary general meeting of shareholders in 2020, and deliberated and adopted the proposal on Suzhou Aifu Electronic Communication Co., Ltd. meeting the conditions for spin off and listing According to the proposal on the spin off of Suzhou Aifu Electronic Communication Co., Ltd. for initial public offering and listing on the gem of Shenzhen Stock Exchange and other proposals related to the spin off and listing, the company plans to spin off its holding subsidiary Suzhou Aifu Electronic Communication Co., Ltd. (hereinafter referred to as "Aifu Electronics") to the gem of Shenzhen Stock Exchange.
2、 Work done by the company to promote the spin off and listing
The company has performed the following decision-making procedures and disclosed relevant information in a timely manner in accordance with relevant laws and regulations of the CSRC:
On March 2, 2020, the company held the 55th meeting of the Fourth Board of directors, deliberated and approved the plan for the spin off of its subsidiary Suzhou Aifu Electronic Communication Co., Ltd. to be listed on the gem and other proposals related to the spin off and listing. (company announcement: 2020-029)
On June 22, 2020, the company held the second meeting of the Fifth Board of directors, deliberated and approved the plan for the spin off of its subsidiary Suzhou Aifu Electronic Communication Co., Ltd. to be listed on the gem (Revised Draft) and other proposals related to the spin off and listing. (company announcement: 2020-079)
On July 10, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, deliberated and approved the plan for the spin off of its subsidiary Suzhou Aifu Electronic Communication Co., Ltd. to be listed on the gem (Revised Draft) and other proposals related to the spin off and listing. (company announcement: 2020-086)
On February 17, 2022, the company held the 19th meeting of the 5th board of directors, deliberated and adopted the announcement on terminating the spin off of holding subsidiaries to gem listing. (company announcement: 2022-011)
3、 Reasons for termination of this spin off
Since the preparation of this spin off and listing, the company has actively promoted relevant matters and organized intermediaries to carry out due diligence and other related work. However, due to the lower than expected construction progress of 5g base station, intensified market competition, and the concentration of customers and products of Aifu electronics, its business performance did not meet expectations. After full and careful research, the company believes that the conditions for continuing to promote the spin off and listing of Aifu electronics are not mature at this stage, and decides to terminate this spin off and listing.
4、 Impact of the termination of this spin off on the company
The termination of this spin off has no material impact on the company, will not have an adverse impact on the company's existing production and operation activities and financial status, nor will it affect the company's future development strategy.
At the same time, the company promises not to plan major asset restructuring within one month after the announcement of the termination of the spin off of its holding subsidiary to the gem.
5、 Documents for future reference
1. Resolutions of the 19th meeting of the 5th board of directors;
2. Resolutions of the 13th meeting of the 5th board of supervisors;
3. Opinions of independent directors;
4. Tianfeng Securities Co.Ltd(601162) verification opinions on Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) terminating the spin off of its subsidiaries to GEM Listing;
5. Verification opinions of Huatai United Securities Co., Ltd. on Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) terminating the spin off of its subsidiaries and listing on the gem.
It is hereby announced!
Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) board of directors February 18, 2022
