Tianfeng Securities Co.Ltd(601162)
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Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) terminate the spin off of its subsidiaries to GEM Listing
Verification opinions
Independent financial advisor
February, 2002
Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) (hereinafter referred to as ” Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) ” or “listed company”) intends to spin off its holding subsidiary Suzhou Aifu Electronic Communication Co., Ltd. (hereinafter referred to as “Aifu Electronics”) to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) for listing on the gem (hereinafter referred to as “this spin off”). Tianfeng Securities Co.Ltd(601162) (hereinafter referred to as ” Tianfeng Securities Co.Ltd(601162) ” and “independent financial adviser”) are the independent financial advisers of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) This spin off.
On February 17, 2022, the listed company held the 19th meeting of the 5th board of directors, deliberated and adopted the proposal on terminating the spin off of holding subsidiaries to gem listing, and decided to terminate the spin off. Independent directors have expressed independent opinions on this matter.
Tianfeng Securities Co.Ltd(601162) in accordance with the relevant provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the rules for the spin off of listed companies (for Trial Implementation), the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, the listed company has conducted prudent verification on the termination of this spin off and listing, and issued the verification opinions of independent financial advisers as follows: 1 Basic information of this spin off listing
During the period from March 2, 2020 to July 10, 2020, the listed 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 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 listed company plans to spin off its holding subsidiary Suzhou Aifu Electronic Communication Co., Ltd. to the gem of Shenzhen Stock Exchange. 2、 Work done by the company to promote the spin off and listing
In accordance with the relevant laws and regulations of the CSRC, the listed company has performed the following decision-making procedures and disclosed relevant information in a timely manner:
On March 2, 2020, the listed company held the 55th meeting of the Fourth Board of directors, deliberated and adopted 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 listed 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 listed 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 listed company held the 19th meeting of the 5th board of directors, deliberated and adopted the proposal on terminating the spin off of holding subsidiaries to gem listing. (company announcement: 2022-011) III. reasons for termination of this spin off listing
Since the preparation of this spin off listing, the listed companies have 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 listed 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、 Decision making procedures for terminating the performance of this spin off listing
The listed company held the 19th meeting of the 5th board of directors on February 17, 2022, deliberated and adopted the proposal on terminating the spin off of holding subsidiaries to gem listing, and the independent directors of the listed company expressed their independent opinions on the proposal. 5、 Impact of termination of this spin off on the company
The termination of this spin off has no material impact on the listed company, will not have an adverse impact on the existing production and operation activities and financial status of the listed company, nor will it affect the future development strategy of the listed company. 6、 Company commitments related to the termination of this spin off listing
According to relevant regulations, listed companies will no longer plan major asset restructuring within one month after the announcement of the termination of the spin off of their holding subsidiaries to the gem. 7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the listed company terminated the spin off listing, timely fulfilled the obligation of information disclosure in accordance with relevant regulations, and the progress information disclosed by the listed company is consistent with the relevant work actually carried out; The reason for the listed company to terminate the spin off listing is reasonable; The procedures for the listed company to terminate the spin off and listing comply with the provisions of the administrative measures for major asset restructuring of listed companies, the rules for the spin off of listed companies (for Trial Implementation) and other relevant laws and regulations.
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Tianfeng Securities Co.Ltd(601162) February 17, 2022
