About Qingdao Tgood Electric Co.Ltd(300001)
Spin off subsidiary Tedian new energy Co., Ltd
Special verification opinions on listing on the science and Technology Innovation Board
Hexinzhuanzi (2022) No. Shenzhen Sdg Information Co.Ltd(000070)
Page 1 of the table of contents: special verification opinions on the listing of Qingdao Tgood Electric Co.Ltd(300001) spin off subsidiary tedianxin 1-2 Energy Co., Ltd. on Kechuang board; 2. Special instructions on the compliance of the listing of spin off subsidiary tedianxin Energy Co., Ltd. on Kechuang 3-14 board with the rules for the spin off of listed companies (Trial)
Hexin Certified Public Accountants (special general partnership)
March 7, 2002
Qingdao Tgood Electric Co.Ltd(300001) report body
About Qingdao Tgood Electric Co.Ltd(300001)
Spin off subsidiary Tedian new energy Co., Ltd
Special verification opinions on listing on the science and Technology Innovation Board
Hexinzhuanzi (2022) No. Shenzhen Sdg Information Co.Ltd(000070) Qingdao Tgood Electric Co.Ltd(300001) all shareholders:
According to the rules for the spin off of listed companies (Trial) (CSRC announcement (2022) No. 5, hereinafter referred to as the "spin off rules") issued by the China Securities Regulatory Commission, Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as " Qingdao Tgood Electric Co.Ltd(300001) ") the management has prepared the plan for the spin off of its subsidiary, special call New Energy Co., Ltd. to be listed on the science and Innovation Board (hereinafter referred to as the spin off plan).
It is the responsibility of the management of Qingdao Tgood Electric Co.Ltd(300001) to judge whether the listing of the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off, teday new energy Co., Ltd. (hereinafter referred to as "teday") on the science and Innovation Board meets the conditions of the spin off rules. According to the special instructions on the initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange of the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off, specially called New Energy Co., Ltd. (hereinafter referred to as the "special instructions") prepared by the management of Qingdao Tgood Electric Co.Ltd(300001) spin off, the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off specially called to the science and innovation board to meet the relevant requirements of the spin off rules.
As Qingdao Tgood Electric Co.Ltd(300001) current accountant, our responsibility is to review the special instructions prepared by Qingdao Tgood Electric Co.Ltd(300001) management and issue verification opinions.
After verification, we believe that the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off hereby calls Kechuang board for listing, which meets the relevant requirements of the spin off rules. In order to better understand the verification opinions, we suggest that users of the verification opinions read the contents of the verification opinions together with the audited financial statements of 3 Csg Holding Co.Ltd(000012) 021.
This verification opinion is only for the purpose of Qingdao Tgood Electric Co.Ltd(300001) submitting the plan for the spin off of its subsidiary, specially calling new energy Co., Ltd. to list on the science and innovation board, and shall not be used for any other purpose.
Qingdao Tgood Electric Co.Ltd(300001) report body
(no text on this page)
Hexin Certified Public Accountants (special general partnership) Chinese certified public accountant:
Jinan, China Certified Public Accountant:
March 7, 2002
About the proposed spin off of its subsidiary, special call New Energy Co., Ltd
Special instructions on initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange
Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as " Qingdao Tgood Electric Co.Ltd(300001) " and "the company") plans to spin off its subsidiary TEDA new energy Co., Ltd. (hereinafter referred to as "TEDA") to the science and Innovation Board of Shanghai stock exchange for listing. According to the relevant requirements of the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off rules"), the relevant conditions are compared and analyzed as follows:
1、 Analysis on the compliance of spin off listing with the relevant requirements of the rules for the spin off of listed companies (for Trial Implementation)
(I) the listed company complies with the provisions of Article 3 of the spin off rules
1. The listed company's shares have been listed in China for three years.
The company's shares were listed on the growth enterprise market of Shenzhen Stock Exchange in 2009, which meets the requirement of "the shares of listed companies have been listed in China for three years".
2. Listed companies have made continuous profits in the last three fiscal years.
According to the audit report hxsz (2021) No. Cccg Real Estate Corporation Limited(000736) , hxsz (2021) No. Nafine Chemical Industry Group Co.Ltd(000737) and hxsz (2022) No. 000306 issued by Hexin Certified Public Accountants (special general partnership), in 2019 In 2020 and 2021, the net profit attributable to the shareholders of the listed company (calculated by the lower value before and after deducting non recurring profits and losses) was 1218313 million yuan, 899808 million yuan and 1043272 million yuan respectively, which was in line with the provisions of "continuous profits of the listed company in the last three fiscal years".
3. After deducting the net profits of the subsidiaries to be spun off according to equity enjoyed by the listed company in the last three fiscal years, the cumulative net profits attributable to the shareholders of the listed company shall not be less than 600 million yuan (the net profits referred to in these Provisions shall be calculated by the lower value before and after deducting non recurring profits and losses)
According to the audit report hxsz (2022) No. 000314 issued by Hexin Certified Public Accountants (special general partnership) on the special call, the cumulative net profit attributable to the shareholders of the listed company in the last three fiscal years after deducting the net profit of the special call according to equity is 8006263 million yuan, No less than 600 million yuan (net profit is calculated by the lower value before and after deducting non recurring profits and losses). The details are as follows:
Unit: 10000 yuan
Project formula 20192020 2021 total
1、 Net profit attributable to shareholders of listed companies
Qingdao Tgood Electric Co.Ltd(300001) net profit attributable to shareholders of listed company 2405007204346818717426320217 a
Qingdao Tgood Electric Co.Ltd(300001) net profit attributable to shareholders of listed company (excluding non recurring profit and loss) 121831389980810432723161393
2、 Net profit attributable to the parent company
Net profit attributable to the parent company -751226 -1708635 -513208 -2973069 B
Net profit attributable to the parent company (excluding non recurring profit and loss) -1653802 -2687379 -1347280 -5688461
3、 Proportion of rights and interests enjoyed by the company
Equity ratio C 98.19% 80.90% 77.71%-
4、 Net profit enjoyed by the company according to equity
Net profit D -737629 -1382255 -398810 -2518694 net profit (excluding non recurring profit and loss) (d = b c) -1623869 -2174041 -1046960 -4844870
5、 Net profit of the company after deducting the net profit of special calls according to equity
Net profit e 3142636342572322705528838911 net profit (deducting non recurring profits and losses) (E = A-D) 2842182307384920902328006263
After Qingdao Tgood Electric Co.Ltd(300001) deducting the net profit of special calls in the last three years, the cumulative sum of net profit attributable to shareholders of the parent company (the net profit is calculated by the lower value before and after deducting non recurring profits and losses) 8006263
4. In the consolidated statements of the listed company for the most recent fiscal year, the net profit of the subsidiary to be separated according to equity shall not exceed 50% of the net profit attributable to the shareholders of the listed company; In the consolidated statements of the listed company for the most recent fiscal year, the net assets of the subsidiaries to be separated according to their rights and interests shall not exceed 30% of the net assets attributable to the shareholders of the listed company.
According to the consolidated financial data of Qingdao Tgood Electric Co.Ltd(300001) and teltel, the net profit of teltel enjoyed by equity in the consolidated statements of the company in 2021 accounted for - 21.31% of the net profit attributable to the shareholders of the listed company; In the consolidated statements of the company in 2021, the proportion of the net profit deducted from special calls enjoyed by equity in the net profit deducted attributable to the shareholders of the listed company was - 100.35%, none of which exceeded 50%, meeting the requirements of the spin off rules. The owner's equity attributable to the parent company at the end of 2021 was 1768680800 yuan. The proportion of net assets attributable to equity in the consolidated statements of the company at the end of 2021 in the net assets attributable to the shareholders of the listed company was 22.85%, no more than 30%, which met the requirements of the spin off rules.
In conclusion, the proportion of net assets and net profit enjoyed by equity in the consolidated statements of the company in the latest fiscal year (2021) meet the requirements.
Unit: 10000 yuan
Net profit attributable to the owner of the parent company in 2021 attributable to the owner of the parent company in 2021 attributable to the project formula at the end of 2021
Qingdao Tgood Electric Co.Ltd(300001) A 18,717.42 10,432.72 Metallurgical Corporation Of China Ltd(601618) .41
Special call B -513208 -134728017686808
Proportion of special calls C 77.71% 77.71% 77.71%
Net profit or net assets enjoyed by equity: D -398810 -104696013744277 (d = b c)
Proportion e - 21.31% - 100.35% 22.85% (E = D / a)
(II) the listed company complies with the provisions of Article 4 of the spin off rules
1. Listed companies do not have capital and capital
