Securities code: Qingdao Tgood Electric Co.Ltd(300001) securities abbreviation: Qingdao Tgood Electric Co.Ltd(300001) Qingdao Tgood Electric Co.Ltd(300001) about the spin off of its subsidiary, we specially call New Energy Co., Ltd. to list on the science and innovation board
Independent financial advisor
March, 2002
catalogue
interpretation…… 4 the company declares that 5. Statement of relevant securities service institutions 6. Tips on major issues 7 major risk tips 11 I. approval risk of this spin off 11 II. Market competition risk 11 III. stock market fluctuation risk 11 IV. controlling shareholders control risks 12 v. force majeure risk 12 chapter I overview of this spin off 13 I. background, purpose, commercial rationality, necessity and feasibility of this spin off 13 II. This spin off and listing complies with relevant laws and regulations 14 III. introduction to the scheme of this spin off issuance and listing 26 IV. the decision-making process of this spin off and listing 27 v. impact of this spin off on the company Chapter II basic information of listed companies 29 I. Basic Information 29 II. Development of main business in recent three years 29 III. main financial data and financial indicators 31 IV. controlling shareholders and actual controllers 32 v. changes in control in the last three years Vi. major asset restructuring in the last three years VII. Administrative and criminal penalties, litigation or arbitration involving the company and its main management personnel in the past three years
…… 32 VIII. Integrity of the company and its main managers in the past three years 33 Chapter III basic information of the subject to be split 34 I. Basic Information 34 II. Ownership structure and control relationship thirty-four
3、 Main business situation 35 IV. main financial data 36 Chapter IV other important matters 37 I. relevant arrangements for protecting the legitimate rights and interests of investors 37 II. Explanation on the fluctuation of stock price before the disclosure of major events 38 Chapter V verification opinions of independent directors and intermediaries 40 I. opinions of independent directors 40 II. Verification opinions of independent financial advisor 41 III. opinions of legal counsel 42 IV. opinions of the audit institution 42 Chapter VI securities service institutions related to this spin off 43 I. independent financial advisor 43 II. Legal counsel 43 III. audit institution of the company 43 statement of the listed company and all directors, supervisors and senior managers 45 statement of the listed company and all directors, supervisors and senior managers forty-seven
interpretation
In this plan, unless otherwise specified in the context, the following abbreviations have the following meanings:
Plan. This plan refers to the Qingdao Tgood Electric Co.Ltd(300001) plan for the spin off of its subsidiaries and the listing of new energy Co., Ltd. on the science and innovation board
This spin off means that the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off specially calls new energy Co., Ltd. to list on the science and innovation board
The company, the company and the listed company refer to Qingdao Tgood Electric Co.Ltd(300001) company, Qingdao Tgood Electric Co.Ltd(300001) subject to be split, and special call refers to special call New Energy Co., Ltd
Derui investment refers to Qingdao Derui Investment Co., Ltd
CSRC and CSRC refer to China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan, 10000 yuan and 100 million yuan without special instructions
Note: any discrepancy between the total number and the mantissa of the sum of the sub item values in this plan is caused by rounding.
Company statement
The company and all directors, supervisors and senior managers guarantee that the contents of the plan are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the plan.
The board of directors of the company declares that the matters described in this plan do not represent the substantive judgment, confirmation or approval of the CSRC, Shenzhen Stock Exchange and Shanghai Stock Exchange on matters related to this spin off. The effectiveness and completion of the matters related to this spin off described in this plan have yet to be approved by the regulatory authority. Any decision or opinion made by the regulatory authority on matters related to this spin off does not indicate that it has made a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
After the spin off, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks caused by this spin off.
When evaluating the spin off, in addition to the contents of the plan and relevant documents disclosed at the same time with the plan, investors should also seriously consider the risk factors disclosed in the plan. If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Statement of relevant securities service institutions
The securities service institutions China Galaxy Securities Co.Ltd(601881) , Hexin Certified Public Accountants (special general partnership) and Beijing Jindu law firm in this spin off guarantee that Qingdao Tgood Electric Co.Ltd(300001) in this plan, the relevant contents of the documents issued by the independent financial advisor / the exchange have been reviewed by the independent financial advisor / the exchange and the handling personnel, and confirm that the plan will not have false records due to the above cited contents Misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions in the spin off application documents, and the securities service institution fails to be diligent and responsible, it will bear joint and several liability for compensation.
Tips on major issues
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this plan. The company reminds investors to carefully read the full text of the plan and pay special attention to the following matters:
1、 Introduction to the spin off scheme
Qingdao Tgood Electric Co.Ltd(300001) plans to spin off its holding subsidiary Telai to be listed on the science and innovation board. The shareholding structure will remain unchanged after the split.
Through this spin off, Qingdao Tgood Electric Co.Ltd(300001) will further realize business focus, focus on the development of intelligent manufacturing business sector, build the special call into an independent listing platform of the company with new energy vehicle charging network business as the core, enhance capital strength through science and Innovation Board financing, and increase further investment in New energy vehicle charging network business and related core technologies, Realize the expansion and strengthening of new energy vehicle charging network business, and enhance the profitability and comprehensive competitiveness of new energy vehicle charging network business.
2、 Introduction to the scheme of this spin off issuance and listing
The initial plan for this spin off and listing is as follows:
(I) listing place: Science and Technology Innovation Board of Shanghai Stock Exchange.
(II) type of shares issued: RMB ordinary shares (A shares) listed in China.
(III) par value of shares: 1.00 yuan.
(IV) issuing objects: inquiry objects that meet the relevant qualification requirements of the CSRC and other regulatory institutions, as well as natural persons, legal persons and other investors who have opened A-share securities accounts in the Shanghai Stock Exchange (except for buyers prohibited by national laws, regulations, rules and normative documents).
(V) issuing and listing time: the special call will be issued at an appropriate time after the approval of the Shanghai Stock Exchange and the registration of the CSRC. The specific issuance date will be determined by the board of directors authorized by the general meeting of shareholders of the special call after the approval of the Shanghai Stock Exchange and the registration of the CSRC; After the public offering of special call shares, we will apply for the listing and trading of special call shares on the science and Innovation Board of Shanghai Stock Exchange as soon as possible.
(VI) issuance method: the combination of offline placement and online capital purchase and issuance, or other issuance methods recognized by the CSRC and the Shanghai Stock Exchange.
(VII) issuance scale: the number of shares issued this time accounts for no less than 10% of the total share capital after the issuance of special calls. The general meeting of Shareholders hereby authorizes the board of directors to negotiate with the lead underwriter to determine the final issuance quantity according to the requirements of relevant regulatory authorities, the actual situation of the securities market, the amount of share capital before issuance and the capital demand of the raised funds.
(VIII) pricing method: the issue price will be determined through inquiry from professional institutional investors such as securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign investors and private fund managers registered with the China Securities Association. The issuer and the lead underwriter may determine the issue price through preliminary inquiry, or determine the issue price through cumulative bidding inquiry after the initial inquiry determines the issue price range.
(IX) other matters related to the issuance: the strategic placement, purpose of raised funds, underwriting method, over allotment option (if applicable) and other matters involved in the issuance will be further confirmed and adjusted according to the implementation of the listing plan of the spin off issuance, market conditions, policy adjustment and the opinions of the regulatory authority. Since the above issuance plan is a preliminary plan, the spin off listing must be reviewed and approved by the Shanghai Stock Exchange and the registration procedures of the CSRC. In order to promote the smooth progress of the work related to the special call listing, the general meeting of shareholders of the company is requested to authorize the board of directors and its authorized persons to decide or adjust the special call spin off listing plan according to the specific circumstances. 3、 Impact of this spin off on the company
(I) impact of the spin off on the company’s business
The company’s main business is divided into intelligent manufacturing business segment and new energy vehicle charging network business segment, in which the business of new energy vehicle charging network business segment is specially called by the subsidiary. At present, the company’s businesses maintain a good development trend, and the business independence between the special calls of the company’s subsidiaries and other business segments of the company is maintained. The company’s spin off of the special calls to the Kechuang board for listing will not have a substantive impact on the sustainable operation of other business segments of the company.
(II) impact of the spin off on the profitability of the company
After the spin off, the company will still hold the special call, and the financial status and profitability of the special call will still be reflected in the company’s consolidated statements. Although this spin off will lead to the dilution of the company’s interests in special calls, through this spin off, the development and innovation of special calls will be further accelerated, and the investment and financing ability and market competitiveness will be further enhanced, which will help to improve the company’s overall profitability in the future.
(III) impact of this spin off on the company’s equity structure
This spin off does not involve the issuance of shares by listed companies and does not affect the equity structure of listed companies.
4、 The impact of the spin off on shareholders of all parties, especially minority shareholders, creditors and other stakeholders
(I) impact on shareholders of all parties
After the spin off and listing, the company still has a controlling stake in the special call, and the financial status and profitability of the special call will still be reflected in the company’s consolidated statements. The company and special call will professionally operate and develop their own advantageous businesses, which is conducive to maximizing the value of shareholders of all parties. Although the special call shares held by the company will be diluted after the public offering of the special call, through this spin off, the special call will further improve the operating efficiency, improve the governance structure, help to improve the overall profitability in the future and have a positive impact on all shareholders.
(II) impact on creditors
This spin off is conducive to the special call to improve the speed of development and innovation, enhance the overall strength of the company, further broaden the financing channels, facilitate the independent financing of the special call, strengthen the asset liquidity of the company, improve the solvency, reduce the operation risk of the company, and safeguard the legitimate rights and interests of creditors.
(III) impact on other stakeholders
In the process of this spin off, Qingdao Tgood Electric Co.Ltd(300001) and special calls will strengthen information disclosure, carefully standardize and operate processes that may have risks in accordance with relevant laws and regulations, and strive to protect the rights and interests of other stakeholders.
5、 The decision-making process of this spin off
(I) the procedures that have been performed and the approvals that have been obtained for this spin off and listing plan
As of the announcement date of the plan, the spin off and listing plan has been deliberated and adopted at the third meeting of the Fifth Board of directors of the company.
(II) procedures to be performed and approvals to be obtained for the spin off listing plan
1. The proposals related to the spin off still need to be deliberated and approved by the Qingdao Tgood Electric Co.Ltd(300001) shareholders’ meeting;
2. The relevant proposals on the initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange need to be deliberated and approved by the board of directors and the general meeting of shareholders;
3. The initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange need to be approved by Shanghai Stock Exchange and comply with the issuance registration procedures of China Securities Regulatory Commission;
4. Other approvals that may be involved as required by relevant laws and regulations.
The above procedures to be performed and approvals are uncertain. The company will strictly abide by the requirements of relevant laws and regulations, actively and steadily promote relevant matters, and continue to disclose corresponding information to draw the attention of investors to investment risks.
