China Galaxy Securities Co.Ltd(601881)
about
Qingdao Tgood Electric Co.Ltd(300001)
Spin off its subsidiary Tedian new energy Co., Ltd
Verification opinions on the listing of Kechuang board
Independent financial advisor
March, 2002
Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as "the company", "listed company", " Qingdao Tgood Electric Co.Ltd(300001) ") intends to spin off its holding subsidiary TEDA new energy Co., Ltd. (hereinafter referred to as "TEDA") to Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") for listing on the science and Innovation Board (hereinafter referred to as "this spin off", "this spin off" and "this transaction"), China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as "independent financial adviser" and "the independent financial adviser") as the independent financial adviser of the spin off listing, whether the spin off complies with the relevant provisions of the rules for the spin off of listed companies (Trial) (hereinafter referred to as "the spin off rules"), whether it is conducive to safeguarding the legitimate rights and interests of shareholders and creditors Whether the listed company can maintain its independence and sustainable operation ability after the spin off, whether the special call has the corresponding standardized operation ability, whether the relevant information disclosed by the listed company is free of false records, misleading statements or major omissions, the completeness and compliance of the legal procedures for the spin off and the effectiveness of the legal documents submitted Special verification has been conducted on whether the stock price fluctuation of the listed company is abnormal, and the verification opinions are as follows:
1、 This spin off meets the relevant requirements of the spin off rules
The spin off complies with the relevant provisions of the spin off rules on the domestic listing of subsidiaries of listed companies, and is feasible. The details are as follows:
(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 and have been listed for three years, meeting the requirements of "the domestic listing of shares of listed companies has been listed 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 the 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 RMB 600 million (the calculation of the net profits involved shall be based on the lower value before and after deducting the 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, Not less than 600 million yuan (net profit is calculated by the lower value before and after deducting non recurring profits and losses), 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 121831389980810432723161393 (deducting non recurring profit and loss) II. Net profit attributable to parent company
Net profit attributable to parent company of special call -751226 -1708635 -513208 -2973069 net profit attributable to parent company of special call B
(deducting 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 (d = b)
Net profit (deducting non recurring profit and loss) 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 (E = a)-
Net profit (deducting non recurring profit and loss) d) 2842182307384920902328006263
After Qingdao Tgood Electric Co.Ltd(300001) deducting the net profit of special calls in the last three years, the accumulated net profit attributable to the shareholders of the parent company is 8006263 (the net profit is calculated by the lower value before and after deducting non recurring profits and losses)
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 telex, the net profit of telex according to equity in the consolidated statement of the company in 2021 accounts for - 21.31% of the net profit attributable to the shareholders of the listed company, and the net profit of telex according to equity in the consolidated statement of the company in 2021 accounts for - 100.35% of the net profit attributable to the shareholders of the listed company, No more than 50%.
At the end of 2021, the owner's equity attributable to the parent company was 1768680800 yuan. The net assets of the company according to equity in the consolidated statements at the end of 2021 accounted for 22.85% of the net assets attributable to the shareholders of the listed company, which did not exceed 30%. The details are as follows:
Unit: 10000 yuan
Net profit attributable to the parent company attributable to the owner of the parent company attributable to the project formula attributable to the owner of the parent company attributable to the owner of the parent company in 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
Cases with special call equity ratio C 77.71%
Net profit or net assets of special call D -398810 -104696013744277 according to equity (d = b c)
Proportion e - 21.31% - 100.35% 22.85% (E = D / a)
In conclusion, the listed company complies with the provisions of Article 3 of the spin off rules.
(II) the listed company complies with the provisions of Article 4 of the spin off rules
1. There is no case that the funds and assets of the listed company are occupied by the controlling shareholders, actual controllers and their related parties, or the interests of the listed company are seriously damaged by the controlling shareholders, actual controllers and their related parties.
2. The listed company or its controlling shareholder or actual controller has not been subject to administrative punishment by the CSRC in the past 36 months.
3. The listed company or its controlling shareholder or actual controller has not been publicly condemned by the stock exchange in the past 12 months.
4. The financial and accounting reports of the listed company in the latest year or period have not been issued with qualified opinions, negative opinions or audit reports that cannot express opinions by certified public accountants
The audit report hxsz (2022) No. 000306 issued by Hexin Certified Public Accountants (special general partnership) for the company's 2021 annual financial and accounting report is a standard unqualified audit report. The financial and accounting report of the listed company in the latest year or period has not been issued with qualified opinions, negative opinions or opinions by the certified public accountants
5. The total shares held by the directors, senior managers and related parties of the listed company in the subsidiaries to be spun off shall not exceed 10% of the total share capital of the subsidiaries before the spin off and listing
As of the date of issuance of this verification opinion, except for the shares indirectly held by the directors, senior managers and their related parties of the listed company through the listed company, the total shares held by the directors, senior managers and their related parties of the listed company are 0.87%, which does not exceed 10% of the total share capital before the spin off and listing of the listed company.
In conclusion, the listed company complies with the provisions of Article 4 of the spin off rules.
(III) the special call complies with the provisions of Article 5 of the spin off rules
1. The main business or assets of the special call do not belong to the business or assets to which the listed company issued shares and raised funds in the last three fiscal years.
2. The main business or assets of the special call do not belong to the business or assets purchased by the listed company through major asset restructuring in the last three fiscal years.
3. The main business or assets of the special call do not belong to the main business or assets of the listed company at the time of initial public offering and listing.
4. The main business of the special call is the construction and operation of new energy vehicle charging network, the sales of charging network solutions and the sales of new energy micro network solutions. It is not an enterprise mainly engaged in financial business.
5. The total shares held by the directors, senior managers and related parties of telex do not exceed 30% of the total share capital of telex before its spin off and listing
As of the date of issuance of this verification opinion, except for the shares indirectly held by the special call directors, senior managers and their affiliates through the listed company, the total shares held by the special call directors, senior managers and their affiliates are 2.63%, which does not exceed 30% of the total share capital before the spin off and listing of the special call.
In conclusion, as the subject of the proposed spin off listing, the special call complies with the provisions of Article 5 of the spin off rules.
(IV) the listed company shall fully disclose and explain that this spin off will help the listed company highlight its main business and enhance its independence. After the spin off, the listed company and the subsidiaries to be spun off meet the regulatory requirements of the CSRC and the stock exchange on horizontal competition and related party transactions; In case of spin off to overseas listing, there is no horizontal competition between the listed company and the subsidiary to be spun off. After the spin off, the assets, finance and institutions of the listed company and the subsidiaries to be spun off are independent of each other, and there is no cross employment of senior managers and financial personnel. After the spin off, there are no other serious defects in the independence of the listed company and its subsidiaries to be spun off
1. This spin off will help listed companies highlight their main business and enhance their independence
The company's main business is divided into intelligent manufacturing business segment and new energy vehicle charging network business segment, in which the new energy vehicle charging network business segment is specially called by the subsidiary. Special call is mainly engaged in the construction and operation of new energy vehicle charging network, the sales of charging network solutions and the sales of new energy micro network solutions. After the spin off and listing, the company and other subordinate enterprises (except special call and its subsidiaries) will continue to focus on businesses other than new energy vehicle charging network business, highlight the main business advantages of the company in intelligent manufacturing business and further enhance the independence of the company.
2. After the spin off, the listed company and the subsidiaries to be spun off meet the regulatory requirements of the CSRC and the stock exchange on horizontal competition and related party transactions
(1) Horizontal competition
The main business of the company is divided into intelligent manufacturing business segment and new energy vehicle charging network business segment. The intelligent manufacturing business segment mainly includes the R & D, manufacturing and sales of complete sets of transformation and distribution products of outdoor box power equipment and indoor switchgear. The new energy vehicle charging network business segment mainly includes the construction and operation of new energy vehicle charging network Sales of charging network solutions and new energy micro network solutions. The special caller is the only enterprise of Qingdao Tgood Electric Co.Ltd(300001) which is engaged in the charging network business of new energy vehicles. Company (except special calls) and special
