About Han'S Laser Technology Industry Group Co.Ltd(002008)
Financial verification opinions on the listing of spin off subsidiaries
Han'S Laser Technology Industry Group Co.Ltd(002008)
Rongcheng zhuanzi [2022] No. 518z0181
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
catalogue
S / N content page 1 report body 1 - 2
2 special instructions 3 - 16
About Han'S Laser Technology Industry Group Co.Ltd(002008)
Financial verification opinions on the listing of spin off subsidiaries
Rongcheng zhuanzi [2022] No. 518z0181 Shenzhen Stock Exchange:
According to the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off rules") issued by the China Securities Regulatory Commission (announcement [2022] No. 5 of the China Securities Regulatory Commission), And the proposal on spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem in accordance with relevant laws and regulations, which was deliberated and adopted at the 11th meeting of the seventh board of directors of Han'S Laser Technology Industry Group Co.Ltd(002008) (hereinafter referred to as " Han'S Laser Technology Industry Group Co.Ltd(002008) ") The proposal on spin off of Shenzhen Han's Optoelectronic Equipment Co., Ltd. for initial public offering and listing on the gem, and the proposal on Han'S Laser Technology Industry Group Co.Ltd(002008) the plan for spin off of its subsidiary Shenzhen Han's Optoelectronic Equipment Co., Ltd. for listing on the gem, Han'S Laser Technology Industry Group Co.Ltd(002008) plans to spin off its subsidiary, Shenzhen Han's Optoelectronic Equipment Co., Ltd. (hereinafter referred to as "Han's optoelectronics"), which will make an initial public offering of shares and be listed on the gem of Shenzhen Stock Exchange.
It is the responsibility of the management of Han'S Laser Technology Industry Group Co.Ltd(002008) and Han's optoelectronics to judge whether the financial indicators of Han'S Laser Technology Industry Group Co.Ltd(002008) and Han's optoelectronics comply with the spin off rules. According to the proposal on the compliance of the spin off listing of Shenzhen Han's Optoelectronic Equipment Co., Ltd. with the spin off rules for listed companies (for Trial Implementation) (hereinafter referred to as the "spin off proposal") prepared by Han'S Laser Technology Industry Group Co.Ltd(002008) spin off, the listing of its subsidiary Han's optoelectronic on the gem meets the conditions of the spin off rules. We have issued this verification opinion in accordance with the requirements of the spin off rules. Except for whether the financial indicators of Han'S Laser Technology Industry Group Co.Ltd(002008) and Han's optoelectronics meet the conditions of the spin off rules, we have not implemented additional audit procedures for the contents other than those described in this verification opinion. In order to better understand this verification opinion, we suggest that users of this verification opinion read the contents of this verification opinion together with the audited financial statements of Han'S Laser Technology Industry Group Co.Ltd(002008) 2020.
We believe that Han'S Laser Technology Industry Group Co.Ltd(002008) the contents stated in the spin off proposal are true and complete.
Attachment: Han'S Laser Technology Industry Group Co.Ltd(002008) the proposal that the spin off and listing of Shenzhen Han's Photoelectric Equipment Co., Ltd. complies with the rules for the spin off of listed companies (for Trial Implementation).
Rongcheng certified public accountants China Certified Public Accountants:
(special general partnership) Cui Yongqiang (project partner)
Beijing, China Certified Public Accountant:
Fan Lihua
March 7, 2022
Han'S Laser Technology Industry Group Co.Ltd(002008)
About Shenzhen Han nationality Photoelectric Equipment Co., Ltd
The proposal that the spin off and listing comply with the rules for the spin off of listed companies (for Trial Implementation)
Han'S Laser Technology Industry Group Co.Ltd(002008) (hereinafter referred to as " Han'S Laser Technology Industry Group Co.Ltd(002008) " or "the company" or "the company") intends to spin off its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. (hereinafter referred to as "Han's photoelectric") to be listed on the gem, which meets the relevant requirements of the rules for the spin off of listed companies (for Trial Implementation) for the domestic listing of the subsidiaries of Companies in the spin off of listed companies, It has the feasibility of spin off and listing. The details are as follows:
1、 The listed company's shares have been listed in China for three years
Han'S Laser Technology Industry Group Co.Ltd(002008) was listed on the original small and medium-sized board of Shenzhen Stock Exchange (incorporated into the main board of Shenzhen Stock Exchange in April 2021) in 2004. It has been three years since now, meeting the requirements of "domestic listing of shares of listed companies for three years".
2、 Listed companies have made continuous profits in the last three fiscal years,
According to the annual report disclosed by the company, the net profit attributable to the shareholders of the listed company in 2018, 2019 and 2020 (the lower value before and after deducting non recurring profits and losses) was 1.454 billion yuan, 462 million yuan and 675 million yuan respectively, which was in line with the provisions of "continuous profit 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 shall be calculated according to the lower value before and after deducting non recurring profits and losses)
According to the financial data of Han's optoelectronics, 1 after deducting the net profit of Han's optoelectronics attributable to the common shareholders of the parent company according to equity, the net profit of Han'S Laser Technology Industry Group Co.Ltd(002008) attributable to the shareholders of the listed company (calculated by the lower value before and after deducting non recurring profits and losses) is RMB 2.556 billion, no less than RMB 600 million. The details are as follows: 1. The audit of Han's photoelectric financial data listing has not been completed, the same below.
Unit: 10000 yuan
Total of the project in 2020, 2019 and 2018
1、 Net profit attributable to parent company
1. Net profit 978924764221951718628633397728
2. Net profit after deducting non recurring profit and loss 674974046228121454198625914538
2、 Net profit attributable to parent company of Han Zu Optoelectronics
1. Net profit 287.52135597227468391817
2. Net profit after deducting non recurring profit and loss 473.87126524222151396062
3、 Proportion of rights and interests of Han's optoelectronics
Equity ratio 100.00% 89.39% 89.39%
4、 Enjoy the net profit of Han's optoelectronics according to equity
1. Net profit 287.52121210203334353296
2. Net profit (excluding non recurring profit and loss) 473.87113100198581359068
5、 Net profit of Han's optoelectronics after deduction of equity
1. Net profit 97604956 Changchun Zhiyuan New Energy Equipment Co.Ltd(300985) 1698295233044432
2. Net profit (excluding non recurring profit and loss) 670235345097121434340525555470
Net profit attributable to shareholders of the parent company after Han'S Laser Technology Industry Group Co.Ltd(002008) deducting the net profit of Han's optoelectronics according to equity in the last three years
Sum of accumulated profits (net profit is calculated by the lower value before and after deducting non recurring profits and losses) 25555470
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 in 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 unaudited financial data of Han's optoelectronics, the net profit of Han's optoelectronics attributable to the owners of the parent company in 2020 is 2.8752 million yuan, and the net profit of Han's optoelectronics according to equity in the consolidated statements of the company in 2020 accounts for 0.29% of the net profit attributable to the shareholders of the listed company; In 2020, after deducting non recurring profits and losses, the net profit attributable to the owners of the parent company was 4.7387 million yuan. In the company's consolidated statements in 2020, the net profit of Han's optoelectronics according to equity accounted for 0.70% of the net profit attributable to the shareholders of the listed company, which was not more than 50%, meeting the requirements of the spin off rules.
At the end of 2020, the owner's equity attributable to the parent company of Han's optoelectronics was 907761 million yuan. In the company's consolidated statements at the end of 2020, the proportion of the net assets of Han's optoelectronics according to equity in the net assets attributable to the shareholders of the listed company was 0.93%, no more than 30%, which met the requirements of the spin off rules. The details are as follows:
Unit: 10000 yuan
Net profit of the project net assets after deducting non recurring profit and loss
Han'S Laser Technology Industry Group Co.Ltd(002008) 97,892.47 67,497.40 974698.55
Han Zu optoelectronics 287.52 473.87907761
Enjoy the rights and interests of Han's optoelectronics 100.00% 100.00% 100.00%
Enjoy the net profit or net assets of Han's optoelectronics by equity 287.52 473.87907761
Accounting for 0.29%, 0.70%, 0.93%
5、 A listed company shall not be separated under any of the following circumstances: 1. Funds and assets 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 been issued with qualified opinions, negative opinions or audit reports that cannot express opinions by certified public accountants. The directors, senior managers and their related parties of the listed company hold the shares of the subsidiaries to be spun off, which in total exceeds 10% of the total share capital of the subsidiaries before the spin off and listing (except those indirectly held by the directors, senior managers and their related parties through the listed company)
As of the announcement date of this plan, the company has no situation in which the funds and assets 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.
The company or its controlling shareholder or actual controller has not been subject to administrative punishment by the CSRC in the last 36 months, and the company or its controlling shareholder or actual controller has not been publicly condemned by the stock exchange in the last 12 months.
Rong Cheng Shen Zi [2021] No. 518z0237 audit report issued by Rong Cheng Certified Public Accountants (special general partnership) for the company's 2020 financial statements is a standard unqualified audit report.
As of the announcement date of this plan, the share capital structure of Han's optoelectronics is shown in the following table:
Serial number shareholder name / name shareholding quantity (share) shareholding proportion remarks
1 Han'S Laser Technology Industry Group Co.Ltd(002008) 77,064000 59.28%
2 Robo 101400007.80%
3. Yunsheng consulting 101400007.80%
4 xinbaixiang 40560003.12%
Serial number shareholder name / name shareholding quantity (share) shareholding proportion remarks
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