Securities code: Han'S Laser Technology Industry Group Co.Ltd(002008) securities abbreviation: Han'S Laser Technology Industry Group Co.Ltd(002008) Announcement No.: 2022030 Han'S Laser Technology Industry Group Co.Ltd(002008)
About some directors, senior managers and their related parties and core employees of the company
Announcement on participating in shareholding and related party transactions of subsidiaries to be spun off
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of this transaction
1. On March 7, 2022, the company held the 11th meeting of the 7th board of directors and the 6th meeting of the 7th board of supervisors respectively. The meeting deliberated and adopted the proposal on the participation of some directors, senior managers and their related parties and core employees in the shareholding and related transactions of the subsidiaries to be spun off, and agreed with Zhang Jianqun, Zhou Huiqiang, Ren Ning, Du Yonggang, Ning Yanhua Yin Jiangang, Wang Jin, Huang Xianghu, Zhao Guanghui, Dong Yuying, Tang Zheng, Chen Yan and other directors and senior managers of the company, as well as Zuo Jing, Zhu Dengchuan, Hu Rui, Ouyang Jianglin, Wang Xiang, Li Jianfeng, the spouses of LV Qitao, the Director / deputy general manager of the company Zhong Jianchun and other core employees of the company participated in the shareholding (hereinafter referred to as "this transaction") of Shenzhen Han's Photoelectric Equipment Co., Ltd. (hereinafter referred to as "Han's photoelectric") which is the subsidiary of the company to be spun off. Among them, the company's directors / senior managers Zhang Jianqun, Zhou Huiqiang, the company's core employee / Han's optoelectronic supervisor Hu Zhixiong hold Han's North Electro-Optic Co.Ltd(600184) , other directors, senior managers and their related parties and core employees through direct shareholding, and invest in Shenzhen family power Juxian consulting partnership (limited partnership) (hereinafter referred to as "family power Juxian"), Indirectly holding Han nationality North Electro-Optic Co.Ltd(600184) , the specific shareholding is as follows:
Directors, senior managers and core employees of Han's optoelectronics company directly holding shares
Serial number name number of shares (shares) directly held by Han optoelectronics remarks
proportion
1 Zhang Jianqun 4522440.35% direct shareholding in Han's optoelectronics
2. Zhou Huiqiang 624624 directly holds 0.48% of Han's optoelectronics
3 Hu Zhixiong 212940 holds 0.16% of Han's optoelectronics directly
Total 0.99%-
Directors, senior managers and their related parties and core employees of other companies indirectly holding Han's optoelectronics (including Han'S Laser Technology Industry Group Co.Ltd(002008) )
Holding enterprises, but excluding Han Zu optoelectronics and its holding enterprises)
No. refers to the platform held by the flat and the platform indirectly held by Han's light
The number of shares (shares) of Taipower has the proportion of Han optoelectronics
The above-mentioned personnel passed the family electricity
Group 1 electric Juxian 62241924.79% indirect shareholding of big family
photoelectricity
2. According to the Listing Rules of Shenzhen Stock Exchange, the spouses of Zhang Jianqun, Zhou Huiqiang, Ren Ning, Du Yonggang, Ning Yanhua, Yin Jiangang, Wang Jin, Huang Xianghu, Zhao Guanghui, Dong Yuying, Tang Zheng, Chen Yan and LV Qitao, the Director / deputy general manager, are the related natural persons of the company, The above-mentioned personnel participated in the related party transactions formed by the shareholding of Han Zu optoelectronics, the company's proposed spin off subsidiary. 3. The proposal on the participation of some directors, senior managers and their related parties and core employees in the shareholding and related party transactions of the subsidiaries to be spun off has been deliberated and adopted at the 11th meeting of the 7th board of directors of the company. All related directors avoided voting. The independent directors of the company approved the transaction in advance and expressed independent opinions.
4. According to the provisions of the rules for the spin off of listed companies (Trial) issued by the China Securities Regulatory Commission, the proposal on the participation of some directors, senior managers and their related parties and core employees in the shareholding and related party transactions of Shenzhen Han's Photoelectric Equipment Co., Ltd., the subsidiary to be spun off, needs to be submitted to the general meeting of shareholders of the company for deliberation, With the approval of more than half of the voting rights held by the minority shareholders attending the general meeting of shareholders, the related parties interested in the related party transaction will withdraw from voting.
5. This related party transaction does not constitute a major asset reorganization or listing as stipulated in the administrative measures for major asset reorganization of listed companies, and does not require the approval of relevant departments.
2、 Basic information of related parties
Zhang Jianqun is the company's vice chairman / executive deputy general manager, Zhou Huiqiang is the company's director / Executive Deputy General Manager / chief financial officer, Du Yonggang is the company's Deputy General Manager / Secretary of the board of directors, Ren Ning, Ning Yanhua, Yin Jiangang, Wang Jin, Huang Xianghu, Zhao Guanghui, Dong Yuying, Tang Zheng and Chen Yan are the company's deputy general managers, and Zuo Jing is the spouse of LV Qitao, the company's director / deputy general manager, According to the provisions of the Listing Rules of Shenzhen Stock Exchange, these personnel are the related natural persons of the company.
After verification, these connected persons are not dishonest Executees.
3、 Basic information of related party transactions
(I) basic information
Company name: Shenzhen Han nationality Photoelectric Equipment Co., Ltd
Registered address: 6 / F, building 5, Han'S Laser Technology Industry Group Co.Ltd(002008) Industrial Park, No. 128, Chongqing Road, Fuyong street, Bao'an District, Shenzhen
Date of establishment: October, 2007
Registered capital: 130 million yuan
Legal representative: Luo Bo
Technical development of computer software and hardware; Engage in the wholesale, technical consulting services, import and export and related supporting businesses of the above products (the commodities that do not involve the management of state-owned trade, and the commodities that involve the management of quotas, licenses and other special regulations shall be applied for in accordance with the relevant provisions of the state).
(II) equity structure
After the completion of this transaction, the equity structure of Han's optoelectronics is as follows:
Name of shareholder / name number of shares held (shares) proportion of capital contribution
Han'S Laser Technology Industry Group Co.Ltd(002008) 77,064000 59.28%
Robo 101400007.80%
Shenzhen Yunsheng consulting partnership (limited partnership) 101400007.80%
Shenzhen xinbaixiang consulting partnership (limited partnership) 40560003.12%
Shenzhen Zu Dian Juxian consulting partnership (limited partnership) 62241924.79%
Shenzhen Hexin consulting partnership (limited partnership) 67860005.22%
Zhang Jianqun 4522440.35%
Zhou Huiqiang 6246240.48%
Hu Zhixiong 2129400.16%
Beijing Gaoling Yurun equity investment fund partnership (65 Shenzhen Fountain Corporation(000005) .00% partnership)
Citic Securities Company Limited(600030) Investment Co., Ltd. 39000003.00%
Shenzhen hi tech Investment Venture Capital Co., Ltd. 27 China Vanke Co.Ltd(000002) .08%
Shenzhen hi tech investment Zhiyuan phase I equity investment fund partnership 9 Shanghai Pudong Development Bank Co.Ltd(600000) .74% (limited partnership)
Shenzhen Xiaohe venture capital partnership (limited partnership) 2400000.18%
Total 13000 Ping An Bank Co.Ltd(000001) 00.00%
(III) financial situation
The main financial data of Han's optoelectronics are as follows:
Unit: 10000 yuan
Main financial indicators 2021 / 2020/
December 31, 2021 December 31, 2020
Operating income 34491171512620
Net profit 505800 287.52
Total assets 34262311718131
Net assets 1279169907761
Note: in 2021, Han's laser (Singapore) PTE. Ltd. acquired 100% equity of Han's laser (Singapore) PTE. Ltd., constituting a business merger under the same control. The above data are the data after retroactive merger of Han's laser (Singapore) PTE. Ltd. without external audit.
(IV) other situations
After verification, Han's optoelectronics is not a dishonest person to be executed, and there are no contingencies such as guarantee, pending litigation and arbitration.
4、 Pricing policy and basis of related party transactions
Zhang Jianqun and Zhou Huiqiang, the company's directors / senior managers, Hu Zhixiong, the company's core employee / Han's optoelectronics supervisor, acquired the shares of Han's optoelectronics through direct capital increase, and the rest indirectly acquired the shares of Han's optoelectronics through participating in the investment in and capital increase of Han's optoelectronics, The pricing of these capital increases is determined with reference to the pre investment valuation of Han's optoelectronics of RMB 1 million. The pricing refers to the development trend of Han's optoelectronics industry, its own development strategy, business planning and other factors. The transaction price is jointly determined by the transaction parties based on the principles of voluntariness, fairness and impartiality.
This transaction follows the objective, fair and fair pricing principle, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders.
5、 Transaction purpose and impact on the company
The purpose of this related party transaction is to enhance the cohesion of Han'S Laser Technology Industry Group Co.Ltd(002008) and its holding subsidiary Han Zu optoelectronics, maintain the long-term and stable development of Han'S Laser Technology Industry Group Co.Ltd(002008) and Han Zu optoelectronics, establish a long-term incentive and restraint mechanism of benefit sharing and risk sharing, attract and retain talents, fully mobilize the enthusiasm, initiative and creativity of employees, and take into account the long-term interests of employees, Han'S Laser Technology Industry Group Co.Ltd(002008) , Han Zu optoelectronics.
6、 Accumulated various connected transactions with the connected person
From the beginning of 2021 to the disclosure date, the amount of related party transactions between the company and Shenzhen Hanhe Intelligent Manufacturing Co., Ltd. (Zhang Jianqun, vice chairman / executive deputy general manager of the company, holds the position of legal representative and chairman of Shenzhen Hanhe Intelligent Manufacturing Co., Ltd., and Zhou Huiqiang, director / Executive Deputy General Manager / chief financial officer of the company, holds the position of director of Shenzhen Hanhe Intelligent Manufacturing Co., Ltd.) is 636631 million yuan; The amount of related party transactions between the company and Shenzhen Mingxin Test Equipment Co., Ltd. (Director / Executive Deputy General Manager / Chief Financial Officer Zhou Huiqiang holds the post of director of Shenzhen Mingxin Test Equipment Co., Ltd.) is 2.2211 million yuan. These connected transactions have been deliberated and approved at the 44th meeting of the sixth board of directors of the company. For details, please refer to cninfo.com, the designated information disclosure media（ http://www.cn.info.com.cn. ）And the announcement on the forecast of daily connected transactions in 2021 (Announcement No.: 2021018) disclosed by the securities times, China Securities News and Shanghai Securities News.
In addition to the above related party transactions and remuneration payments, the company has no other related party transactions with related parties.
1. Prior approval of independent directors
Independent directors believe that this related party transaction is conducive to enhancing the cohesion of Han'S Laser Technology Industry Group Co.Ltd(002008) and its holding subsidiary Han's optoelectronics, maintaining the long-term and stable development of Han'S Laser Technology Industry Group Co.Ltd(002008) and Han's optoelectronics, establishing a long-term incentive and restraint mechanism of benefit sharing and risk sharing, attracting and retaining talents, and fully mobilizing the enthusiasm, initiative and creativity of employees
