Securities code: Han'S Laser Technology Industry Group Co.Ltd(002008) securities abbreviation: Han'S Laser Technology Industry Group Co.Ltd(002008) Announcement No.: 2027 Han'S Laser Technology Industry Group Co.Ltd(002008)
Announcement of resolutions of the 11th meeting of the 7th board of directors
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.
Han'S Laser Technology Industry Group Co.Ltd(002008) (hereinafter referred to as "the company" or " Han'S Laser Technology Industry Group Co.Ltd(002008) ") the notice of the 11th meeting of the seventh board of directors was sent in writing, e-mail and fax on March 2, 2022, and the meeting was held in the form of communication on March 7, 2022. There are 11 directors who should attend the meeting, and 11 actually attended the meeting. The meeting was convened and held in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Han'S Laser Technology Industry Group Co.Ltd(002008) articles of Association (hereinafter referred to as the "articles of association"). The following resolutions were deliberated and adopted by the directors present at the meeting: 1. The proposal on the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem complies with the provisions of relevant laws and regulations was deliberated and adopted
Shenzhen Han's Optoelectronic Equipment Co., Ltd. (hereinafter referred to as "Han's optoelectronic"), the holding subsidiary of the company, plans to issue RMB common shares to the public for the first time and list on the gem of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") after the issuance. In accordance with the provisions of the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off rules") and other laws and regulations as well as normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of directors, It is believed that the listing of Han's optoelectronics, the holding subsidiary of the company in this spin off, on the gem complies with the provisions of relevant laws and regulations.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 11 in favor, 0 against and 0 abstention.
2、 The proposal on spin off of Shenzhen Han's Optoelectronic Equipment Co., Ltd. for initial public offering and listing on the gem was deliberated and adopted
The company plans to spin off its holding subsidiary Shenzhen Han Optoelectronic Equipment Co., Ltd. to the gem of Shenzhen Stock Exchange. After the spin off, it will not affect the control over the subsidiary Han optoelectronic. The initial plan for the spin off issuance and listing is as follows:
(I) listed sector: Shenzhen Stock Exchange gem.
(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 institutional investors who have opened A-share securities accounts in the Shenzhen Stock Exchange (except those prohibited by Chinese laws, regulations, rules and normative documents).
(V) issuance and listing time: Han optoelectronics will choose an appropriate time to issue after obtaining the approval of Shenzhen Stock Exchange and performing the issuance and registration procedures of CSRC. The specific Issuance Date shall be determined by the board of directors of Han optoelectronics authorized by the general meeting of shareholders of Han optoelectronics after obtaining the approval of Shenzhen Stock Exchange and performing the issuance and registration procedures of CSRC.
(VI) issuance method: the combination of offline placement and online capital purchase and issuance, or other issuance methods recognized by the CSRC and Shenzhen Stock Exchange.
(VII) issuance scale: the general meeting of shareholders of Han optoelectronics authorizes the board of directors of Han optoelectronics 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, the capital demand of the raised funds, etc.
(VIII) pricing method: the issuing price of shares is determined by inquiring 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 offering: Han's optoelectronics will further confirm and adjust the strategic placement, use of raised funds, underwriting methods and other matters involved in the offering according to the implementation of the listing plan of the offering, market conditions, policy adjustment and the opinions of the regulatory authority.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 11 in favor, 0 against and 0 abstention.
3、 The proposal on Han'S Laser Technology Industry Group Co.Ltd(002008) the plan for the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem was deliberated and adopted
The company has prepared Han'S Laser Technology Industry Group Co.Ltd(002008) the plan for the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem for the listing of its subsidiaries.
For details, please refer to cninfo.com, the designated information disclosure media, on March 9, 2022（ http://www.cn.info.com.cn. ）The plan of Han'S Laser Technology Industry Group Co.Ltd(002008) on the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem disclosed.
It is agreed to formulate Han'S Laser Technology Industry Group Co.Ltd(002008) the plan for the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem for the implementation of the spin off.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 11 in favor, 0 against and 0 abstention.
4、 The proposal on the spin off and listing of Shenzhen Han's Photoelectric Equipment Co., Ltd. in accordance with the rules for the spin off of listed companies (for Trial Implementation) was deliberated and adopted
According to the provisions of the rules for the spin off of listed companies (for Trial Implementation), the listing of the subsidiaries of the spin off of Listed Companies in China shall meet the following basic conditions: (I) the shares of listed companies 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". (II) the listed company has 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".
(III) 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 RMB 600 million (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, after deducting the net profit of Han's optoelectronics attributable to the common shareholders of the parent company according to the equity, the net profit attributable to the shareholders of the listed company (calculated by the lower value before and after deducting the non recurring profit and loss) is 2.556 billion yuan, no less than 600 million yuan.
The details are as follows:
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 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 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 12196352
2. Net profit (excluding non recurring profit and loss of 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 (deducting non recurring profit and loss of 6702353, 4509712, 14343405, 25555470)
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, the cumulative sum of the net profit attributable to the parent company's share 25555470 East (the net profit is calculated by the lower value before and after deducting the non recurring profit and loss)
Note: the audit of Han's optoelectronics financial data listing has not been completed.
(IV) in the consolidated statements of the listed company for the most recent fiscal year, the net profit of the subsidiaries to be separated according to their rights and interests 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 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, the net profit attributable to the owner of the parent company after deducting the non recurring profit and loss was 4.7387 million yuan. In the consolidated statements of the company in 2020, the net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss accounted for 0.70% of the net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss, Comply with the requirements of the spin off rules. At the end of 2020, the owner's equity of Han's optoelectronics attributable to the parent company was 907761 million yuan. In the consolidated statements of the company at the end of 2020, the proportion of the net assets of Han's optoelectronics attributable 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, as follows:
Unit: 10000 yuan
Net profit of the project in 2020 attributable to the parent company in 2020 net profit of the parent company in December 2020 (deducting non recurring profits and losses) net assets on the 31st day
Han'S Laser Technology Industry Group Co.Ltd(002008) 97,892.47 67,497.40 974698.55
Han Zu optoelectronics 287.52 473.87907761
100.00% 100.00% 100.00% of Han Optoelectronics
Enjoy the net profit or net assets of Han's optoelectronics 287.52 473.87907761 according to equity
Accounting for 0.29%, 0.70%, 0.93%
(V) the listed company shall not be separated under any of the following circumstances: 1. 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. 2. The listed company or its controlling shareholder or actual controller has been subject to administrative punishment by the CSRC in the last 36 months. 3. The listed company or its controlling shareholder or actual controller has 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. 5. 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 date of this meeting of the board of directors, the company has no funds or assets occupied by the controlling shareholders, actual controllers and their related parties, or the interests of the listed company are controlled
