Anxin Securities Co., Ltd
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Han’S Laser Technology Industry Group Co.Ltd(002008) spin off subsidiaries
Verification opinions on the listing of Shenzhen Han’s Photoelectric Equipment Co., Ltd. on the gem
Independent financial advisor
Date of signature: March, 2002
Han’S Laser Technology Industry Group Co.Ltd(002008) (hereinafter referred to as the “company”, “listed company” and ” Han’S Laser Technology Industry Group Co.Ltd(002008) “) intends to spin off its holding subsidiary Shenzhen Han’s Optoelectronic Equipment Co., Ltd. (hereinafter referred to as the “subsidiary” and “Han’s optoelectronics”) to Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) for listing on the gem (hereinafter referred to as the “spin off” and “spin off” “,” this transaction “), Anxin Securities Co., Ltd. (hereinafter referred to as” independent financial adviser “and” this 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 complies with relevant laws and regulations Whether there are false records, misleading statements or major omissions in the relevant information disclosed by the listed company, whether there are abnormalities in the fluctuation of the stock price of the listed company, 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 Han optoelectronics has the corresponding standardized operation ability The completeness and compliance of the legal procedures performed in this spin off and the effectiveness of the legal documents submitted have been specially verified, and the verification opinions are as follows: 1. This spin off listing complies with the spin off rules
This spin off meets the relevant requirements of the spin off rules for the domestic listing of the subsidiaries of the listed company, and is feasible. The details are as follows: (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 1 of Han’s optoelectronics, after deducting the net profit of Han’s optoelectronics attributable to the common shareholders of the parent company according to equity, 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) 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 profit and loss of 6749740, 4622812, 14541986 and 25914538
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 of 473.87, 126524, 222151 and 396062
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 (deducting 473.87113100198581359068 non recurring profit and loss)
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 670235345097121434340525555470 non recurring profit and loss)
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 net profit attributable to 25555470 shareholders of the parent company (the net profit is calculated by the lower value before and after deducting non recurring profit and loss)
1. The audit of the financial data listing of Han’s optoelectronics has not been completed, the same below.
(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 attributable to the parent company in 2020 net profit attributable to the parent company in December 2020 net profit of the project company (net of non recurring 31 day net asset 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 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 issuance of this verification opinion, there is no situation in which the company’s 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 date of issuance of this verification opinion, the share capital structure of Han’s optoelectronics is shown in the following table:
No. shareholder name / number of shares held remarks on shareholding ratio
(shares)
1 Han’S Laser Technology Industry Group Co.Ltd(002008) 77,064000 59.28% –
101740000%-
3 Shenzhen Yunsheng consulting partnership (101400007.80%)-
Limited partnership) (“Yunsheng consulting”)
4 Shenzhen xinbaixiang consulting partnership 40560003.12%-
(limited partnership) (“xinbaixiang”)
5 Shenzhen Hudian consulting partnership 62241924.79% Han’S Laser Technology Industry Group Co.Ltd(002008) ESOP
No. shareholder name / number of shares held remarks on shareholding ratio
(shares)
Industry (limited partnership) (“Zu Dian Ju Xian”) Taiwan. The partners include some directors, senior managers, related parties and core employees of Han nationality laser
6 Shenzhen Hexin consulting partnership (67860005.22%)-
Limited partnership (“Hexin consulting”)
Han’S Laser Technology Industry Group Co.Ltd(002008) vice chairman, Chang 7, Zhang Jianqun 452244, deputy general manager of 0.35%, director of Han Optoelectronics
Han’S Laser Technology Industry Group Co.Ltd(002008) director and executive deputy 8 Zhou Huiqiang 6246240.48% general manager and chief financial officer, big
