Stock Code: Han'S Laser Technology Industry Group Co.Ltd(002008) stock abbreviation: Han'S Laser Technology Industry Group Co.Ltd(002008) listing place: Shenzhen Stock Exchange Han'S Laser Technology Industry Group Co.Ltd(002008)
About the spin off of subsidiaries
Shenzhen Han nationality Photoelectric Equipment Co., Ltd
Plan for listing on GEM
Independent financial advisor
March, 2002
catalogue
catalogue 1 interpretation 4 the company declares that 6. Tips on major issues 7 I. Introduction to the spin off plan 7 II. Introduction to the scheme of this spin off issuance and listing 7. III. impact of this spin off on the company 8 IV. approval procedures to be performed in this spin off 9 v. other matters that need to remind investors of their key concerns 9 major risk tips 10 I. The risk that the spin off listing will be suspended, suspended, cancelled or cannot be carried out on schedule 10 II. Risk of difference between relevant financial data and listing audit data 10 III. controlling shareholders control risks 10 IV. stock market fluctuation risk 10 v. force majeure risk Section 1 overview of this spin off 12 I. background and purpose of this spin off 12 II. This spin off and listing complies with relevant laws and regulations 13 III. overview of the issuance scheme of this spin off listing 27 IV. procedures to be performed and approvals to be obtained for this spin off listing Section 2 basic information of listed companies 29 I. Basic Information 29 II. Main business development in the last three years 29 III. main financial data and financial indicators 31 IV. controlling shareholders and actual controllers 32 v. changes in control in the last three years Vi. major asset restructuring in the last three years 32 VII. The company and its main management personnel have received administrative and criminal penalties, litigation or arbitration in the past three years 32 VIII. Integrity of the company and its main managers in the past three years Section III basic information of subsidiaries to be split and listed 33 I. Basic information of Han's Optoelectronics 33 II. Property right control relationship with controlling shareholders and actual controllers 33 III. ownership structure 34 IV. situation of subsidiaries of Han's Optoelectronics 35 v. business development in the last three years 35 VI. main financial data 36 Section IV risk factors 37 I. The risk of suspension, suspension, cancellation or failure to carry out the spin off on schedule 37 II. Risk of difference between relevant financial data and listing audit data 37 III. controlling shareholders control risks 37 IV. stock market fluctuation risk 37 v. force majeure risk 38 Section V other important matters 39 I. relevant arrangements to protect the legitimate rights and interests of investors 39 II. Explanation on the fluctuation of stock price before the disclosure of major events Section VI opinions of independent directors and securities service institutions on this spin off 42 I. opinions of independent directors 42 II. Opinions of independent financial adviser 43 III. opinions of legal counsel 43 IV. opinions of the audit institution Section 7 securities service institutions related to this spin off 44 I. independent financial advisor 44 II. Legal counsel 44 III. audit institution of the company forty-four
Statement of the listed company and all directors, supervisors and senior managers 45 the directors declare that 45. The supervisor declares that Senior management statement 46 forty-seven
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
This plan refers to 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
Refers to the company, subsidiary and subsidiary of Shenzhen optoelectronics Co., Ltd
Han nationality holding refers to Han nationality Holding Group Co., Ltd., which is the controlling shareholder of Han'S Laser Technology Industry Group Co.Ltd(002008) company
Yunsheng consulting refers to Shenzhen Yunsheng consulting partnership (limited partnership)
Zu Dian Ju Xian refers to Shenzhen Zu Dian Ju Xian consulting partnership (limited partnership)
Hexin consulting refers to Shenzhen Hexin consulting partnership (limited partnership)
Xinbaixiang refers to Shenzhen xinbaixiang consulting partnership (limited partnership)
Gaoling Yurun refers to Beijing Gaoling Yurun equity investment fund partnership (limited partnership)
CSI investment refers to Citic Securities Company Limited(600030) Investment Co., Ltd
Hi tech venture capital refers to Shenzhen hi tech Venture Capital Co., Ltd
Hi tech investment Zhiyuan phase I refers to Shenzhen hi tech investment Zhiyuan phase I equity investment fund partnership (limited partnership)
Xiaohe venture capital refers to Shenzhen Xiaohe venture capital partnership (limited partnership)
Yunsheng technology refers to Shenzhen Yunsheng Technology Co., Ltd
This spin off refers to Han'S Laser Technology Industry Group Co.Ltd(002008) about the spin off of its subsidiary Shenzhen Han's Photoelectric Equipment Co., Ltd. to be listed on the gem
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2022)
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
Materials with conductivity between conductor and insulator at room temperature can be divided into integrated circuit (IC), discrete devices, optoelectronics and sensors according to manufacturing technology. They can be widely used in downstream communication, computer, consumer electronics, network technology, automobile, aerospace and other industries.
Pan semiconductor refers to the application of semiconductor in lighting, display, energy, integrated circuit and other fields, which constitutes the pan semiconductor industry and is finally applied in photoelectric, photovoltaic and other industries.
Lighting emitting diode, or light-emitting diode, is a semiconductor solid-state light-emitting LED device. It uses solid-state semiconductor chip as light-emitting material to generate photons through carrier recombination in semiconductor.
Packaging and testing: firstly, the manufactured semiconductor chip is packaged, and then the meta packaging test and packaging test refer to the confirmation of the structure and electrical function of the device to ensure that the semiconductor components meet the requirements of the system. The whole process is called packaging test.
ASM refers to ASM Pacific Technology Limited (0522. HK), which is an equipment manufacturer providing technology and solutions for all process steps of semiconductor packaging and electronic products.
Kulicke & soffeindustries Inc (KLIC. O), which designs, K & S refers to the equipment and tools used to manufacture and sell semiconductor equipment including integrated circuits (IC), high-power and low-power discrete equipment, light emitting diodes (LED) and power modules.
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
If the total number of all values in this plan is inconsistent with the mantissa of the sum of all itemized values, it is caused by rounding.
Company statement
The company and all directors, supervisors and senior managers guarantee that the contents of the plan are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the plan.
The board of directors of the company declares that the matters described in this plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this spin off listing. The effectiveness and completion of the matters related to this spin off described in this plan have yet to be approved by the regulatory authority.
After the spin off, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks caused by this spin off.
When evaluating the spin off, in addition to the contents of the plan and relevant documents disclosed at the same time with the plan, investors should also seriously consider the risk factors disclosed in the plan. If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Tips on major issues
The words or abbreviations in this part have the same meaning as those in the "interpretation" of this plan. 1、 Introduction to the spin off scheme
Han'S Laser Technology Industry Group Co.Ltd(002008) plans to spin off its holding subsidiary Han Zu optoelectronics to be listed on the gem of Shenzhen Stock Exchange. After the completion of this spin off, Han'S Laser Technology Industry Group Co.Ltd(002008) equity structure will not change, and will still maintain the control over Han's optoelectronics.
Through this spin off, Han's optoelectronics, as the company's independent platform for R & D, production and sales of semiconductor and pan semiconductor sealing and testing special equipment, will realize independent listing, enhance financial strength through listing financing, and improve the profitability and comprehensive competitiveness of semiconductor and pan semiconductor sealing and testing special equipment business. 2、 Introduction to the scheme of this spin off issuance and listing
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. 3、 Impact of the spin off on the company (I) impact of the spin off on the company's business
The company's main business is divided into three business groups: general components and popular products in the industry, special aircraft in the industry and extreme manufacturing. The company's business scope covers from the equipment core components in the upstream of the industrial chain to the integration of complete equipment in the downstream
