Securities code: 002415 securities abbreviation: Hangzhou Hikvision Digital Technology Co.Ltd(002415) Announcement No.: 2021-074 Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Suggestive announcement on Authorizing the management of the company to start the preparatory work for the domestic listing of the spin off subsidiary Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as " Hangzhou Hikvision Digital Technology Co.Ltd(002415) " or "the company") held the 7th Meeting of the 5th board of directors on December 30, 2021, deliberated and adopted the proposal on Authorizing the company's management to start the preparatory work for the domestic listing of the spin off subsidiary Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. According to the overall strategic layout of the company and in combination with the business development needs of the holding subsidiary Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. (hereinafter referred to as "Haikang Siasun Robot&Automation Co.Ltd(300024) "), in order to further broaden the financing channels of the company's innovative business, the board of directors of the company authorized the company's management to start the preliminary preparations for the spin off of Haikang Siasun Robot&Automation Co.Ltd(300024) to domestic listing (hereinafter referred to as "this spin off listing"). After the completion of this spin off, the company will still maintain control over Haikang Siasun Robot&Automation Co.Ltd(300024) .
The spin off and listing is still in the preliminary planning stage, and the project can be implemented only after meeting a number of conditions, including but not limited to that the board of directors of the company needs to make a resolution on whether the spin off of Haikang Siasun Robot&Automation Co.Ltd(300024) listing meets the requirements of laws, regulations and normative documents such as several provisions on domestic listing of subsidiaries of listed companies, and submit it to the general meeting of shareholders for approval; Obtain the approval of the CSRC and perform the examination and approval procedures of the stock exchange and relevant competent departments. Whether the spin off listing can obtain the above approval or approval / registration and the final time of obtaining relevant approval or approval / registration are uncertain. Please pay attention to the investment risks.
1、 Background and purpose of spin off listing
With the rapid development of big data, cloud computing, artificial intelligence, machine vision and other technologies, the manufacturing industry has entered an intelligent manufacturing era with a new generation of artificial intelligence technology as the core. Haikang Siasun Robot&Automation Co.Ltd(300024) is a provider of mobile Siasun Robot&Automation Co.Ltd(300024) and machine vision products. With visual perception, AI and navigation control technologies as the core, with profound algorithm accumulation, strong software and hardware development ability and complete marketing system, Haikang focuses on intelligent manufacturing, continues to invest deeply in the field of mobile Siasun Robot&Automation Co.Ltd(300024) and machine vision, and promotes the digitization and intelligence of production and logistics.
Based on the company's overall strategic planning, in order to promote the company's innovative business to go hand in hand, better serve the goal of national intelligent equipment localization, independent control, safety and efficiency during the 14th Five Year Plan period, and achieve high-quality development, the company plans to implement the spin off and listing of Haikang Siasun Robot&Automation Co.Ltd(300024) , so as to make full use of the capital market and improve the efficiency of resource allocation, Further promote the rapid development of Haikang Siasun Robot&Automation Co.Ltd(300024) , which is conducive to maximizing the long-term value of shareholders of listed companies.
2、 Basic information of the subject to be spun off
(i) Basic information
Company name: Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd
Enterprise type: limited liability company (foreign-invested enterprise and domestic joint venture)
Legal representative: Jia Yonghua
Registered capital: 200 million yuan
Unified social credit Code: 91330108ma27xdqb89
Registered address: Binjiang District, Hangzhou City, Zhejiang Province
Date of establishment: April 20, 2016
Business scope: general projects: R & D of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Computer system services; Information system integration service; Application system integration services in artificial intelligence industry; Intelligent Siasun Robot&Automation Co.Ltd(300024) sales; Industrial Siasun Robot&Automation Co.Ltd(300024) sales; Service consumption Siasun Robot&Automation Co.Ltd(300024) sales; Sales of intelligent unmanned aerial vehicles; Industrial control computer and system sales; Sales of cameras and equipment; Sales of optical instruments; Internet of things equipment sales; Wholesale of computer software, hardware and auxiliary equipment; Sales of communication equipment; Sales of special equipment; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Service consumption Siasun Robot&Automation Co.Ltd(300024) manufacturing; Special operation Siasun Robot&Automation Co.Ltd(300024) manufacturing; Intelligent unmanned aerial vehicle manufacturing; Industrial control computer and system manufacturing; Camera and equipment manufacturing; Optical instrument manufacturing; Internet of things equipment manufacturing; Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of communication equipment; Repair of communication equipment; Industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Maintenance of electronic and mechanical equipment (excluding special equipment); Mechanical equipment leasing; Rental of special equipment; Import and export of goods; Technology import and export (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed project: special equipment design; Manufacturing of special equipment; Category II value-added telecommunications services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
（2） Ownership structure
As of the disclosure date of this announcement, the equity structure of Haikang Siasun Robot&Automation Co.Ltd(300024) is as follows:
No. name of shareholder contribution amount (10000 yuan) contribution proportion (%)
1 Hangzhou Hikvision Digital Technology Co.Ltd(002415) 12,000.0060.00
Hangzhou Qianmo Qinghe equity investment partnership (limited)
2) 8000.0040.00
Total 20000.00100.00
3、 Authorization matters
The board of directors of the company authorizes the management of the company to start the preliminary preparations for the spin off of Haikang Siasun Robot&Automation Co.Ltd(300024) domestic listing, including but not limited to the demonstration of the feasibility scheme, organizing the preparation of the listing scheme, signing the relevant agreements involved in the planning process and other listing related matters, After formulating the spin off listing plan, the relevant listing plan and other matters related to listing shall be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.
4、 Independent opinions of independent directors
This time, the management of the company is authorized to start the preparatory work for the domestic listing of the spin off subsidiary Haikang Siasun Robot&Automation Co.Ltd(300024) , which is conducive to broadening the financing channels of Haikang Siasun Robot&Automation Co.Ltd(300024) , supporting the continuous R & D and operation investment of Haikang Siasun Robot&Automation Co.Ltd(300024) , and improving the sustainable profitability and core competitiveness of Haikang Siasun Robot&Automation Co.Ltd(300024) .
We believe that the above matters are in line with the company's strategic planning and long-term development, and there is no situation that damages the legitimate interests of the company and all shareholders; After the initial determination of the listing plan, the company will perform the corresponding decision-making procedures and review the relevant proposals for spin off listing in accordance with relevant laws and regulations. We agree that the company authorizes the management to start the preparatory work related to the spin off of Haikang Siasun Robot&Automation Co.Ltd(300024) listing.
5、 Risk tips
The company's plan to spin off the domestic listing of Haikang Siasun Robot&Automation Co.Ltd(300024) is still in the preliminary planning stage. After the company's management has completed the preliminary preparations, the board of directors of the company needs to make a resolution on whether the spin off of Haikang Siasun Robot&Automation Co.Ltd(300024) meets the requirements of laws, regulations and normative documents such as several provisions on the pilot domestic listing of subsidiaries of listed companies, And submit it to the general meeting of shareholders for approval.
Since the domestic listing plan of spin off Haikang Siasun Robot&Automation Co.Ltd(300024) is still in the preliminary planning stage, there are still various uncertain factors in the project implementation process, which may affect the planning and decision-making of spin off Haikang Siasun Robot&Automation Co.Ltd(300024) listing. In addition, the company's domestic listing of Haikang Siasun Robot&Automation Co.Ltd(300024) needs to be approved or approved by the CSRC, stock exchange and other regulatory authorities. Whether the spin off listing can obtain the above approval or approval / registration and the final time of obtaining relevant approval or approval / registration are uncertain.
The company will timely perform the obligation of information disclosure according to the progress of the project in strict accordance with the requirements of relevant laws and regulations, departmental rules and normative documents. Please make careful decisions and pay attention to investment risks.
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors on matters involved in the seventh meeting of the Fifth Board of directors.
It is hereby announced.
Hangzhou Hikvision Digital Technology Co.Ltd(002415) board of directors
December 31, 2021
