Accountant's opinion letter on the listing of Suzhou Baisheng Power Machinery Co., Ltd., a subsidiary of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) spin off, on the gem
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Rongcheng zhuanzi [2022] No. 200z0120
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
catalogue
Serial number content page number
About the subsidiary of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) spin off
1 company Suzhou Baisheng Power Machinery Co., Ltd. to gem 1-2
City's accountant's opinion letter
2 about Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) spin off subsidiary 1-12
Suzhou Baisheng power machine Co., Ltd. to gem
Special instructions of the Municipality on compliance with the rules for the spin off of listed companies (for Trial Implementation)
About Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd
To the opinion letter of accountants listed on GEM
Rongcheng zhuanzi [2022] No. 200z0120 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) board of directors:
According to the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off rules"), Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as " Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) ") has formulated the plan for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem (hereinafter referred to as the "spin off plan").
Prepare the special instructions on the compliance of the listing of Suzhou Baisheng Power Machinery Co., Ltd., the subsidiary of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) spin off, to the gem with the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "special instructions"), It is the responsibility of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) management to judge whether the Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) spin off of Suzhou Baisheng Power Machinery Co., Ltd. (hereinafter referred to as "Baisheng power") to be listed on GEM complies with the spin off rules. Our responsibility is to review the special instructions prepared by Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) management and form review opinions.
After review, we believe that the listing of Yum power to gem, the subsidiary of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) spin off, meets the relevant requirements of "conditions for the spin off of listed companies" in the spin off rules.
This opinion is only for the purpose of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) "spin off and listing plan", and shall not be used for any other purpose.
(there is no text on this page, which is the signature and seal page of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) company Rongcheng zhuanzi [2022] No. 200z0120 report)
Rongcheng certified public accountants China Certified Public Accountants:
(special general partnership) Fu housheng (project partner) Chinese certified public accountant:
Wan bin
Beijing, China Certified Public Accountant:
Li Yue
March 14, 2022
About the subsidiary of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) spin off
Suzhou Baisheng Power Machinery Co., Ltd. is listed on the gem
Special instructions on the rules for the spin off of listed companies (for Trial Implementation)
1、 The spin off complies with the analysis of the relevant provisions of the rules for the spin off of listed companies (for Trial Implementation)
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as " Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) " or "the company") spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. (hereinafter referred to as "Baisheng power") to be listed on the gem, which meets the relevant requirements of the rules for the spin off of listed companies (trial) (hereinafter referred to as "the rules for spin off"), and is feasible for spin off and listing. The details are as follows:
(I) the listed company's shares have been listed in China for three years
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) was listed on Shenzhen Stock Exchange in August 2011. It has been three years since then, meeting the requirements of "domestic listing of listed company's shares for three years".
(II) the listed company has made continuous profits in the last three fiscal years, and the accumulated net profit attributable to the shareholders of the listed company shall not be less than 600 million yuan after deducting the net profit of the subsidiaries to be separated according to equity in the last three fiscal years (the net profit shall be calculated according to the lower value before and after deducting non recurring losses)
According to the audit report (xksbz [2020] No. zi10254) issued by Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin") for Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) and, Ernst & Young Huaming (2021) Shen Zi No. 61276890g01 and Ernst & Young Huaming (2022) Shen Zi No. 61276890g01 audit reports issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as "Ernst & Young") for Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 2019 In 2020 and 2021, 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) was about 439 million yuan, 263 million yuan and 381 million yuan respectively, in line with the provisions of "continuous profit in the last three fiscal years".
According to the unaudited financial data of Yum power, after Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) deducting the net profit of Yum power according to equity, the cumulative sum of the net profit attributable to the shareholders of the parent company (calculated by the lower value before and after deducting non recurring profits and losses) in the last three years is 981 million yuan, no less than 600 million yuan, which meets the relevant requirements of the spin off rules, as follows:
Unit: 10000 yuan
Total of the project in 2021, 2020 and 2019
1、 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) net profit attributable to the parent company
1. Net profit 467333738918061838018826945331
2. Net profit after deducting non recurring profit and loss 38080622634264438715910829485
2、 Net profit attributable to parent company of Yum power
1. Net profit 5728343719603594131304207
2. Net profit after deducting non recurring profit and loss 5431253185213379521199598
3、 Equity proportion of Yum power
Equity ratio 69.55%, 94.96%, 100.00%-
4、 Enjoy the net profit of Yum power according to equity
1. Net profit 3984063532133594131111032
2. Net profit after deducting non recurring profit and loss 3777433024683379521018163
5、 Net profit of Yum power after deduction of equity
1. Net profit 427493135385931802077525834299
2. Net profit after deducting non recurring profit and loss: 3430319233179640492079811322
After Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) deducting the net profit of Yum power according to equity in the last three years, the cumulative sum of the net profit of 9811322 attributable to the shareholders of the parent company (the net profit is calculated by the lower value before and after deducting the non recurring profit and loss)
(III) in the consolidated statements of the listed company for the most recent fiscal year, the net profit of the subsidiary to be separated according to equity shall not exceed 50% of the net profit attributable to the shareholders of the listed company; In the consolidated statements of the listed company in 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
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) in 2021, the net profit attributable to the owner of the parent company was 467333700 yuan, and the net profit of Yum power enjoyed by equity accounted for 8.53% Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) in 2021, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 3808062 million yuan, and the net profit of Yum power enjoyed according to equity after deducting non recurring profits and losses accounted for 9.92%, which was no more than 50%.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) at the end of 2021, the owner's equity attributable to the parent company was 36862803 million yuan, and the net assets of Yum power enjoyed by equity accounted for 4.47%, no more than 30%. The details are as follows:
Unit: 10000 yuan
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses, net asset net profit attributable to the owner of the parent company
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 46,733.37 38,080.62 368197.03
Yum power 5728345431252365508
Enjoy 69.55% of the rights and interests of Yum motor 69.55% 69.55%
Enjoy the net profit of Yum power 3984063777431645211 profit or net assets according to equity
Accounting for 8.53%, 9.92% and 4.47%
Note: the financial data of Yum power has not been audited.
To sum up, Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) the net profit of Yum power enjoyed by equity in the consolidated statements of the last fiscal year does not exceed 50% of the net profit attributable to the shareholders of the listed company, and the net asset of Yum power enjoyed by equity in the consolidated statements of the last fiscal year does not exceed 30% of the net asset of the shareholders of the listed company.
(IV) the listed company does not have the situation that the funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, or other major related party transactions that damage the interests of the company. The listed company and its controlling shareholders and actual controllers have not been subject to administrative punishment by the CSRC in the last 36 months; The listed company and its controlling shareholders and actual controllers have not been publicly condemned by the stock exchange in the past 12 months. The financial and accounting reports of the listed company for the most recent year and the first period have been issued with unqualified audit reports by certified public accountants
As of the issuance date of this special note, Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) has no situation in which the funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, and there are no other major related party transactions damaging the interests of the company, which meets the relevant requirements of the spin off rules.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) and its controlling shareholders and actual controllers within the last 36 months
