Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) about the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd
Plan for listing of limited companies on GEM
Independent financial advisor
March 2022
catalogue
catalogue 1 interpretation 3. The company declares that 4. Statement of relevant securities service institutions 5. Tips on major issues six
1、 Introduction to the spin off plan six
2、 Introduction to the scheme of this spin off issuance and listing six
3、 The impact of this spin off on listed companies eight
4、 The decision-making process and approval of this spin off eight
5、 The decision-making process and approval of this spin off 9 major risk tips ten
1、 The risk that this spin off may be suspended, suspended, cancelled or cannot be carried out on schedule ten
2、 Improper control of risks by controlling shareholders ten
3、 Capital market volatility risk ten
4、 Force majeure risk Chapter I overview of this spin off twelve
1、 Background and purpose of this spin off twelve
2、 This spin off and listing complies with relevant laws and regulations thirteen
3、 Overview of the issuance scheme of this spin off listing twenty-four
4、 Procedures to be performed and approvals to be obtained for this spin off listing twenty-five
5、 The impact of this spin off on the company Chapter II basic information of listed companies twenty-eight
1、 Basic information twenty-eight
2、 Main business development in the last three years twenty-eight
3、 Main financial data and financial indicators thirty-two
4、 Controlling shareholders and actual controllers thirty-three
5、 Changes in control in the last three years thirty-three
6、 Major asset restructuring in the last three years thirty-three
7、 Legal compliance and integrity of the company 33 Chapter III basic information of the subject to be split thirty-four
1、 Basic information thirty-four
2、 Property right control relationship with controlling shareholders and actual controllers thirty-four
3、 Ownership structure thirty-four
4、 Basic information of subsidiaries and branches thirty-five
5、 Business development in the last three years thirty-six
6、 Key financial data 37 Chapter IV risk factors one
1、 The risk that this spin off may be suspended, suspended, cancelled or cannot be carried out on schedule one
2、 Improper control of risks by controlling shareholders one
3、 Capital market volatility risk one
4、 Force majeure risk 2 Chapter V other important matters three
1、 Relevant arrangements to protect the legitimate rights and interests of investors three
2、 Explanation on the fluctuation of stock price before the disclosure of major events 4 Chapter VI opinions of independent directors and securities service institutions on this spin off six
1、 Opinions of independent directors six
2、 Verification opinions of independent financial advisor seven
3、 Lawyer's verification opinion seven
4、 Verification opinions of audit institutions Chapter VII securities service institutions related to this spin off eight
1、 Independent financial advisor eight
2、 Legal counsel eight
3、 Audit organization eight
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) about the sub division
This plan refers to the listing of Suzhou Baisheng Power Machinery Co., Ltd. on the gem
Plan for
The company, the company and the listed company refer to Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) the entity to be spun off, yum power, the issuer of Suzhou Yum Power Machinery Co., Ltd. this spin off and listing, and this spin off refers to Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) about the spin off of its subsidiaries
Suzhou Baisheng Power Machinery Co., Ltd. is listed on the gem
This issuance refers to the initial public offering of shares by Suzhou Baisheng Power Machinery Co., Ltd
And listed on the gem
Shunyi investment refers to Suzhou Shunyi Investment Co., Ltd
Yangzhou Jinmu refers to Yangzhou Jinmu steady value phase I equity investment partnership (limited liability company)
(partner)
Suzhou Jinquan refers to Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District Jinquan enterprise management partnership (limited partnership)
Anfeng Yingke refers to Hangzhou Anfeng Yingke venture capital partnership (limited partnership)
Qingdao Wutong refers to Qingdao Wutong Tianqi equity investment partnership (limited partnership)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Independent financial advisor refers to AVIC Securities Co., Ltd
Legal adviser refers to Beijing Hairun Tianrui law firm
Audit institution refers to Rongcheng Certified Public Accountants (special general partnership)
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
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
Yuan, thousand yuan, ten thousand yuan and one hundred million yuan refer to RMB, thousand yuan, ten thousand yuan and one hundred million yuan
Note: unless otherwise specified, all values in this plan are kept to two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, 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.
Statement of relevant securities service institutions
The securities service institutions of this spin off, AVIC Securities Co., Ltd., Beijing Hairun Tianrui law firm, Rongcheng Certified Public Accountants (special general partnership) and their relevant handling personnel guarantee that the relevant contents quoted by Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) in this plan have been reviewed by the securities service institutions and the handling personnel of the securities service institutions, and confirm that this plan will not have false records due to the above quoted contents Misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
Tips on major issues
1、 Introduction to the spin off scheme
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) plans to spin off its holding subsidiary Yum power to be listed on the gem of Shenzhen Stock Exchange. After the completion of this spin off, Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) equity structure will not change due to this spin off, and will still maintain the control of Yum power.
After the spin off and listing, yum power will continue to engage in the R & D, production and sales of outboard and general machinery products. In the future, yum power will continue to rely on existing technology research and development to improve product quality and service, strengthen research and development investment, and develop high-power and new energy outboard engine products with international competitiveness; At the same time, we will actively carry out technological innovation, orderly develop and extend water power products with outboard machines as the main line, and strive to become a world-class manufacturer of water power products. This spin off will help Yum power enrich its capital strength, enhance its risk prevention ability, improve its comprehensive competitiveness and profitability, accelerate the development of the company, establish an independent capital market platform and market-oriented incentive mechanism, stimulate the vitality of the company and help its business grow and strengthen.
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) place of listing
Shenzhen Stock Exchange gem.
(II) types of shares issued
RMB ordinary shares listed in China (A shares).
(III) par value of shares
RMB 1.00.
(IV) issuing object
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 open A-share securities accounts in the Shenzhen Stock Exchange (except those prohibited by Chinese laws, regulations, rules and normative documents).
(V) time of issuance and listing
Yum power will choose an appropriate time to issue after passing the review of Shenzhen Stock Exchange and performing the issuance registration procedures of CSRC. The specific issuance date will be determined by the board of directors of Yum power authorized by the general meeting of shareholders of Yum power after passing the review of Shenzhen Stock Exchange and performing the issuance registration procedures of CSRC.
(VI) issuance method
Adopt 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 Yum power authorizes the board of directors of Yum power to negotiate with the lead underwriter to determine the final issuance amount according to the requirements of relevant regulatory authorities, the actual situation of the securities market, the amount of capital stock before issuance and the capital demand of the raised funds.
(VIII) pricing method
The issuing price of shares shall be determined through inquiry from professional institutional investors such as securities companies, fund management companies, trust companies, financial 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 issuance
For the strategic placement, purpose of raised funds, underwriting method, over allotment option (if applicable) and other matters involved in this issuance, yum power will further confirm and adjust them according to the implementation of this issuance and listing plan, market conditions, policy adjustment and opinions of regulatory authorities.
Since the above issuance plan is a preliminary plan, the spin off listing must be reviewed and approved by the Shenzhen Stock Exchange and the registration procedures of the CSRC. In order to promote the smooth progress of the work related to the listing of Yum power, the general meeting of shareholders of the company is requested to authorize the board of directors and its authorized persons to decide or adjust the spin off listing plan of Yum power according to the specific situation.
3、 Impact of this spin off on Listed Companies
(I) the impact of the spin off on the business of the listed company
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) takes "intelligent manufacturing" as its strategic vision and focuses on the "high-end intelligent equipment" industry. The core business of the company is intelligent corrugated packaging equipment business. It has become an international leading corrugated packaging equipment supplier with comprehensive strength, and is becoming an overall solution supplier of intelligent factory in the industry through the implementation of intelligent and digital transformation. The company's main business is divided into four categories: corrugated board production line, corrugated box printing and packaging equipment, industry smart factory overall solution business and outboard machine business.
As the only business platform of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) focusing on the field of outboard machines, yum power, the holding subsidiary of the company, is mainly engaged in the R & D, production and sales of outboard machines and general machines.
Yum power maintains a high degree of independence from other businesses of the company. This spin off will not have a substantial impact on the continuous operation of other business segments of the company.
(II) the impact of this spin off on the profitability of listed companies
After the completion of this spin off, Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) remains the indirect controlling shareholder of Yum power, and the financial status and profitability of Yum power will still be reflected in Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 's consolidated statements. Although this spin off will lead to the dilution of the company's equity in Yum power, the development and innovation of Yum power will be further accelerated and invested through this spin off
