Securities code: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) securities abbreviation: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Announcement No.: 2022018 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Announcement of resolutions of the 11th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as “the company”) the notice of the 11th meeting of the 4th board of supervisors was sent by e-mail, telephone or fax on March 4, 2022, and the meeting was held by on-site voting in the company’s conference room on March 14, 2022. The convener of this meeting is Ms. Chen Huiyi, chairman of the board of supervisors. The number of supervisors who should participate in voting is 3, and the actual number of supervisors participating in voting is 3. The convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberation and voting at the meeting of the board of supervisors
After deliberation by the supervisors present at the meeting, the following proposals were considered and adopted by written open ballot:
1. The proposal on the work report of the board of supervisors in 2021 was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
See details published on cninfo.com.cn on the same day as this announcement Work report of the board of supervisors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on 2021 annual report and summary was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
After examination, the board of supervisors believes that the procedures for the preparation and deliberation of the 2021 annual report and its abstract by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
The summary of 2021 annual report was published in China Securities Journal, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day as this announcement, The full text of the 2021 annual report was published on cninfo.com.cn on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the profit distribution plan for 2021 was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the company’s profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the company law, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other laws and regulations, In line with the actual situation of the company, there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
For details, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Special instructions on no profit distribution in 2021.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
4. The proposal on internal control evaluation report in 2021 was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the procedures for the preparation and deliberation of the 2021 internal control evaluation report by the board of directors comply with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. The board of supervisors has no objection to the evaluation report.
See details published on cninfo.com.cn on the same day as this announcement Internal control evaluation report in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. With 3 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the compliance with relevant laws and regulations for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem was deliberated and adopted.
After the initial public offering of Baisheng shares (hereinafter referred to as “powerplant”) to the public on the Shenzhen Stock Exchange (hereinafter referred to as “powerplant”) is approved by the board of supervisors. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the spin off of listed companies (for Trial Implementation) (hereinafter referred to as the “spin off provisions”) and other laws, regulations and normative documents, After careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that Yum power meets the conditions for spin off and listing, and this spin off meets the provisions of relevant laws, regulations and normative documents.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. With 3 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the plan to spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem was deliberated and adopted.
After examination, the board of supervisors deliberated and approved the plan to spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem. After the spin off, the ownership structure of Yum power will not change significantly, and the company will still maintain control over 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 supplier 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, establish an independent capital market platform and market-oriented incentive mechanism, fully stimulate its vitality and help its business grow and strengthen.
The initial plan for this spin off and listing is as follows:
1. Listing location: Shenzhen Stock Exchange gem.
2. Type of shares issued: RMB ordinary shares (A shares) listed in China.
3. Par value of shares: 1.00 yuan.
4. Issuing objects: inquiry objects that meet the relevant qualification requirements of China Securities Regulatory Commission and other regulatory institutions, as well as natural persons, legal persons and other institutional investors who open A-share securities accounts in Shenzhen Stock Exchange (except those prohibited by Chinese laws, regulations, rules and normative documents).
5. Issuance and listing time: Yum power will choose an appropriate time to issue after passing the review of Shenzhen Stock Exchange and performing the issuance and 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 and registration procedures of CSRC.
6. 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.
7. 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 quantity according to the requirements of relevant regulatory authorities, the actual situation of the securities market, the amount of capital stock before issuance and the demand for capital investment and construction of raised funds.
8. Pricing method: determine the stock issuance price by making inquiries 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.
9. Other matters related to the offering: the strategic placement, purpose of raised funds, underwriting method, over allotment option (if applicable) and other matters involved in the offering will be further confirmed and adjusted by Yum power according to the implementation of the listing plan of the offering, market conditions, policy adjustment and the opinions of regulatory agencies.
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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. With 3 affirmative votes, 0 negative votes and 0 abstention, the proposal on the plan for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem was deliberated and adopted.
Upon review, the board of supervisors reviewed and approved the Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) plan for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem prepared by the company in accordance with the relevant provisions of the securities law, spin off provisions and other laws and regulations and normative documents. The contents of the plan are disclosed on cninfo.com.cn on the same day The plan for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem.
8. With 3 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the compliance of the listing of Suzhou Baisheng Power Machinery Co., Ltd. on the gem with the rules for the separation of listed companies (Trial Implementation) was deliberated and adopted.
The company plans to spin off its holding subsidiary Yum power to be listed on the gem of Shenzhen Stock Exchange. After careful evaluation by the board of supervisors, the spin off meets the relevant requirements of the spin off provisions for the domestic listing of the company’s spin off subsidiaries, and is feasible. The details are as follows:
(I) the listed company’s shares have been listed in China for three years
The company’s shares were listed on Shenzhen Stock Exchange in August 2011, three years ago, 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, 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 and annual reports disclosed by the company 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) in 2019 In 2020 and 2021, the net profit attributable to the shareholders of the 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. It has been profitable in the last three fiscal years. According to the unaudited financial data of Yum power, after 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 the non recurring profit and loss) is 981 million yuan, not less than 600 million yuan (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
According to the audit report of Ernst & Young Huaming (2021) Shen Zi No. 61276890g01 and Ernst & Young Huaming (2022) Shen Zi No. 61276890g01 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “Ernst & Young”) for the company, as well as the 2021 annual report and unaudited financial data of Yum power disclosed by the company, The net profit attributable to the owner of the parent company of the listed company in 2021 was 467333700 yuan, and the net profit of Yum power enjoyed by equity accounted for 8.53%; In 2021, the net profit attributable to the owners of the parent company after deducting non recurring profits and losses was 3808062 million yuan. The net profit of Yum power after deducting non recurring profits and losses according to equity accounted for 9.92%, which was no more than 50%.
The net assets attributable to the shareholders of the company at the end of 2021 were 36819703 million yuan. According to the unaudited financial data of Yum power, the net assets of Yum power at the end of 2021 were 2365508 million yuan. The net assets of Yum power enjoyed by equity in the consolidated statements of the company in 2021 accounted for 4.47% and no more than 30% of the net assets attributable to the shareholders of the 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
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 other major related party transactions that damage the interests of the company; The company and its controlling shareholders and actual controllers have not been subject to administrative punishment by the CSRC in the last 36 months; The company and its controlling shareholders and actual controllers have not been publicly condemned by the stock exchange in the past 12 months; An Yong Hua Ming (2022) Shen Zi No. 61276890g01 audit report issued by an Yong for the company’s 2021 financial statements is a standard unqualified audit report. (V) the businesses and assets to which the listed company issued shares and raised funds in the last three fiscal years shall not be regarded as the main businesses and assets of the subsidiaries to be spun off, but the total amount of raised funds used by the subsidiaries to be spun off in the last three fiscal years shall not exceed their net assets
