Suggestive announcement on the listing of A-Shares of spin off holding subsidiaries
Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2027 Shenzhen Topband Co.Ltd(002139)
Suggestive announcement on the listing of A-Shares of spin off holding subsidiaries
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.
In order to better integrate resources and expand and strengthen the company’s motion control business, in accordance with the policy spirit of the China Securities Regulatory Commission on the spin off rules of listed companies (for Trial Implementation), Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”) held the 21st Meeting of the seventh board of directors and the 17th meeting of the seventh board of supervisors on March 18, 2022, The proposal on planning the spin off and listing of holding subsidiaries was deliberated and adopted. It is agreed that the company’s holding subsidiary Shenzhen Research Control Automation Technology Co., Ltd. (hereinafter referred to as “research control automation”) will prepare for the spin off and listing, and authorizes the company and the management to start the preliminary preparations for the spin off and research control automation 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.
After this spin off, the company will still maintain control over research control automation and will not have a material impact on the continuous operation of other business segments of the company. The spin off can be implemented only after meeting a number of conditions, including but not limited to the uncertainty of performing the corresponding procedures of the exchange and the CSRC. In order to safeguard the interests of investors, the relevant contents are announced as follows:
1、 Basic information of the subject to be spun off
(I) basic information
Company name: Shenzhen Yankong Automation Technology Co., Ltd
Legal representative: Zhu Juzhong
Registered capital: 60 million yuan
Unified social credit Code: 91440 Dongguan Yutong Optical Technology Co.Ltd(300790) 497954p
Registered address: B, building 6, Shenzhen International Innovation Valley, Dashi Road, Xili community, Xili street, Nanshan District, Shenzhen
Suggestive announcement on the listing of A-Shares of spin off holding subsidiaries
Seat 16071611
Date of establishment: July 6, 2006
Ownership structure:
Serial number shareholder name / name shareholding quantity (10000 shares) shareholding ratio
1 Shenzhen Topband Co.Ltd(002139) 4,292.40 71.54%
2 Zhu Juzhong 114060 19.01%
3 Shenzhen Yanxun investment enterprise (limited partnership) 447.00 7.45%
4 Shenzhen Yanyun investment enterprise (limited partnership) 120.00 2.00%
Total Shanghai Pudong Development Bank Co.Ltd(600000) 100.00%
Business scope: production of drives, controllers, control cards and control systems (only for branches); Technology development and sales of stepper and servo motor, driver, controller, control card and control system software integration; Sales of electronic components and automation accessories; Other Chinese trade; Operate import and export business (the above items do not include items that need pre-approval and prohibition according to laws, administrative regulations and decisions of the State Council); Manufacturing of micro and special motors and components; Sales of micro and special motors and components; Research and development of motor and its control system. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
(II) business development of research control automation in recent three years
Research control automation is committed to the R & D, manufacturing and sales of motion control core components. Its main products include stepping products, servo products and motion controller products. After more than ten years of technology research and development and market expansion, research control automation has become one of the few enterprises in China that can provide overall solutions for motion control. Its products are widely used in CNC machine tools, 3C electronic equipment, medical equipment, semiconductor equipment and other industries. Based on precision control stepping and servo motor drive technology, research and control automation continues to integrate the most advanced precision control algorithm, multi axis cooperative communication technology, pulse signal optimization technology, reliability design method, detection and whole process quality control technology into products and services, and continuously develops a series of motion control schemes and products with a variety of precision and control processes.
(III) ownership structure and property right relationship between controlling shareholders and actual controllers
The company directly holds 71.54% equity of research control automation and is the controlling shareholder of research control automation. Wu Yongqiang directly holds 16.87% of the shares of the company and is the controlling shareholder and actual controller of the company.
The equity and control relationship of research control automation are as follows:
Suggestive announcement on the listing of A-Shares of spin off holding subsidiaries
Wu Yongqiang
16.87%
Shenzhen Topband Co.Ltd(002139)
71.54%
Shenzhen Yankong Automation Technology Co., Ltd
2、 Authorization matters
The board of directors authorizes the company and the management to start the preparatory work for the listing of the spin off holding subsidiary, including but not limited to the demonstration of the feasibility plan, the organization of the preparation of the listing plan, the signing of the relevant agreements involved in the planning process and other listing related matters, and after formulating the spin off listing plan, submit the relevant listing plan and other matters related to the listing to the board of directors and the general meeting of shareholders of the company for deliberation.
3、 Risk tips
The spin off and listing is still in the preliminary planning stage. After the management of the company completes the preliminary preparations, the board of directors of the company also needs to make a resolution on whether the spin off research and control automatic listing meets the requirements of laws, regulations and normative documents such as the spin off rules of listed companies (Trial), and submit it to the general meeting of shareholders of the company for deliberation and approval.
Since this event is still in the early stage of planning, there will still be various uncertain factors in the process of project implementation, which may affect the planning and decision-making of spin off listing. There are still various uncertain factors in the process of project implementation, which may affect the planning and decision-making of spin off research and control automation market. In addition, the domestic listing of the company’s spin off research and control automation 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. There are certain uncertainties in this spin off and listing.
The company will perform the obligation of information disclosure in time according to the progress of the project in strict accordance with the requirements of relevant laws and regulations, departmental rules and normative documents. Investors should pay attention to investment risks.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of directors March 22, 2022
