Citic Securities Company Limited(600030)
about
Shenzhen Topband Co.Ltd(002139)
Spin off its subsidiary Shenzhen Research and Control Automation Technology Co., Ltd. to be listed on the gem
of
Verification opinions
Independent financial advisor
March, 2002
Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as "the company", "listed company" Shenzhen Topband Co.Ltd(002139) ) plans to spin off its holding subsidiary Shenzhen Research Control Automation Technology Co., Ltd. (hereinafter referred to as "the subsidiary" research control automation ") to Shenzhen Stock Exchange (hereinafter referred to as" Shenzhen Stock Exchange ") for listing on the gem (hereinafter referred to as" this spin off "and" this spin off "), Citic Securities Company Limited(600030) (hereinafter referred to as "independent financial adviser" and "the independent financial adviser") as the independent financial adviser of the spin off listing, whether the spin off complies with the relevant provisions of the rules for the spin off of listed companies (Trial) (hereinafter referred to as "the spin off rules"), whether it complies with relevant laws and regulations, whether the relevant information disclosed by the listed company does not have false records, misleading statements or major omissions Whether it is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, whether the listed company can maintain its independence and sustainable operation ability after the spin off, whether the research and control automation has the corresponding standardized operation ability, the completeness and compliance of the legal procedures performed in the spin off and the effectiveness of the legal documents submitted have been specially verified, and the verification opinions are as follows:
1、 The spin off listing complies with the spin off rules and relevant laws and regulations
The spin off meets the relevant requirements of the spin off rules for the domestic listing of the subsidiaries of the listed company, as follows:
1. The listed company's shares have been listed in China for three years
Shenzhen Topband Co.Ltd(002139) was listed on Shenzhen Stock Exchange on June 29, 2007. The domestic listing of shares has been completed for 3 years, meeting the requirements of listing duration.
2. The listed company has made continuous profits in the last three fiscal years, and after deducting the net profits of the subsidiaries to be spun off according to equity in the last three fiscal years, the cumulative net profits attributable to the shareholders of the listed company shall not be less than 600 million yuan (the net profits shall be calculated according to the lower value before and after deducting non recurring profits and losses)
According to the audited financial data of Shenzhen Topband Co.Ltd(002139) recent three years, the net profits attributable to shareholders of Listed Companies in 2019, 2020 and 2021 (the lower value before and after deducting non recurring profits and losses) were 194618500 yuan, 381388200 yuan and 432038200 yuan respectively, in line with the provisions of "continuous profits in recent three fiscal years".
Shenzhen Topband Co.Ltd(002139) the net profit attributable to the shareholders of the listed company after deducting the net profit of research control automation according to equity in the last three fiscal years is as follows:
Unit: 10000 yuan
Project calculation formula 20212020 2019 total
1、 Shenzhen Topband Co.Ltd(002139) net profit attributable to shareholders of listed company
Shenzhen Topband Co.Ltd(002139) net profit attributable to shareholders of listed company 56496435321611326982114241075
Shenzhen Topband Co.Ltd(002139) attributable to shareholder a of the listed company
Net profit (excluding non recurring profit and loss) 43203823813882194618510080449
2、 Net profit of research control automation attributable to the owner of the parent company
B's net profit of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 435097155718891884 research control automation belongs to the parent company
Net profit (excluding non recurring loss 286248416003143614845864 profit) III. proportion of Shenzhen Topband Co.Ltd(002139) rights and interests in research and control automation
Equity ratio C 71.54% 73.00% 55.00%
4、 Shenzhen Topband Co.Ltd(002139) net profit of research control automation enjoyed by equity
Net profit D 215384317621 856.45618650 net profit (deducting non recurring profit and loss) (d = b c) 204782303682 789.87587451
5、 Shenzhen Topband Co.Ltd(002139) net profit after deducting the net profit of research control automation enjoyed by equity
Net profit e 54342595003990318417613622425 net profit (deducting non recurring profits and losses) (E = A-D) 4115 Yabao Pharmaceutical Group Co.Ltd(600351) 020018671989492998
After Shenzhen Topband Co.Ltd(002139) deducting the net profit of research control automation according to equity in the last three years, the cumulative sum of the net profit attributable to 9492998 East shares of the listed company (the net profit is calculated by the lower value before and after deducting non recurring profits and losses)
Shenzhen Topband Co.Ltd(002139) after deducting the net profit of research control automation according to equity in 2019, 2020 and 2021, the net profit attributable to shareholders of listed companies (calculated by the lower value before and after deducting non recurring profits and losses) is 949 million yuan, not less than 600 million yuan.
3. 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
(1) Net profit index
According to Shenzhen Topband Co.Ltd(002139) audited financial data, the net profit attributable to the shareholders of the company (calculated by the lower value before and after deducting non recurring profits and losses) in 2021 was 432038200 yuan, and the net profit attributable to the owners of the parent company (calculated by the lower value before and after deducting non recurring profits and losses) in 2021 was 28624800 yuan, Shenzhen Topband Co.Ltd(002139) in the consolidated statements of 2021, the proportion of the net profit of research control automation enjoyed by equity in the net profit attributable to the shareholders of the listed company is as follows:
Unit: 10000 yuan
Project calculation formula net profit attributable to parent net profit attributable to parent net profit (after deduction)
Shenzhen Topband Co.Ltd(002139) A 56,496.43 43,203.82
Research and control automation B Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 286248
71.54% of research control automation C
Specific gravity d = b C / a 3.81% 4.74%
To sum up, in the consolidated statements of Shenzhen Topband Co.Ltd(002139) recent fiscal year, the net profit of research control automation enjoyed by equity accounted for 4.74% of the net profit attributable to the shareholders of the listed company, not more than 50%.
(2) Net assets index
According to the audited financial data of Shenzhen Topband Co.Ltd(002139) the net assets attributable to the shareholders of the listed company at the end of 2021 were 5028315400 yuan, and the net assets attributable to the owners of the parent company at the end of 2021 were 285776500 yuan. The net assets of research control automation according to equity in the consolidated statements of Shenzhen Topband Co.Ltd(002139) 2021 are as follows:
Unit: 10000 yuan
Project calculation formula at the end of 2021
Shenzhen Topband Co.Ltd(002139) net assets attributable to shareholders of listed companies a 50283154
Net assets of research control automation attributable to the owner of the parent company B 2857765
Shenzhen Topband Co.Ltd(002139) the net assets of research control automation enjoyed by equity attributable to the owner of the parent company C = b 71.54% 2044445
Proportion d = C / a 4.07%
To sum up, Shenzhen Topband Co.Ltd(002139) in the consolidated statements of the last fiscal year, the proportion of the net assets of research control automation enjoyed by equity attributable to the shareholders of the listed company is 4.07%, not more than 30%.
4. There is no case that the funds and assets of the listed company are occupied by the controlling shareholders, actual controllers and their related parties, and there is no case that the interests are seriously damaged by the controlling shareholders, actual controllers and their related parties. 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 received public negative opinions or audit reports that cannot express opinions from the stock exchange in the past 12 months
There is no case that the company's funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, and there is no case that the interests are seriously damaged by the controlling shareholders, actual controllers and their related parties.
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.
In the latest year, the audit report "Tian Zhi Ye Zi [2022] No. 12262" issued by Tianzhi International Certified Public Accountants (special general partnership) for the financial statements of Shenzhen Topband Co.Ltd(002139) 2021 was a standard unqualified audit report.
5. The business 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 business and assets of the subsidiary to be spun off, except that the total amount of raised funds used by the subsidiary to be spun off in the last three fiscal years does not exceed 10% of its net assets; The businesses and assets purchased by the listed company through major asset restructuring in the last three fiscal years shall not be regarded as the main businesses and assets of the subsidiaries to be spun off; The main business or assets of the listed company at the time of initial public offering and listing shall not be regarded as the main business or assets of the subsidiary to be spun off; If the subsidiary is mainly engaged in financial business, the listed company shall not spin off the subsidiary for listing
In 2016, Shenzhen Topband Co.Ltd(002139) non-public offering of shares raised a net amount of 5865264 million yuan, of which 247.5 million yuan was used to acquire and increase the capital of research and control automation, specifically 67.5 million yuan was used to "acquire 25% equity held by the original shareholders of research and control automation", 180 million yuan was used to increase the capital of research and control automation and build the "motion control and servo driven R & D and operation center project".
In the last three years, research control automation has used the previously raised funds. The details are as follows: in 2019, 2020 and 2021, the previously raised funds used by research control automation were 252986 million yuan, 21 million yuan and 00 million yuan respectively. The total amount of raised funds used in the last three fiscal years did not exceed 10% of its net assets.
In addition to the above situations, Shenzhen Topband Co.Ltd(002139) does not use the businesses and assets invested by issuing shares and raising funds in the last three fiscal years, and the businesses and assets purchased through major asset restructuring in the last three fiscal years as the main businesses and assets of research and control automation.
Shenzhen Topband Co.Ltd(002139) was listed on the Shenzhen Stock Exchange in June 2007 and did not hold any interests in research control automation at the time of listing. In May 2016, Shenzhen Topband Co.Ltd(002139) obtained the controlling equity of research control automation through equity transfer and capital increase. Therefore, the research and control automation of the subject to be split is not the main business or asset of Shenzhen Topband Co.Ltd(002139) initial public offering and listing.
The main business of research control automation is the R & D, production and sales of core components of motion control. According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the main business of research control automation belongs to the "instrument manufacturing industry", not to companies mainly engaged in financial business.
In conclusion, the listed company and its subsidiaries to be spun off meet the requirements of this article.
6. Directors and senior managers of listed companies
