About Shenzhen Topband Co.Ltd(002139)
Financial verification opinions on the listing of spin off subsidiaries
Tian Zhi Ye Zi [2022] No. 13189
catalogue
Verification opinion 1 special description 3
Financial verification opinions on the listing of Shenzhen Topband Co.Ltd(002139) spin off subsidiaries
Tian Zhi Ye Zi [2022] No. 13189 Shenzhen Stock Exchange:
According to the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off rules") issued by the China Securities Regulatory Commission (announcement [2022] No. 5 of the China Securities Regulatory Commission), And the proposal on compliance with relevant laws and regulations for the company's spin off subsidiary Shenzhen Research and Control Automation Technology Co., Ltd. to be listed on the gem of Shenzhen Stock Exchange, which was deliberated and adopted at the 22nd Meeting of the seventh board of directors of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as " Shenzhen Topband Co.Ltd(002139) ") The proposal on the initial public offering of RMB common shares (A shares) by the company's subsidiary Shenzhen Research Control Automation Technology Co., Ltd. and the proposal on Shenzhen Topband Co.Ltd(002139) the plan for the spin off of its subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to the gem listing plan, etc, Shenzhen Topband Co.Ltd(002139) plans to spin off its subsidiary, Shenzhen Research Control Automation Technology Co., Ltd. (hereinafter referred to as "research control automation"), which makes an initial public offering of shares and is listed on the gem of Shenzhen Stock Exchange. It is the responsibility of the management of Shenzhen Topband Co.Ltd(002139) and research control automation to judge whether the financial indicators of Shenzhen Topband Co.Ltd(002139) and research control automation comply with the spin off rules. According to the special instructions on the listing of the subsidiary of Shenzhen Topband Co.Ltd(002139) spin off Shenzhen Research Control Automation Technology Co., Ltd. on the gem of Shenzhen Stock Exchange in accordance with the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off instructions"), Shenzhen Topband Co.Ltd(002139) spin off the subsidiary of research control automation to the gem meets the conditions of the spin off rules.
We have issued this verification opinion in accordance with the requirements of the spin off rules. Except for whether the financial indicators of Shenzhen Topband Co.Ltd(002139) and research control automation meet the conditions of the spin off rules, we have not implemented additional audit procedures for the contents described in this verification opinion. In order to better understand this verification opinion, we suggest that users of this verification opinion read the contents of this verification opinion together with the audited financial statements of Shenzhen Topband Co.Ltd(002139) 2021.
We believe that Shenzhen Topband Co.Ltd(002139) the contents stated in the spin off description are true and complete.
Attachment: special instructions on the compliance of the listing of the subsidiary of Shenzhen Topband Co.Ltd(002139) spin off, Shenzhen Research Control Automation Technology Co., Ltd. on the gem of Shenzhen stock exchange with the rules for the spin off of listed companies (Trial).
Financial verification opinions on the listing of Shenzhen Topband Co.Ltd(002139) spin off subsidiaries (Continued)
Tzzz [2022] No. 13189 [no text on this page]
Chinese certified public accountant:
(project partner)
Beijing, China
specific date
Chinese certified public accountant:
Chinese certified public accountant:
About Shenzhen Topband Co.Ltd(002139) spin off
Subsidiary Shenzhen Yankong Automation Technology Co., Ltd
Shenzhen Stock Exchange GEM Listing meets
Special instructions on the rules for the spin off of listed companies (for Trial Implementation)
Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as " Shenzhen Topband Co.Ltd(002139) " or "the company") intends to spin off its subsidiary Shenzhen Research Control Automation Technology Co., Ltd. (hereinafter referred to as "research control automation") to be listed on the Shenzhen Stock Exchange gem, which meets the relevant requirements of the rules for the spin off of listed companies (Trial) (hereinafter referred to as "the spin off rules") for the domestic listing of the subsidiaries of listed companies and is feasible. The details are as follows:
1、 Domestic listed companies for 3 years
Shenzhen Topband Co.Ltd(002139) was listed on the small and medium-sized board of Shenzhen Stock Exchange in 2007, three years ago, meeting the requirements of "domestic listing of shares of listed companies for three years".
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 annual report disclosed by the company, the net profit attributable to the shareholders of the listed company in 2019, 2020 and 2021 (the lower value before and after deducting non recurring profit and loss) was 195 million yuan, 381 million yuan and 432 million yuan respectively, which was in line with the provisions of "continuous profit in the last three fiscal years".
According to the financial data of research control automation, after deducting the net profit of research control automation attributable to the common shareholders of the parent company according to equity, the net profit of Shenzhen Topband Co.Ltd(002139) attributable to the shareholders of the listed company (calculated by the lower value before and after deducting non recurring profits and losses) is 949 million yuan, no less than 600 million yuan. The details are as follows:
Unit: yuan project calculation formula 20212020 2019 total
1、 Shenzhen Topband Co.Ltd(002139) net profit attributable to shareholders of listed company
1. Net profit 5649642821853216112363326982110071424107515882, deducting non recurring a
Profit and loss 432038218883813882440319461854796100804501087 II. Net profit of research control automation attributable to the owner of the parent company
1. Net profit B Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 3066435096996315571830638918836092
Project calculation formula 20212020 2019 total
2. Deduction of non recurring expenses
Profit and loss 286247670741 Shenyang Commercial City Co.Ltd(600306) 1614361357898458643112 III. proportion of Shenzhen Topband Co.Ltd(002139) equity in research and control automation
Equity ratio C 71.54% 73.00% 55.00% - IV. Shenzhen Topband Co.Ltd(002139) net profit of research control automation according to equity
1. Net profit 2153842665317620807385645068561865014232, deducting non recurring d = b C
Profit and loss of property 204781583630368223507898746845874512870 v. Shenzhen Topband Co.Ltd(002139) net profit after deducting the net profit of research and control automation according to equity
1. Net profit 5434258555350039904290318417 Elegant Home-Tech Co.Ltd(603221) 362242501652, deducting non recurring e = A-D
Profit and loss 4115 Shanghai Huitong Energy Co.Ltd(600605) 235102 Yunnan Energy Investment Co.Ltd(002053) 1867198011294929988217 net profit attributable to shareholders of listed companies after Shenzhen Topband Co.Ltd(002139) deducting the net profit of research and control automation according to equity in the last three years
The sum of accumulated profits (net profit is calculated by the lower value before and after deducting non recurring profits and losses) 94929988217 III. The net profit of the subsidiary to be separated according to equity in the consolidated statements of the listed company in the latest fiscal year 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 financial data of research control automation, the net profit of research control automation attributable to the owners of the parent company in 2021 was Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 3066 yuan, and the net profit of research control automation enjoyed by equity in the consolidated statements of the company in 2021 accounted for 3.81% of the net profit attributable to the shareholders of the listed company; The net profit attributable to the owners of the parent company after deducting non recurring profits and losses in 2021 was 2862476707 yuan. The net profit of research control automation according to equity in the consolidated statements of the company in 2021 accounted for 4.74% of the net profit attributable to the shareholders of the listed company, which was not more than 50%, meeting the requirements of the spin off rules.
The details are as follows:
Unit: Yuan item calculation formula net profit attributable to parent net profit attributable to parent (after deduction)
Shenzhen Topband Co.Ltd(002139) a 5649642821843203821888 research control automation B Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) 30662862476707 proportion of interests in research control automation C 71.54% 71.54% proportion d = b C / a 3.81% 4.74% according to research control According to the financial data of automation, the owner's equity of research control automation attributable to the parent company at the end of 2021 was 28577647693 yuan. The net assets of research control automation enjoyed by equity in the consolidated statements of the company at the end of 2021 accounted for 4.07% of the net assets attributable to the shareholders of the listed company, less than 30%, which met the requirements of the spin off rules. The details are as follows:
Unit: yuan project calculation formula at the end of 2021
Shenzhen Topband Co.Ltd(002139) net assets attributable to shareholders of listed companies a 502831540663 net assets of research control automation attributable to owners of the parent company B 28577647693 Shenzhen Topband Co.Ltd(002139) research control automation according to equity belongs to the parent company
Net assets of investors C = b 71.54%, accounting for 204449160%
