Shenzhen Topband Co.Ltd(002139)
About the spin off of subsidiaries
Plan for Shenzhen Yankong Automation Technology Co., Ltd. to be listed on the gem
Independent financial advisor
March, 2002
catalogue
catalogue 1 interpretation 4 the company declares that 5. Statement of securities service organization 6. Tips on major issues seven
1、 Introduction to the spin off plan seven
2、 Introduction to the scheme of this spin off issuance and listing seven
3、 The impact of this spin off on the company 8 IV. the impact of this spin off on shareholders of all parties, especially minority shareholders, creditors and other stakeholders nine
5、 The decision-making process of this spin off and listing nine
6、 Important commitments of all parties ten
7、 Principled opinions of the controlling shareholders of the listed company on this spin off VIII. Description of the directors, supervisors, senior managers and controlling shareholders of the listed company on the share reduction plan from the date of the spin off announcement to the completion of the implementation 13 major risk tips fifteen
1、 The risk of suspension, suspension, cancellation or failure to carry out the spin off on schedule fifteen
2、 Risks associated with the subject company fifteen
3、 Stock market volatility risk sixteen
4、 Force majeure risk sixteen
Chapter I overview of this spin off listing seventeen
1、 Background and purpose of this spin off listing seventeen
2、 Feasibility of this spin off eighteen
3、 Introduction to the scheme of this spin off issuance and listing thirty
4、 The decision-making process of this spin off and listing thirty-one
5、 The impact of this spin off on the company thirty-one
Chapter II basic information of listed companies thirty-three
1、 Basic information of listed companies thirty-three
2、 Main business development in the last three years thirty-three
3、 Main financial data of the last three years thirty-four
4、 Controlling shareholders and actual controllers thirty-five
5、 Changes in control in the last three years thirty-six
6、 Major asset restructuring in the last three years 36 VII. Administrative and criminal penalties, litigation or arbitration involving the company and its main management personnel in the past three years thirty-six
8、 The integrity of the company and its main managers in the last three years thirty-six
Chapter III basic information of subsidiaries to be split and listed thirty-seven
1、 Basic information of research control automation thirty-seven
2、 Research and control automatic litigation, arbitration, administrative punishment and legal compliance forty-one
3、 Main business and main products of research and control automation forty-one
Chapter IV risk factors forty-two
1、 The risk of suspension, suspension, cancellation or failure to carry out the spin off on schedule forty-two
2、 Risks associated with the subject company forty-two
3、 Stock market volatility risk forty-three
4、 Force majeure risk forty-three
Chapter V other important matters 44 1. After the spin off, whether the funds and assets of the listed company are occupied by the actual controller or other related persons; Whether the listed company provides guarantee for the actual controller or other related parties 44 II. Whether the liability structure of the listed company is reasonable and whether there is a large increase in liabilities (including contingent liabilities) due to this spin off forty-four
3、 The impact of this spin off on the governance mechanism of listed companies forty-four
4、 Relevant arrangements to protect the legitimate rights and interests of investors forty-four
5、 Principled opinions of the controlling shareholders of the listed company on this spin off 46 VI. description of the directors, supervisors, senior managers and controlling shareholders of the listed company on the share reduction plan from the date of the spin off announcement to the completion of the implementation forty-six
Chapter VI verification opinions of independent directors and intermediaries forty-eight
1、 Opinions of independent directors forty-eight
2、 Verification opinions of independent financial advisor forty-nine
3、 Lawyer’s verification opinion forty-nine
4、 Accountant’s verification opinion forty-nine
Chapter VII intermediaries and relevant handling personnel fifty
1、 Independent financial advisor fifty
2、 Legal counsel fifty
3、 Audit organization fifty
Chapter VIII documents for future reference fifty-one
1、 Directory of documents for future reference fifty-one
2、 Location for future reference fifty-one
All directors, supervisors and senior managers of the listed company declare that 52 statement of the independent financial adviser 55 the lawyer declares that 56 auditor’s statement fifty-seven
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
General terms
This plan refers to Shenzhen Topband Co.Ltd(002139) the plan for the spin off of its subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem
The company refers to the company in Shenzhen Topband Co.Ltd(002139) City, the entity to be spun off in Shenzhen Topband Co.Ltd(002139) City, the research control refers to the spin off and listing of Shenzhen Research Control Automation Technology Co., Ltd., and this refers to Shenzhen Topband Co.Ltd(002139) about the spin off of its subsidiary, Shenzhen Research control automation technology spin off Co., Ltd. to be listed on the gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The spin off rules refer to the spin off rules of listed companies (for Trial Implementation)
YASKAWA, Japan refers to Yaskawa Electric Co., Ltd., an internationally renowned motor manufacturer
German Siemens refers to German Siemens AG, a well-known enterprise in the field of international electronic and electrical engineering
Technical Term
Stepping motor and stepping driver are mainly used in stepping system.
Stepper motor is a kind of motor that converts electric pulse signal into corresponding angular displacement or linear displacement. Stepping product refers to the electronic device that amplifies the pulse signal sent by the control system to drive the stepping motor. In the stepping system, the stepping driver converts the control signal into current or voltage signal and drives the stepping motor to complete the corresponding instructions
Products mainly used in servo system with servo motor and servo driver. Servo motor is the engine that controls the operation of mechanical components in the servo system. It is an indirect servo product of auxiliary motor, which refers to the speed change device. Servo driver refers to the power electronic device that controls the angle, speed and torque of servo motor. Servo system is an automatic control system composed of displacement, angle and speed of object, which can dynamically track the change of target position
Motion controller refers to the hardware platform that receives instructions from human-computer interface, converts operation instructions into programs that can be recognized and executed by the machine, and sends instructions to the driver
ICT refers to information and communications technology
IPD refers to integrated product development
ISC refers to integrated supply chain, i.e. integrated supply chain
The difference in mantissa between the sum of some total figures and each detailed figure in this plan is due to 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.
Statement of securities service agency
The securities service agency and handling personnel of this spin off guarantee that the relevant contents of the documents issued by the company / exchange quoted by Shenzhen Topband Co.Ltd(002139) in this plan have been reviewed by the company / exchange and the handling personnel, and confirm that this plan will not have false records, misleading statements or major omissions due to the above quoted contents, and bear corresponding legal liabilities for its authenticity, accuracy and completeness.
Tips on major issues
1、 Introduction to this scheme
Shenzhen Topband Co.Ltd(002139) plans to spin off its holding subsidiary research control automation to be listed on the gem of Shenzhen Stock Exchange. After the spin off, the Shenzhen Topband Co.Ltd(002139) ownership structure will not change, and will still maintain the control over research control automation. Through this spin off, Shenzhen Topband Co.Ltd(002139) will further realize business focus, focus more on home appliances, tools, new energy and other businesses, build research control automation into an independent listing platform for the company’s subordinates to engage in the R & D, production and sales of motion control core components, enhance capital strength through gem financing, and realize the expansion and strengthening of industrial control business sector. This spin off will further enhance the overall market value of the company and enhance the profitability and comprehensive competitiveness of listed companies and their subsidiaries.
2、 Introduction to the scheme of this spin off issuance and listing
The initial plan for issuance and listing is as follows:
(I) listing place: Shenzhen Stock Exchange gem
(II) type of shares issued: RMB ordinary shares listed in China (A shares)
(III) par value of shares: 1.00 yuan.
(IV) issuing objects: qualified domestic natural persons, legal persons and other investors, including but not limited to strategic investors, qualified offline investors and other investors who meet the conditions for participating in gem investment recognized by the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange (except those prohibited by Chinese laws, regulations, other applicable normative documents and other regulatory requirements that the company must comply with).
(V) issuance and listing time: research control automation will choose an appropriate time to issue after the approval of Shenzhen Stock Exchange and registration with CSRC. The specific issuance date will be determined by the board of directors of research control automation after the approval of Shenzhen Stock Exchange and registration with CSRC according to the authorization of the general meeting of shareholders.
(VI) issuance method: this issuance is all in the form of issuing new shares. This issuance is planned to adopt the combination of offline placement to inquiry objects and online pricing issuance to qualified social public investors, or other issuance methods recognized by regulatory authorities (including but not limited to placing shares to investors permitted by laws and regulations, such as special asset management plans established by strategic investors, senior managers and core employees of the company).
(VII) issuance scale: the board of directors of research control automation will negotiate with the lead underwriter to determine the final issuance quantity according to the authorization of the general meeting of shareholders, the requirements of relevant regulatory authorities, the actual situation of the securities market, the amount of capital stock before issuance, the capital demand of the raised funds, etc.
(VIII) pricing method: the issuance price is determined by the combination of offline placement to inquiry objects and online subscription and pricing issuance to social public investors according to market value, or other methods recognized by China Securities Regulatory Commission and Shenzhen Stock Exchange.
(IX) underwriting method
