Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022034 Shenzhen Topband Co.Ltd(002139)
Announcement of resolutions of the 22nd (Interim) meeting of the 7th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as "the company") the 22nd (Interim) meeting of the seventh board of directors was held in the company's conference room at 10:00 a.m. on March 24, 2022 by means of on-site and communication. The notice of convening this meeting has been notified to all directors in writing, telephone and e-mail on March 23, 2022. The meeting was presided over by Mr. Wu Yongqiang, chairman of the board. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting complies with the relevant provisions of the company law of the people's Republic of China and the Shenzhen Topband Co.Ltd(002139) articles of association. Voting at the meeting is as follows:
1、 The proposal on compliance with relevant laws and regulations for the company's spin off subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem of Shenzhen Stock Exchange was deliberated and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for the spin off of listed companies (for Trial Implementation) (hereinafter referred to as the "spin off rules") and other laws and regulations as well as the provisions of normative documents, after the board of directors of the company conducted serious self-examination and demonstration in combination with the actual situation, It is considered that the spin off of its subsidiary Shenzhen Research Control Automation Technology Co., Ltd. (hereinafter referred to as "research control automation") to the gem of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") complies with the provisions of relevant laws and regulations.
Wu Yongqiang, a related director, avoided voting. There are 8 non affiliated directors with voting rights, 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on the initial public offering of RMB common shares (A shares) by Shenzhen Yankong Automation Technology Co., Ltd., a subsidiary of the company, was deliberated and adopted
Research control automation, a subsidiary of the company, plans to make an initial public offering of RMB common shares (A shares) on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this offering" or "this spin off listing"). The initial plan for this spin off listing is as follows:
(I) listed sector: Shenzhen Stock Exchange gem
(II) type of shares issued: RMB ordinary shares (A shares) listed in China.
(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: balance underwriting.
(x) other matters related to the issuance: the strategic placement, use of raised funds, over allotment option (if applicable) and other matters involved in the issuance will be further confirmed and adjusted by research control automation according to the implementation of the listing plan of the issuance, market conditions, policy adjustment and the opinions of the regulatory authorities.
The above-mentioned issuance plan is a preliminary plan, and the split listing must be approved by Shenzhen Stock Exchange and China Securities Regulatory Commission. In order to promote the smooth progress of the work related to the split listing, 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 issuance plan of research and control automatic listing according to the specific circumstances.
Wu Yongqiang, a related director, avoided voting. There are 8 non affiliated directors with voting rights, 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on Shenzhen Topband Co.Ltd(002139) spin off of its subsidiary Shenzhen Yankong Automation Technology Co., Ltd. to be listed on the gem was deliberated and adopted
According to the actual situation and after careful consideration, the company agreed to spin off its subsidiary research and control automation to be listed on the gem of Shenzhen Stock Exchange. In order to implement the spin off, the company prepared the plan for the listing of the subsidiary of Shenzhen Topband Co.Ltd(002139) spin off Shenzhen Research Control Automation Technology Co., Ltd. on the gem in accordance with the relevant provisions of the company law, the securities law, the spin off rules and other laws, regulations and normative documents.
Wu Yongqiang, a related director, avoided voting. There are 8 non affiliated directors with voting rights, 8 in favor, 0 against and 0 abstention.
The full text of the plan for Shenzhen Topband Co.Ltd(002139) spin off its subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem is published on cninfo.com on March 26, 2022（ http://www.cn.info.com.cn. ）
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on the listing of Shenzhen Research Control Automation Technology Co., Ltd., a subsidiary of the company's spin off, on the growth enterprise market of Shenzhen Stock Exchange in accordance with the rules for the spin off of listed companies (Trial) was deliberated and adopted
According to the rules for the spin off of listed companies (for Trial Implementation) (hereinafter referred to as the "spin off rules"), the listing of the research and control automation of the company's spin off subsidiary on the gem of Shenzhen Stock Exchange meets the relevant requirements of the spin off rules on the domestic listing of the listed company's spin off subsidiary, which is feasible, as follows:
(I) the listed company's shares have been listed in China for three years
The company was listed on the Shenzhen Stock Exchange on June 29, 2007, and has been listed for three years, meeting the above conditions.
(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)
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 the last three fiscal years".
After deducting the net profit of research control automation enjoyed by 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) accumulated to 949 million yuan, no less than 600 million yuan.
(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 for 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.
The net profit attributable to the parent company of research control automation in 2021 was 286248 million yuan. In the consolidated statement of 2021, 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, which was not more than 50%, meeting the requirements of the spin off rules (the above-mentioned net profit was calculated by the lower value before and after deducting non recurring profits and losses).
At the end of 2021, the net assets of research control automation attributable to the owners of the parent company were 285776500 yuan. The proportion of the net assets of research control automation enjoyed by equity in the consolidated statements at the end of 2021 in the net assets attributable to the shareholders of the listed company was 4.07%, no more than 30%, which met the requirements of the spin off rules.
(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 not been issued with qualified opinions, negative opinions or audit reports that cannot express opinions by certified public accountants
The company has no situation in which its funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, has not been subject to administrative punishment by the CSRC within 16 months, and has not been publicly condemned by the stock exchange within the last 12 months.
The audit report (tzyz [2022] No. 12262) issued by Tianzhi International Certified Public Accountants (special general partnership) for the company's 2021 financial statements is a standard unqualified audit report.
In conclusion, it meets the requirements of this article.
(V) 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 motion control core components. According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the company's main business belongs to the "instrument manufacturing industry", not the company mainly engaged in financial business.
In conclusion, it meets the requirements of this article.
(VI) the total shares held by the directors, senior managers and their related parties of the listed company in the subsidiaries to be spun off shall not exceed 10% of the total share capital of the subsidiaries before the spin off and listing; Except those indirectly held by directors, senior managers and their related parties through the listed company; The total shares held by the directors, senior managers and their related parties of the subsidiaries to be spun off by the listed company shall not exceed 30% of the total share capital of the subsidiaries to be spun off before listing, except those held by the directors, senior managers and their related parties through the listed company
As of the signing date of the Shenzhen Topband Co.Ltd(002139) plan on the spin off of research control automation of its subsidiaries to the gem, in addition to holding the shares of research control automation indirectly through Shenzhen Topband Co.Ltd(002139) the total equity of research control automation held by Shenzhen Topband Co.Ltd(002139) directors, senior managers and their related parties shall not exceed 10% of the total share capital of research control automation before the spin off and listing.
The total share capital of the general director of automation research and the management of automation research and its related parties before the split is not more than 30%.
(VII) the listed company shall fully disclose and explain that this spin off will help the listed company highlight its main business and enhance its independence. After the spin off, the listed company and the subsidiaries to be spun off meet the regulatory requirements of the CSRC and the stock exchange on horizontal competition and related party transactions, and the assets, finance and institutions are independent of each other. There is no cross appointment of senior managers and financial personnel, and there are no other serious defects in independence.
1. This spin off will help the company highlight its main business and enhance its independence
The company's main business is the R & D, production and sales of intelligent control system solutions, that is, taking the "four electricity and one network" technology of electronic control, motor, battery, power supply and Internet of things platform as the core, the company provides various customized solutions for home appliances, tools, industry, lithium battery, intelligent solutions and other industries.
In terms of home appliance industry, the company is a brand customer in the home appliance industry
