Dongguan Securities Co., Ltd
About Shengyi Technology Co.Ltd(600183) spin off of subsidiaries
Shengyi Electronics Co.Ltd(688183) to the continuous supervision and verification of listing on the science and Innovation Board
Check opinions
Shengyi Technology Co.Ltd(600183) (hereinafter referred to as "the company", "listed company", " Shengyi Technology Co.Ltd(600183) ") spin off its holding subsidiaries Shengyi Electronics Co.Ltd(688183) (hereinafter referred to as "subsidiaries", " Shengyi Electronics Co.Ltd(688183) ") to Shanghai Stock Exchange (hereinafter referred to as "the spin off", "the spin off" and "the transaction"), Dongguan Securities Co., Ltd. (hereinafter referred to as "independent financial advisor" and "the independent financial advisor") is the independent financial advisor of this spin off. On February 28, 2020, Shengyi technology disclosed Shengyi Technology Co.Ltd(600183) the plan for spin off of its subsidiary Shengyi Electronics Co.Ltd(688183) to be listed on the science and innovation board, and Shengyi Electronics Co.Ltd(688183) was listed on the Shanghai Stock Exchange on February 25, 2021. Whether the continuous supervision after the spin off meets the relevant provisions of the rules for the spin off of listed companies (for Trial Implementation) (hereinafter referred to as the "spin off rules"), whether the listed company maintains its independence and sustainable operation ability after the spin off, Shengyi Electronics Co.Ltd(688183) whether there are changes in assets and financial conditions that have a significant impact on the rights and interests of the listed company Shengyi Electronics Co.Ltd(688183) whether there are other situations that may have a great impact on the stock price of listed companies and whether listed companies perform information disclosure according to law. Dongguan Securities Co., Ltd. has conducted special verification on the continuous supervision of listed companies after spin off and listing, and issued the following verification opinions:
1、 After the split listing, the listed company maintains its independence and sustainable operation ability
Both the company and Shengyi Electronics Co.Ltd(688183) have independent, complete and clear operational assets; It has established an independent financial department and financial management system, and independently registered, established accounts, accounted and managed all its assets Shengyi Electronics Co.Ltd(688183) the organization is independent of the controlling shareholders and other related parties. The company and Shengyi Electronics Co.Ltd(688183) each have sound functional departments and internal operation and management organizations, which exercise their functions and powers independently, and there is no confusion between Shengyi Electronics Co.Ltd(688183) and the company and other enterprise institutions controlled by the company. The company does not occupy or control Shengyi Electronics Co.Ltd(688183) the assets or interfere with Shengyi Electronics Co.Ltd(688183) the operation and management of its assets, nor does it have the situation of mixed institutions. The company and Shengyi Electronics Co.Ltd(688183) both maintain the independence of assets, finance and institutions.
The listed company and Shengyi Electronics Co.Ltd(688183) assets are independent and complete with respect to finance, institution, personnel and business. They respectively have a complete business system and the ability to directly face the market and operate independently. There are no other serious defects in their independence Shengyi Electronics Co.Ltd(688183) after listing on the science and innovation board, there is no adverse impact on the independent operation of other business segments of the listed company, does not affect the listed company to maintain its independence, and complies with the requirements of relevant laws, regulations, rules, normative documents and the spin off rules.
At present, the development trend of various businesses of listed companies is good. In 2021, the Shengyi Technology Co.Ltd(600183) operating revenue was 20274263 million yuan, and the net profit after deduction was 25282582 million yuan, an increase over the previous year. After the spin off and listing, Shengyi Technology Co.Ltd(600183) is still the controlling shareholder of Shengyi Electronics Co.Ltd(688183) and Shengyi Electronics Co.Ltd(688183) is still included in the consolidated financial statements. Shengyi Technology Co.Ltd(600183) can continue to benefit from the future growth of Shengyi Electronics Co.Ltd(688183) ; At the same time, Shengyi Electronics Co.Ltd(688183) spin off further widened the financing channels, improved the overall financing efficiency of listed companies, reduced the overall asset liability ratio and enhanced the comprehensive strength of listed companies.
Shengyi Technology Co.Ltd(600183) spin off the subsidiary Shengyi Electronics Co.Ltd(688183) after listing, the listed company will continue to maintain its independence and continuous operation ability.
2、 Changes in assets and financial conditions that have an important impact on the rights and interests of listed companies after spin off and listing
After the subsidiary of Shengyi Technology Co.Ltd(600183) spin off Shengyi Electronics Co.Ltd(688183) was listed, there was no change in assets and financial status that had a significant impact on the equity of the listed company. The specific information of Shengyi Technology Co.Ltd(600183) is as follows:
(I) main financial data
Unit: 10000 yuan currency: RMB
Main accounting data: year 2021 year 2020 year-on-year
Increase or decrease (%)
Operating income 202742630146873415 38.04
Net profit attributable to shareholders of listed company 2829683516805102 68.38
Deduction attributable to shareholders of listed companies non recurring 2528258216057714 57.45
Net profit from profit or loss
Net cash flow from operating activities 1775653317579675 1.01
Net assets attributable to shareholders of listed companies 13096414098890746 32.43
Total assets 244311645183574457 33.09
(II) main financial indicators
Main financial indicators: increase or decrease in 2021 and 2020 over the same period of last year (%)
Basic earnings per share (yuan / share) 1.23 0.74 66.22
Diluted earnings per share (yuan / share) 1.21 0.72 68.06
Basic earnings per share after deducting non recurring profits and losses 1.10 0.70 57.14
(yuan / share)
Weighted average return on net assets (%) 24.34 18.28, an increase of 6.06 percentage points
The weighted average net capital after deducting non recurring profits and losses was 21.75 and 17.46, an increase of 4.29 percentage points
Yield (%)
3、 Great impact on the stock price of listed companies
Up to now, after Shengyi Technology Co.Ltd(600183) spin off its subsidiary Shengyi Electronics Co.Ltd(688183) went public, there has been no significant impact on the stock price of the listed company.
4、 Information disclosure performed by listed companies according to law
In strict accordance with the securities law, the measures for the administration of information disclosure of listed companies, the articles of association and other relevant provisions, the company performs the obligation of information disclosure according to law to ensure that the information disclosure is timely, true, accurate and complete, and there is no information that should be disclosed but not disclosed. The company has improved the information disclosure management system and made clear provisions on the principles, contents, procedures, division of responsibilities, information transmission, registration, archiving, confidentiality measures and accountability of information disclosure. The relevant personnel and departments of the company strictly abide by the relevant laws and regulations on information disclosure, strictly control the scope of information about the company's operation, finance or other unpublished information that has a great impact on the company's stock trading price, do a good job in the registration of insiders of inside information, and strictly abide by the information transmission, review and disclosure process. Insiders can do a good job in the confidentiality management of inside information, and there is no disclosure of inside information Insider trading and other violations. The information disclosure of listed companies complies with the provisions of relevant laws, regulations, normative documents and the articles of association, and the relevant information disclosed does not contain false records, misleading statements or major omissions.
5、 Concluding observations
After verification, the independent financial advisor believes that Shengyi Technology Co.Ltd(600183) meets the relevant requirements of the spin off rules during the continuous supervision after the spin off of its subsidiary Shengyi Electronics Co.Ltd(688183) goes public:
(I) the listed company maintains its independence and continuous operation ability after the spin off;
(II) there is no change in assets and financial status of its subsidiaries that has a significant impact on the rights and interests of the listed company after the spin off;
(III) there are no other circumstances in the subsidiary that may have a great impact on the stock price of the listed company;
(IV) the listed company shall perform the obligation of information disclosure according to law.
