Securities code: 002985 securities abbreviation: Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) Announcement No.: 2022-007
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985)
Suggestive announcement on Authorizing the management of the company to start the preparatory work for the domestic listing of spin off subsidiaries
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
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) (hereinafter referred to as "the company" and " Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) ") held the 20th meeting of the second board of directors on January 24, 2022, deliberated and adopted the proposal on Authorizing the management of the company to start the preparatory work for the domestic listing of spin off subsidiaries. According to the overall strategic layout of the company and in combination with the business development needs of Beijing jinghanyu Electronic Engineering Technology Co., Ltd. (hereinafter referred to as "jinghanyu"), in order to further promote the overall development of the company's business and broaden the company's financing channels, the board of directors of the company authorized the management of the company to start the preliminary preparations for the spin off of jinghanyu to the domestic stock exchange for listing. The relevant information is as follows:
1、 Basic information of the subject to be spun off
Company name: Beijing jinghanyu Electronic Engineering Technology Co., Ltd
Legal representative: Yan Yueyue
Registered capital: 200 million yuan
Unified social credit Code: 911101086774083588
Registered address: Room 102, 1f, xihaite photoelectric hospital office building, songlanbao village, Shahe Town, Changping District, Beijing
Date of establishment: July 3, 2008
Main business: jinghanyu is an independent third-party testing organization specializing in providing reliability testing services for electronic components. Its main business is to provide customers with reliability testing tests such as component screening, destructive physical analysis (DPA) and test program development.
Equity structure: Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) holds 45.90% equity of jinghanyu, Yan Yueyue holds 30.78% equity of jinghanyu, Gao Cheng holds 4.42% equity of jinghanyu, Chen Wenjie holds 4.40% equity of jinghanyu, Zhang Yu holds 2.30% equity of jinghanyu, and Beijing hanghan Testing Technology Center (limited partnership) holds 2.21% equity of jinghanyu, Suzhou Hanhu venture capital partnership (limited partnership) holds 5.36% equity of jinghanyu, and Hanhu No. 3 holds 4.64% equity of jinghanyu. Among them, in December 2021, Suzhou Hanhu venture capital partnership (limited partnership) and Hanhu No. 3 increased their capital in cash to jinghanyu with 300 million yuan and 260 million yuan respectively.
2、 Authorization matters
The board of directors of the company authorizes the management of the company to start the preparatory work for the spin off of jinghanyu domestic listing, including but not limited to the demonstration of the feasibility plan, organizing the preparation of the listing plan, signing the relevant agreements involved in the planning process and other listing related matters, and submit the relevant listing plan and other matters related to the listing to the board of directors of the company after formulating the spin off listing plan Deliberation at the general meeting of shareholders.
3、 Independent opinions of independent directors
This time, the management of the company is authorized to start the preparatory work for the domestic listing of the spin off subsidiary jinghanyu, which is conducive to broadening the financing channels of jinghanyu, supporting the continuous R & D and operation investment of jinghanyu, and improving the sustainable profitability and core competitiveness of the company.
We believe that the above matters are in line with the company's strategic planning and long-term development. After the listing plan is preliminarily determined, the company will perform the corresponding decision-making procedures and review the relevant proposals for spin off listing in accordance with relevant laws and regulations. We agree that the company authorizes the management to start the preparatory work related to the spin off of jinghanyu.
4、 Risk tips
The company's plan to spin off jinghanyu for domestic listing is still in the preliminary planning stage. After the company's management completes the preliminary preparations, the board of directors of the company needs to make a resolution on whether the spin off of jinghanyu meets the requirements of laws, regulations and normative documents such as the rules for the spin off of listed companies (Trial), and submit it to the general meeting of shareholders for approval. There are certain uncertainties in this spin off listing. Please pay attention to the relevant risks.
Since the domestic listing plan of the spin off of jinghanyu is still in the preliminary planning stage, there will still be various uncertain factors in the project implementation process, which may affect the listing planning and decision-making of the spin off of jinghanyu. Please pay attention to the relevant risks.
In view of the above risk factors, the company will timely perform the obligation of information disclosure according to the progress of the project. Please pay attention to the relevant risks
It is hereby announced.
Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) board of directors January 25, 2022
