Do you save in vitro benefits of listed companies?Daotong Technology Rotary Transfer of the Subsid Stock Inquiry

On September 20, 2022, Daotong Technology (688208.SH) issued a reply announcement on the inquiry letter of transfer subsidiary equity and related transactions.

Regarding the purpose of the transaction, according to the announcement, the transaction is expected to generate an investment income of 134 million yuan, accounting for 30.54%of the company's net profit of 2021, and 157.65%of the company's net profit of the company in the first half of 2022. In the first half of 2022, the company achieved operating income of 1.033 billion yuan, a year -on -year decrease of 1.24%; net profit attributable to mother was 85 million yuan, a year -on -year decrease of 62.96%. In addition, the company's ownership ratio at the company level in 2022 in 2020 and 2021 The company's ownership ratio involves operating income or gross profit growth.

The Shanghai Stock Exchange requires the company: (1) It is expected that if the transaction is not considered, whether the company's net profit attributable to the mother this year is significantly declined or may be negative, and combined with the transaction purpose, it explains whether the transaction has a thickened company's net profit and improvement of the company's net profit and increase Situation of the company's performance; (2) The reasons and main considerations of related related parties to undertake the equity of the loss -making subsidiary is the transfer of interests of the in vitro of the listed company; Asset employees of the target; (4) the operating cost data of each quarter since the establishment of the target company, and whether the operating costs of the company's business cost of the bid in the presence of the aforementioned data distribution are confirmed in the fourth quarter; Data shows whether the company sells part of the equity (displayed by the target company) to reduce the operating cost of the listed company's consolidated statement to increase the company's gross profit, thereby achieving the purpose of the initial equity incentive plan assessment goals; Performance and occasionally make important reminder.

Daotong Technology replied that in January to June 2022, the company realized operating income of 103,335,500 yuan, a year-on-year decrease of 1.24%; net profit attributable to shareholders of listed companies was 8,565,200 yuan, a year-on-year decrease of 62.96%; the gross profit margin remained relatively stable.

The company attaches great importance to the development trend of digitalization, new energy and intelligence in the automotive industry, and continues to increase its research and development investment in strategic fields and key core technologies. In the first half of 2022, the total sales and R & D expenses of new energy businesses totaled 78.224 million yuan. Affected by this main factors, the company's net profit attributable to shareholders of parent company in the first half of 2022, a year -on -year decrease of 62.96%.

On September 20, 2022, the 23rd meeting of the 3rd board of directors of the company and the 22nd meeting of the 3rd Supervisory Board reviewed and approved the "Proposal on Transfer subsidiaries and related transactions (revised editions)", the company Integrate to ask Mr. Li Hongjing, Ms. Nong Yingbin, Shenzhen Daotong Information Consulting Enterprise (Limited Partnership) (hereinafter referred to as "Daocongtong"), Shenzhen Daohe Period Information Consulting Enterprise (Limited Partnership) (hereinafter referred to as "Taoism Pass"), Shenzhen Daocongxing Information Consulting Enterprise (Limited Partnership) (hereinafter referred to as "Taoist Tongxing") Total transfer of the company's wholly -owned subsidiary Shenzhen Daotong Smart Automobile Co., Ltd. (hereinafter referred to as "" Smart car ") 49%equity. After the completion of the equity transfer, smart cars are still the company's holding subsidiary. The transaction will not have a significant impact on the company's 2022 operating performance and financial conditions. The accounting processing is expected to be as follows:

(1) Consolidated financial statements, the difference between the price obtained by the disposal of the equity and the long -term equity investment it handles the share of the net assets that the subsidiary consolidation date continues to be calculated is 6,5661,600 yuan. Investment income.

(2) Individual financial statements of the parent company, the difference between the price obtained by the sale of the equity and the value of the amount of the investment book is 1.225 million yuan.

The specific impact of this transaction on the company's performance needs to be based on the results of the accounting firms' annual audit confirmation. Please be careful to decide carefully and pay attention to investment risks.

This transaction is to stimulate the spirit of entrepreneurship and innovation of core employees, give full play to the company's management enthusiasm, enhance the company's comprehensive competitiveness, and support the company's strategic realization and long -term sustainable development. After the equity transfer is completed, smart cars are still the company's holding subsidiary. This transaction will not have a significant impact on the company's 2022 operating performance and financial conditions. Essence

The main reasons for the relevant related parties to undertake the equity of the loss -making subsidiary are related related parties to agree with the company's co -creation, co -owned and shared values, and optimize the future development prospects of smart cars. There is no existence of the in vitro delivery of the listed company.

According to the "Shenzhen Daotong Smart Automobile Co., Ltd. to implement the employee shareholding plan assessment project asset evaluation report" issued by Shenzhen Zhonglian Asset Evaluation Co., Ltd. Assessing, the total account value of the shareholders of the shareholders on May 31, 2022 of Smart Motors on the evaluation benchmark date was -6,338,200 yuan, the evaluation value was RMB 6,611.63 million, and the appraisal appraisal was 12,9204,500 yuan. Given that the company had completed the surplus of 55.5 million yuan in the surplus and real -time contributions to the Smart Motor on September 1, 2022. With reference to the evaluation value of the assets mentioned above, the parties to determine that 100%of the equity trading consideration of smart cars is 122.5 million yuan, fair, reasonable pricing, reasonable, reasonable Essence Smart cars are mainly engaged in the research and development, production and sales of car millimeter wave radar. At present, the development of smart cars has not reached the company's expectations, and the market space of the radar commercial car is small, the business window period is relatively short, and the subsequent planning of smart cars will change the business direction. The development, production and sales of anti -drone systems mainly include drone reconnaissance and anti -countering equipment achieved through radar technology. Situation with the legitimate rights and interests of shareholders.

The main reason why the employee holding platform undertakes the equity is the employees in the employee holding platform agreed with the company's co -creation, co -owned and shared values, and optimistic about the future development prospects of smart cars, hoping to obtain higher equity investment returns, voluntarily participate in this book Trading. Taoism, Taoism, and Taoist Star have held partners meetings and obtained all partners for review and approval.

There is no case in the fourth quarter of concentrated confirmation in the operating cost of intelligent automobiles.

Intelligent automobile business costs are relatively low. The company's sales of some equity this time have a small impact on the operating costs and gross profit within the scope of the company's merger statement. The purpose of the early equity incentive plan assessment goals.

On September 20, 2022, the 23rd meeting of the 3rd board of directors of the company and the 22nd meeting of the 3rd Supervisory Board reviewed and approved the "Proposal on Transfer subsidiaries and related transactions (revised editions)", agreed Mr. Li Hongjing, Ms. Nong Yingbin, Taoism, Taoism, and Taoist Star Transfer to the company's 49%equity of the company's wholly -owned subsidiary smart car. After the completion of the equity transfer, smart cars are still the company's holding subsidiary. The transaction will not have a significant impact on the company's 2022 operating performance and financial conditions. The accounting processing is expected to be as follows:

(1) Consolidated financial statements, the difference between the price obtained by the disposal of the equity and the long -term equity investment it handles the share of the net assets that the subsidiary consolidation date continues to be calculated is 6,5661,600 yuan. Investment income.

(2) Individual financial statements of the parent company, the difference between the price obtained by the sale of the equity and the value of the amount of the investment book is 1.225 million yuan.

The specific impact of this transaction on the company's performance needs to be based on the results of the accounting firms' annual audit confirmation. Please be careful to decide carefully and pay attention to investment risks.

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