Securities code: 300446 securities abbreviation: Baoding Lucky Innovative Materials Co.Ltd(300446) Announcement No.: 2022-006
Baoding Lucky Innovative Materials Co.Ltd(300446)
Announcement of resolutions of the 13th meeting of the 4th 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.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. Meeting time: February 18, 2022
2. Meeting place: the company’s conference room
3. Meeting mode: the combination of on-site and communication
4. Time and method of issuing the notice of the meeting of the board of directors: on February 11, 2022, the notice shall be sent by hand and telephone
5. Moderator: Chairman Zhang Yunfei
6. Non voting participants: members of the board of supervisors, the Secretary of the board of directors and other senior executives of the company attend the meeting as non voting participants
7. Description of legality, compliance and compliance of the meeting:
The convening, convening and proposal deliberation procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association.
(II) attendance at the meeting
The meeting shall be attended by 9 directors, and 9 directors present and authorized to attend.
2、 Deliberation of proposals
(I) deliberated and passed the proposal on the compliance of the issuance of shares to purchase assets with relevant laws and regulations
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the reorganization administration measures), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the continuous supervision of companies listed on GEM (for Trial Implementation), and the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), the review rules for major asset restructuring of companies listed on the growth enterprise market of Shenzhen Stock Exchange, the Listing Rules of shares listed on the growth enterprise market of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. After the board of directors of the company carefully self-examine, analyze and demonstrate the actual situation and relevant matters of the company, It is believed that the company meets the substantive conditions of issuing shares, purchasing assets and raising supporting funds in current laws, regulations and normative documents.
2. Voting result of the proposal: 6 in favor, 0 against and 0 abstention.
Zhang Zhijun, Liu Hongchuan and Guo Lili, the current independent directors of the company, expressed their independent opinions on this proposal. 3. Withdrawal from voting:
Related directors Li Baomin, song Wensheng and Xie min avoided voting.
Submission to the general meeting of shareholders for voting:
4. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the plan of the company issuing shares to purchase assets and raising supporting funds and related party transactions was deliberated and adopted item by item
1. Content of the proposal:
(1) Overall plan of this transaction
The company plans to issue shares to purchase all the equities of southern Sichuan Aerospace Energy Technology Co., Ltd. (hereinafter referred to as “Aerospace Energy”) and Chengdu Aerospace Molding Co., Ltd. (hereinafter referred to as “aerospace molding”) and raise supporting funds (hereinafter collectively referred to as “this transaction”).
This transaction consists of two parts: raising shares and purchasing supporting assets. The purchase of assets by issuing shares this time is not based on the successful implementation of raising supporting funds, and the final success of raising supporting funds does not affect the implementation of the purchase of assets by issuing shares this time.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting.
(2) Scheme of issuing shares to purchase assets
1) Counterparty
The counterparties of the company to purchase assets by issuing shares this time are Aerospace Energy shareholders (Sichuan Aerospace southern Sichuan Initiating Explosive Technology Co., Ltd., aerospace Investment Holding Co., Ltd., Sichuan Aerospace Industry Group Co., Ltd., Luzhou Tongxinyuan Petroleum Technology Co., Ltd.) Aerospace molding shareholders (Sichuan Aerospace Industry Group Co., Ltd., Sichuan Aerospace Liaoyuan Technology Co., Ltd., Jiao Xingtao, Cao Zhenhua, Jiao Jian, Jiao Bo, Zhang Jicai, Cao Jian, Chen Yanmin, Xu Bin, he Li, Liu Jianhua, Cao Zhenfang, Han Gang, Deng Yixue, Guo Hongjun, Zhang Zheng, Cao Zhenxia, Ji Jianbo, Sui Guibin, Qi Mingxuan, Su Tongguang, Rong Jian, Hu Gongji, Yuan Qu, Zhang Huiwu, Zhang Yong) , Jiao Jianwei, Le Xuhui, Li Xia, Li Shoufu, Li Fenglin). Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. 2) Underlying assets
The subject assets of the company’s purchase of assets by issuing shares this time are all equity of Aerospace Energy and aerospace molding.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. 3) Transaction price and pricing basis
The relevant audit and evaluation of the subject matter of this transaction have not been completed. The final transaction valuation of the subject assets of this transaction will be based on the subject asset evaluation report issued by the asset evaluation institution in accordance with the provisions of the securities law and filed by the competent unit of state owned assets supervision and administration, which will be determined by the parties to the transaction through consultation.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. 4) Payment method of consideration
The company intends to pay the acquisition consideration to the counterparty by issuing shares.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. 5) Share issuance scheme ① type of shares issued
The type of shares to be issued in this issuance of shares to purchase assets is domestic listed RMB A-share ordinary shares, with a par value of RMB 1.00 per share.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. ② Issuing method and object
The way of issuing shares in the purchase of assets by issuing shares this time is to issue shares to specific objects; The issuing objects are the counterparties listed in the asset purchase plan of this issuance of shares.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. ③ Pricing basis, benchmark date and issue price of issued shares
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the first board of directors (i.e. the 13th meeting of the Fourth Board of directors). According to the principle that the issue price is not lower than 80% of the average trading price of the listed company’s shares 120 trading days before the pricing benchmark date, the issue price of the shares issued to purchase assets is 7.13 yuan / share. The final issue price shall be submitted to the general meeting of shareholders for approval, and shall be approved by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and approved or registered by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
During the period from the pricing benchmark date of this issuance of shares to the date of issuance, if the listed company’s shares are subject to ex right and ex interest matters such as share distribution, conversion of capital reserve into share capital, share allotment, dividend distribution, etc., the issuance price will be adjusted according to the following formula (the adjusted value shall be kept to two decimal places, and the last one shall be rounded).
The adjustment formula of the issue price is as follows:
Share offering or conversion to share capital: P1 = P0 / (1 + n);
Additional shares or allotment: P1 = (P0 + a) × K）/（1+K）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × K）/（1+N+K）；
Dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × K）/（1+N+K）。
Where: P0 is the effective issue price before adjustment, n is the number of shares given or converted into share capital per share, K is the number of new shares or allotments per share, a is the price of new share price or allotment, D is the dividend per share, and P1 is the effective issue price after adjustment. Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting.
④ Number of shares issued
The number of shares issued to purchase assets this time will be determined according to the transaction consideration of the underlying assets and the share issuance price. The calculation method is: the number of shares issued to purchase assets this time = the transaction consideration paid to the counterparty in the form of issued shares / the issuance price of assets purchased this time.
The number of shares finally issued shall be subject to the number of shares approved by Shenzhen Stock Exchange and approved or registered by CSRC. The number of shares issued by the company this time is calculated according to the issue price of the assets purchased by issuing shares and the transaction price of the underlying assets. The number of issued shares calculated according to the formula is accurate to one digit, and the part less than one share shall be rounded off. The company does not need to pay for the fraction of the shares issued by the company less than one share in the transfer consideration.
During the period from the pricing benchmark date of the purchase of assets by issuing shares to the date of the purchase of assets by issuing shares, if the listed company has ex right and ex interest matters such as share distribution, conversion of capital reserve into share capital, share allotment and dividend distribution, the issue price and issue quantity will be adjusted accordingly.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. ⑤ Listing location
The shares issued by this purchase of assets are planned to be listed on Shenzhen Stock Exchange.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. ⑥ Share lock up period
The counterparties of this transaction, Sichuan Aerospace Industry Group Co., Ltd., Sichuan Aerospace Liaoyuan Technology Co., Ltd., Sichuan Aerospace South Sichuan Initiating Explosive Technology Co., Ltd. and aerospace Investment Holding Co., Ltd., will not transfer the company’s shares obtained by purchasing assets through this issuance of shares within 36 months from the date of the end of the issuance of such shares. If the closing price of the shares of the listed company for 20 consecutive trading days is lower than the issuing price of the shares for the purchase of assets, or the closing price of the shares for the purchase of assets is lower than the issuing price of the shares for the purchase of assets at the end of 6 months after the issuance of the shares for the purchase of assets, The shares subscribed by Sichuan Aerospace Industry Group Co., Ltd., Sichuan Aerospace South Sichuan Initiating Explosive Technology Co., Ltd., Sichuan Aerospace Liaoyuan Technology Co., Ltd. and aerospace Investment Holding Co., Ltd. will be automatically extended for 6 months on the basis of the above sales restriction period.
When natural persons such as Luzhou Tongxinyuan Petroleum Technology Co., Ltd. and Jiao Xingtao, the counterparties of this transaction, acquire the shares of the company due to the purchase of assets through this issuance of shares, if the subject company equity used to subscribe for the shares of the company has been continuously interested for 12 months, Then the corresponding consideration shares acquired from the purchase assets of the issued shares shall not be transferred in any form within 12 months from the date of listing of the new shares; If the equity of the subject company used to subscribe for the company’s shares has been continuously interested for less than 12 months, the corresponding consideration shares subscribed for in the purchase assets of the issued shares shall not be transferred in any form within 36 months from the date of listing of the new shares.
After the completion of the purchase of assets through the issuance of shares, the shares increased due to the company’s share distribution, conversion of share capital and other reasons shall also be locked in accordance with the above locking period. If the above-mentioned share lock period promised by the counterparty is inconsistent with the regulatory opinions of Shenzhen Stock Exchange and China Securities Regulatory Commission, the commitment party agrees to make corresponding adjustments according to the relevant regulatory opinions of Shenzhen Stock Exchange and China Securities Regulatory Commission.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. 6) Profit and loss arrangement during transition period
The transition period from the benchmark date of asset evaluation (excluding the benchmark date of evaluation) to the benchmark date of delivery audit (including the date) is the restructuring transition period. The parties to this transaction agree that the audit institution shall conduct a special audit on the profits and losses (consolidation criteria) achieved by the target company during the restructuring transition period, and issue a special audit report.
As of the notification date of this board meeting, the audit and evaluation of relevant subject assets have not been completed. After the completion of the audit and evaluation, the ownership or commitment of the parties to the transaction to the profits and losses of the underlying assets during the transition period shall be determined separately through negotiation.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. 7) Accumulated undistributed profit arrangement
The accumulated undistributed profits of the listed company before the completion date of the purchase of assets by issuing shares this time shall be jointly enjoyed by all shareholders of the listed company on the completion date of the purchase of assets by issuing shares this time according to the shareholding ratio after the completion of the purchase of assets by issuing shares this time.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. 8) Issue price adjustment mechanism
In order to better cope with the fluctuation of the company’s share price caused by market factors and industry factors such as the change of capital market performance, it is proposed to introduce the issue price adjustment mechanism in this trading scheme. The specific contents are as follows: ① the object of the price adjustment scheme
The adjustment object of the price adjustment scheme is the issue price of the issued shares of the assets purchased in this transaction.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. ② Effective conditions of price adjustment scheme
The company’s general meeting of shareholders deliberated and approved the price adjustment plan by the competent authority of state-owned assets supervision and administration.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. ③ Price adjustment period
The period during which price adjustment can be carried out in this reorganization is from the announcement date of the resolution of the general meeting of shareholders of the company to consider this transaction to the date before this transaction is registered with the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
Avoidance of voting: related directors Li Baomin, song Wensheng and Xie min avoided voting. ④ Trigger conditions for price adjustment
During the price adjustment period, in case of the following circumstances, the board of directors of the company has the right to convene a meeting of the board of directors after the transaction is considered and approved by the general meeting of shareholders of the company to consider whether to adjust the issue price of shares in the transaction: 1) downward adjustment
Gem composite index (399102. SZ) or Wande material industry index (882002. WI) has at least 20 trading days in a row before any trading day, which is more than 20% lower than the closing index of the trading day before the first board of directors of the company, In addition, the company’s share price has at least 20 trading days in the 30 consecutive trading days before any trading day, which is more than 20% lower than the closing price of the trading day before the first board of directors of the company (i.e. 9.26 yuan / share)
