Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors
Explanation on the compliance of the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as “the company”) plans to purchase 100% equity of southern Sichuan Aerospace Energy Technology Co., Ltd. and 100% equity of Chengdu Aerospace Molding Co., Ltd. by issuing shares, At the same time, it is proposed to issue shares to no more than 35 qualified specific objects, including aerospace Investment Holding Co., Ltd., to raise supporting funds (hereinafter referred to as “this issuance of shares to purchase assets and raise supporting funds”). According to the requirements of the measures for the administration of major asset restructuring of listed companies, the board of directors of the company has carefully analyzed whether the issuance of shares, the purchase of assets and the raising of supporting funds and related party transactions comply with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
1、 The issuance of shares to purchase assets and raise supporting funds comply with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
1. The issuance of shares to purchase assets and raise supporting funds comply with the provisions of national industrial policies and laws and administrative regulations on environmental protection, land management, antitrust and so on.
2. After the issuance of shares to purchase assets and raise supporting funds, the company will not fail to meet the conditions for stock listing.
3. The transfer consideration of the underlying equity of this transaction will be determined according to the evaluation results issued by the asset evaluation institution and filed by the State-owned Assets Authority, and confirmed by the supplementary agreement signed by both parties. The issuance of shares to purchase assets and raise matching funds is carried out in accordance with the provisions of relevant laws and regulations. The asset pricing involved is fair and does not damage the legitimate rights and interests of the company and shareholders.
4. The ownership of assets involved in the purchase of assets by issuing shares and raising supporting funds is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal.
5. The issuance of shares to purchase assets and raise matching funds is conducive to the company’s ability to enhance sustainable operation. There is no situation that may lead to the company’s main assets being cash or no specific business.
6. The issuance of shares to purchase assets and raise supporting funds is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, which is in line with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies.
7. Before the issuance of shares to purchase assets and raise supporting funds, the company has established a corresponding corporate governance structure in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the relevant requirements of the CSRC. After the issuance of shares to purchase assets and raise supporting funds, the company will continue to operate in strict accordance with the requirements of laws, regulations, normative documents and the articles of association, and constantly improve the corporate governance structure of the company. The issuance of shares to purchase assets and raise matching funds will help the company maintain a sound and effective corporate governance structure.
2、 The issuance of shares to purchase assets and raise matching funds comply with the provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies
1. This issuance of shares to purchase assets and raise supporting funds is conducive to improving the quality of the company’s assets, improving financial conditions and enhancing sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing independence.
2. The company’s financial and accounting report for the most recent year was issued with an unqualified audit report by a certified public accountant. 3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations.
4. The ownership of the underlying assets of this transaction is clear, and the ownership transfer procedures can be completed within the agreed time limit. 5. The issuance of shares to purchase assets and raise matching funds does not violate other conditions stipulated by the CSRC.
In conclusion, the board of Directors believes that the issuance of shares to purchase assets and raise matching funds meet the conditions specified in Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
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Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors mm / DD / yyyy
