Baoding Lucky Innovative Materials Co.Ltd(300446) independent director
On matters considered at the 13th meeting of the 4th board of directors
Prior approval opinion
Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as “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 issue shares to raise supporting funds (hereinafter collectively referred to as “this transaction”). The board of directors of the company plans to convene the 13th meeting of the Fourth Board of directors on February 18, 2022 to review the relevant proposals of this transaction. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association and the working system of independent directors of the company, we are the independent directors of the company, The relevant proposals of this transaction have been obtained and carefully reviewed before the meeting. Now, the prior approval opinions on the relevant matters of the 13th meeting of the Fourth Board of directors are as follows:
1. The counterparties of this transaction are 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., which are actually controlled by China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd., the actual controller of the listed company. The subscribers of the shares issued by the supporting funds raised this time include aerospace Investment Holding Co., Ltd., and China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd. is the actual controller of aerospace Investment Holding Co., Ltd. Therefore, the raised matching funds constitute related party transactions. According to the measures for the administration of major asset restructuring of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant regulations, this transaction constitutes a connected transaction, and the connected directors need to avoid voting.
2. The company’s issuance of shares to purchase assets and raise supporting funds comply with the provisions of relevant laws, regulations and normative documents of 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, the measures for the continuous supervision of GEM listed companies (for Trial Implementation), and the measures for the administration of securities issuance and registration of GEM listed companies, The scheme is reasonable and feasible, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized investors.
3. This transaction is conducive to enhancing the company’s competitiveness, improving the company’s long-term profitability, improving the company’s financial situation and long-term sustainable development. It is in line with the overall interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized investors.
In conclusion, we agree to submit matters related to this transaction to the 13th meeting of the Fourth Board of directors of the company for deliberation.
It is hereby announced.
Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors: Zhang Zhijun, Liu Hongchuan and Guo Lili (this page has no text and is the signature page of Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors’ prior approval opinions on matters considered at the 13th meeting of the Fourth Board of directors)
Signature of independent director:
Zhang Zhijun (signature): Liu Hongchuan (signature):
Guo Lili (signature):
specific date
