Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors
On the completeness and compliance of legal procedures for this major asset reorganization
And the validity of the legal documents submitted
The company plans to issue shares to purchase all the equity 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”), At the same time, it plans to issue shares to no more than 35 qualified specific objects, including aerospace Investment Holding Co., Ltd., to raise supporting funds (hereinafter collectively referred to as “this transaction”). According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), this transaction constitutes a major asset restructuring. 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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the review rules of major asset restructuring of companies listed on GEM and other laws and regulations According to the relevant provisions of the normative documents and the articles of association, the board of directors of the company has carefully reviewed the completeness and compliance of the legal procedures for this major asset restructuring and the effectiveness of the legal documents submitted. It is hereby explained as follows:
1、 Notes on the completeness and compliance of the company’s legal procedures for this transaction
（1） During the preliminary consultation between the company and the relevant subjects of this transaction on this transaction, the company took necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information, ensure that the information is within the controllable range, signed a confidentiality agreement with the securities service agency hired, and did a good job in the registration of insiders of inside information.
（2） Due to the planning to issue shares to purchase assets and raise supporting funds, upon the application of the company, the trading of the company’s shares will be suspended from February 7, 2022 and posted on cninfo.com.cn on January 29, 2022 The announcement on suspension of trading on planning to issue shares to purchase assets and raise supporting funds (Announcement No.: 2022-003) was disclosed on the.
（3） During the suspension period, the company issued the suspension progress announcement according to relevant regulations and disclosed the suspension progress announcement on planning to issue shares to purchase assets and raise supporting funds on February 11, 2022 (Announcement No.: 2022-005).
（4） During the period of stock suspension, the company prepared the plan and summary of this transaction and other relevant documents to be submitted for this transaction in accordance with the requirements of relevant laws, regulations and normative documents.
（5） The independent financial consultant hired by the company issued the independent financial consultant’s verification opinions on the reorganization and verified the matters related to the reorganization.
（6） In view of the company’s plan to convene the board of directors to review the relevant proposals of the reorganization, the independent directors of the company carefully reviewed the relevant proposals and documents of the reorganization before the board of directors, approved the reorganization in advance and agreed to submit the relevant proposals to the board of directors for consideration.
（7） On February 18, 2022, the company held the 13th meeting of the 4th board of directors, deliberated and approved the proposal on the company issuing shares to purchase assets and raising supporting funds and related party transactions and other proposals related to the transaction. The related directors avoided voting on the relevant proposals and fulfilled the information disclosure procedures. The independent directors have expressed their prior approval opinions and agreed independent opinions on matters related to this transaction.
To sum up, The company has complied 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, the measures for the administration of information disclosure 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 gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant laws and regulations, normative documents and the articles of association have performed the legal procedures that should be performed at this stage of the transaction according to law. The legal procedures are complete and compliant, and comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
2、 Notes on the validity of legal documents submitted
The legal documents submitted by the company for this transaction are legal and valid. There are no false records, misleading statements or major omissions in the legal documents submitted by the company on this exchange. The board of directors and all directors of the company shall bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the legal documents submitted.
In conclusion, the board of directors of the company believes that the legal procedures performed by the company at this stage of the transaction are complete and effective, comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the legal documents submitted to Shenzhen Stock Exchange are legal and effective.
It is hereby explained.
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Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors mm / DD / yyyy
