China International Capital Corporation Limited(601995)
about
Baoding Lucky Innovative Materials Co.Ltd(300446)
Issue shares to purchase assets
And raise supporting funds and related party transactions
of
Verification opinions of independent financial advisor
Independent financial advisor
February, 2002
catalogue
catalogue 2. Tips on major issues 4 interpretation 6 statements and commitments Section I verification opinions of independent financial advisor I. whether the reorganization plan prepared by the board of directors of listed companies complies with the measures for the administration of reorganization and several regulations on reorganization
Verification opinions required by the decision and the No. 26 standard 102. Verification on whether the counterparty of this reorganization has issued a written commitment and statement in accordance with Article 1 of Several Provisions on reorganization
Check opinions 10 III. whether the listed company has signed a conditional transaction contract and transaction contract agreement with the counterparty for this transaction
Regulatory verification opinions IV. whether the board of directors of the listed company has made prudent decisions on relevant matters in accordance with the requirements of Article 4 of the certain provisions on restructuring
Verification opinions judged and recorded in the minutes of the board meeting 12 v. the relevant subjects of this transaction are not allowed to participate in the transaction as stipulated in Article 13 of the Interim Measures for the supervision of abnormal stock trading
Any major asset reorganization of a listed company Vi. verification on whether the reorganization plan has fully disclosed the major uncertainties and risks existing in this transaction
Check opinions twelve
7、 Verification opinions on whether there are false records, misleading statements or major omissions in the reorganization plan VIII. The verification opinions on whether this transaction constitutes the reorganization and listing stipulated in Article 13 of the reorganization management measures are correct
Whether it constitutes the verification opinion of related party transactions thirteen
9、 Verification opinions on the stock price fluctuation of listed companies before the suspension of trading Section II internal audit procedures and core opinions of independent financial advisers fifteen
1、 Introduction to the core program of independent financial advisor fifteen
2、 Opinions of independent financial advisor 16 section III concluding observations of the independent financial adviser seventeen
Tips on major issues
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this verification opinion.
1、 The information on which the independent financial adviser relies is provided by relevant parties. The provider is responsible for the authenticity, accuracy and integrity of the information provided, ensures that the information is free from false records, misleading statements and major omissions, and assumes individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. The independent financial advisor does not assume any risk liability arising therefrom.
2、 As of the date of issuance of this verification opinion, the audit and evaluation work involved in this exchange has not been completed. After the completion of all work related to this reorganization, the listed company will convene a separate board of directors to consider other outstanding matters related to this reorganization, prepare the reorganization report, and perform the deliberation procedures of the corresponding general meeting of shareholders. The audited historical financial data, pro forma financial data and valuation will be disclosed in the restructuring report. The opinions of the independent financial adviser are based on the current due diligence. The independent financial adviser will continue to carry out due diligence in accordance with the relevant provisions of laws, regulations and normative documents such as the reorganization management measures.
3、 Rakay group, the controlling shareholder of rakay new materials, has convened the board of directors to consider and pass the relevant proposals of this transaction and agreed to this reorganization in principle. This transaction has been deliberated and adopted at the 13th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors of the listed company.
As of the date of issuance of this verification opinion, this transaction can be implemented only after the following filing, approval and approval are obtained: 1. After the audit and evaluation involved in this transaction are completed, the listed company will convene the board of directors again to review and approve the relevant proposals of this transaction;
2. The appraisal report of the subject assets involved in this transaction has been filed by the state-owned assets supervision and administration authority;
3. The competent State-owned Assets Supervision and administration unit approves the formal scheme of this transaction;
4. The State Administration of science, technology and industry for national defense has completed the examination and approval of military matters of this transaction;
5. The general meeting of shareholders of the listed company deliberated and approved the transaction;
6. The general meeting of shareholders of the listed company exempted Aerospace Hi-Tech Holding Group Co.Ltd(000901) group and its related parties from the obligation of tender offer involved in this transaction;
8. The CSRC approves or registers this transaction;
9. Matters that need to be reviewed by the State Administration of concentration of business operators (if the transaction involves the supervision of the market); 10. Other approvals or approvals required by relevant laws and regulations (if necessary).
Whether the transaction can obtain the above approval or approval and the final time of obtaining the approval or approval are uncertain. Investors are reminded of the relevant risks.
4、 This verification opinion does not constitute any investment suggestions or opinions on lucky new material. The independent financial adviser will not bear any responsibility for the risks arising from the investment decisions made by the investors according to this verification opinion.
5、 Based on the current project progress and possible uncertainties, this verification opinion makes special tips on the relevant risk factors of this transaction, reminding investors to carefully read the major risk tips disclosed in the reorganization plan and pay attention to investment risks.
interpretation
In the opinion of the independent financial adviser, unless the context otherwise requires, the following abbreviations have the following meanings: listed company, the company, the company, refers to Baoding Lucky Innovative Materials Co.Ltd(300446) lucky new material, * ST lucky material counterparties, and all counterparties refer to 30 natural persons such as Sichuan Aerospace Group, Liaoyuan technology, Southern Sichuan pyrotechnics, aviation investment holding, Luzhou Tongxin circle and Jiao Xingtao
The subject matter and underlying assets of the transaction refer to 100% equity of Aerospace Energy and 100% shares of aerospace molding
The target company refers to Aerospace Energy and aerospace molding
The listed company plans to issue shares to the counterparty, purchase 100% equity / shares of the target company held by the counterparty in this transaction and this restructuring, and issue shares to no more than 35 qualified specific objects, including AVIC holdings, to raise supporting funds
The issue of shares to purchase assets means that the listed company intends to issue shares to the counterparty to purchase 100% equity / shares of the target company held by the counterparty
Aerospace Energy refers to Chuannan Aerospace Energy Technology Co., Ltd
Aerospace molding refers to Chengdu Aerospace Molding Co., Ltd
Sichuan Aerospace Group refers to Sichuan Aerospace Industry Group Co., Ltd
Liaoyuan technology refers to Sichuan Aerospace Liaoyuan Technology Co., Ltd
South Sichuan initiating explosive technology refers to Sichuan Aerospace South Sichuan Initiating Explosive Technology Co., Ltd
AVIC holding refers to aerospace Investment Holding Co., Ltd
Luzhou Tongxin circle refers to Luzhou Tongxin circle Petroleum Technology Co., Ltd
Jiao Xingtao, Cao Zhenhua, Jiao Jian, Jiao Bo, Zhang Jicai, Cao Jian, Chen Yanmin, Xu Bin, Jiao Xingtao and other 30 natural persons refer to 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
Aerospace Hi-Tech Holding Group Co.Ltd(000901) group refers to China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
Lucky group refers to China Lucky Group Co., Ltd., formerly known as China Lucky Film Company Limited(600135) group company
China International Capital Corporation Limited(601995) . The independent financial adviser refers to the state owned assets supervision and Administration Commission of the State Council and the state owned assets supervision and Administration Commission of the State Council
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange, stock exchange and stock exchange refer to the exchange of Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the management measures for major asset reorganization of listed companies (revised in 2020)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies that offer securities to the public - major asset restructuring of listed companies (revised in 2022)
Several provisions on restructuring refer to the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (CSRC announcement [2016] No. 17)
The measures for continuous supervision refers to the measures for continuous supervision of companies listed on GEM (for Trial Implementation)
The financial advisory business management office refers to the law on the administrative measures for the financial advisory business of mergers and acquisitions of listed companies, and the supervision of abnormal stock transactions refers to the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies
Trading day refers to the business day of Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
A shares refer to ordinary shares issued to domestic investors, listed on domestic stock exchanges, marked with the par value of shares in RMB, subscribed and traded in RMB with the approval of China Securities Regulatory Commission
Plan and reorganization plan refer to the plan for Baoding Lucky Innovative Materials Co.Ltd(300446) issuing shares to purchase assets and raising supporting funds and related party transactions
Restructuring report refers to the report on Baoding Lucky Innovative Materials Co.Ltd(300446) issuing shares to purchase assets and raising supporting funds and related party transactions
This verification opinion and this independent financial advisory opinion on Baoding lucky new materials Co., Ltd. China International Capital Corporation Limited(601995) refer to the independent financial advisory verification opinion on the company's plan for issuing shares to purchase assets and raising supporting funds and related party transactions
Unless otherwise specified, all values in this verification opinion shall be kept to two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Statement and commitment
China International Capital Corporation Limited(601995) accepted the entrustment of the listed company as the independent financial adviser of this transaction and issued the independent financial adviser's opinion on the reorganization plan. This independent financial advisory opinion is based on the relevant provisions and requirements of laws and regulations such as the company law, the securities law, the measures for the administration of restructuring, certain provisions on restructuring, Standard No. 26, the measures for the administration of financial advisory business, the listing rules, in accordance with the generally recognized business standards and ethics in the industry, and based on the principles of good faith and diligence, After due diligence and careful verification of the reorganization plan and other documents, it shall be issued for the review of CSRC and Shenzhen Stock Exchange and the reference of relevant parties.
The independent financial advisor declares as follows:
1. The independent financial advisor has no other interest relationship with the transaction parties involved in this transaction, and the relevant opinions on this transaction are completely independent;
2. The documents and materials on which the independent financial adviser's opinions are based are provided by the relevant parties to the transaction to the independent financial adviser. The relevant parties have promised that the information provided in the process of this transaction is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. The independent financial advisor shall not bear any risk liability arising therefrom;
3. The opinion of the independent financial adviser is based on the full performance of all obligations of relevant parties in accordance with the terms and commitments of relevant agreements;
4. The independent financial adviser's opinion does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the risks that may arise from any investment decision made by the investor according to the independent financial adviser's opinion;
5. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's opinion and make any explanation or explanation for the independent financial advisor's opinion;
6. The independent financial adviser specially requests all shareholders and investors of the listed company to carefully read the relevant announcements disclosed on this transaction and consult the relevant documents;
7. The independent financial advisor's opinion aims to make an independent, objective and fair evaluation of the transaction. This opinion of the independent financial adviser is only used as an annex to the reorganization plan. Without the written consent of the independent financial adviser, the opinions of the independent financial adviser shall not be used for any other purpose or used by any third party.
The independent financial advisor promises as follows:
1. The independent financial advisor has performed due diligence obligations in accordance with relevant laws and regulations, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty;
2. The independent financial advisor has reviewed the relevant documents of the transaction disclosed by the listed company and the counterparty
