Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors
Explanation on the compliance of this transaction with the relevant provisions of GEM listed companies
Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as the “company” or “listed company”) plans to purchase 100% equity of southern Sichuan Aerospace Energy Technology Co., Ltd. (hereinafter referred to as “Aerospace Energy”) and 100% equity of Chengdu Aerospace Molding Co., Ltd. (hereinafter referred to as “aerospace molding”) by issuing shares, 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 referred to as “this transaction”). The board of directors of the company is satisfied with whether this transaction complies with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of securities issuance and registration on the gem”) After careful analysis of the relevant provisions of the measures for the continuous supervision of GEM listed companies (Trial) (hereinafter referred to as the “measures for the continuous supervision of gem”) and the review rules for major asset restructuring of GEM listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “review rules for gem restructuring”), it is considered that:
1、 This transaction complies with Article 11 of the measures for the administration of gem issuance and registration
After careful judgment, the board of directors of the company believes that the listed company is not allowed to issue shares to specific objects as stipulated in Article 11 of the measures for the administration of gem issuance and registration:
(I) arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(II) the preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The last year’s financial and accounting report has been issued with qualified audit report, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated. Except that this issuance involves major asset restructuring;
(III) the current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
(IV) the listed company and its current directors, supervisors and senior managers are being investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
(V) the controlling shareholders and actual controllers have committed major illegal acts that seriously damage the interests of listed companies or the legitimate rights and interests of investors in the past three years;
(VI) major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests in the past three years.
To sum up, this transaction complies with Article 11 of the measures for the administration of gem issuance and registration. 2、 This transaction complies with the provisions of Article 18 of the measures for continuous supervision of gem and Article 7 of the review rules for restructuring of gem
According to Article 18 of the measures for the continuous supervision of the gem and Article 7 of the review rules for the reorganization of the gem, “if a listed company implements a major asset reorganization or issues shares to buy assets, the industry of the underlying assets shall meet the positioning of the gem, or be in the same industry or upstream and downstream with the listed company”. The gem is positioned to thoroughly implement the innovation driven development strategy, adapt to the general trend of relying more on innovation, creation and creativity, mainly serve growth innovative and entrepreneurial enterprises, and support the deep integration of traditional industries with new technologies, Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) , new business forms and new models.
The target company of this transaction meets the positioning of gem as follows:
1. Aerospace Energy
Founded in July 2013, aerospace energy is a high-tech enterprise engaged in the R & D and manufacturing of oil and gas well perforation equipment and high-end completion equipment. According to the industry classification guidelines for listed companies issued by the CSRC, the industry of aerospace energy is “special equipment manufacturing industry” (classification code C35). In terms of application fields, aerospace energy belongs to “oil and gas production equipment manufacturing industry”; At the same time, “exploration and development of unconventional resources such as shale gas, shale oil, tight oil, oil sand and natural gas hydrate” was listed as “encouraged” by the Guiding Catalogue for industrial structure adjustment (2019 version) of the national development and Reform Commission.
2. Aerospace molding
Aerospace molding, founded in January 2000, is a high-tech enterprise mainly engaged in the R & D and manufacturing of automotive interior and exterior trim parts, intelligent cabin parts, engine lightweight parts and related molds. According to the industry classification guidelines for listed companies issued by the CSRC, the industry of aerospace molding is automobile manufacturing (classification code: C36). According to the opinions on the development plan of automobile industry in the 13th five year plan, the automobile industry is an important part of China’s industrial structure, and it is necessary to “form the independent supply capacity of core parts of Chinese brands”; The implementation plan of eight key projects in the medium and long term development plan of the automobile industry clearly points out that “by 2025, a number of auto parts enterprise groups will be formed that have entered the top ten in the world”; At the same time, “Application of automotive lightweight materials” was listed as “encouraged” by the Guiding Catalogue for industrial structure adjustment (2019 version) of the national development and Reform Commission.
To sum up, the Aerospace Energy and aerospace molding industries are within the scope of national industrial policy support and encouragement, and do not belong to the industries that are not supported in the original principle of the Interim Provisions on the issuance and listing application and recommendation of gem enterprises of Shenzhen Stock Exchange. At the same time, aerospace energy and aerospace molding have perfect R & D and production systems, have technological R & D, process and quality advantages in the industry, have good growth, and meet the positioning of gem.
To sum up, this transaction complies with the provisions of Article 18 of the measures for continuous supervision of gem and Article 7 of the review rules for restructuring of gem.
3、 This transaction complies with Article 21 of the measures for the continuous supervision of the gem and Article 9 of the review rules for the reorganization of the gem
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 21 of the measures for continuous supervision of gem and Article 9 of the review rules for restructuring of gem. The specific circumstances are as follows:
According to Article 21 of the measures for the continuous supervision of the gem and Article 9 of the review rules for the reorganization of the gem, if a listed company issues shares to purchase assets, the price of the issued shares shall not be less than 80% of the market reference price, which is 20 trading days before the announcement of the resolution of the board of directors to purchase assets by issuing shares One of the average trading prices of the company’s shares in 60 trading days or 120 trading days.
The issue price of the issued shares to purchase assets is 7.13 yuan / share, and the issue price is no less than 80% of the average trading price of the company’s shares 120 trading days before the pricing benchmark date, which is in line with Article 21 of the measures for the continuous supervision of the gem and article 9 of the review rules for the reorganization of the gem
4、 This transaction is not applicable to Article 10 or 11 of the gem restructuring review rules
This transaction does not constitute reorganization and listing, and the provisions of Article 10 or 11 of the gem reorganization review rules are not applicable.
It is hereby explained.
February 18, 2022, board of directors of Baoding Lucky Innovative Materials Co.Ltd(300446) (this page has no text, which is the signature page of the instructions of the board of directors of Baoding Lucky Innovative Materials Co.Ltd(300446) on the compliance of this transaction with the relevant provisions of companies listed on GEM)
Baoding Lucky Innovative Materials Co.Ltd(300446) board of directors mm / DD / yyyy
