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
Industrial policies and transaction types
of
Special verification opinions
Independent financial advisor
February, 2002
According to the requirements of normative documents such as guidelines for the application of regulatory rules - listing class No. 1, guidelines for the issuance and listing of gem on Shenzhen Stock Exchange No. 2 - standards for the review of major asset restructuring of listed companies, issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), China International Capital Corporation Limited(601995) (hereinafter referred to as "independent financial consultant") as an independent financial consultant of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "lucky new material" or "listed company") issuing shares to buy assets and raising supporting funds and related party transactions (hereinafter referred to as "this reorganization", "this major asset reorganization" or "this transaction"), Special verification has been conducted on whether the reorganization of lucky new material belongs to the industry that focuses on supporting the promotion of merger and reorganization, whether it belongs to the same industry or upstream and downstream mergers and acquisitions, whether it constitutes reorganization and listing, whether it involves the issuance of shares, and whether the listed company has been filed and audited by the CSRC and has not been closed. The opinions are as follows:
1、 Whether the industries or enterprises involved in this major asset restructuring belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing class No. 1 , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy, biological industry "and other industries that need to be accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council
According to the reorganization plan, lucky new materials plans to supply Sichuan Aerospace Industry Group Co., Ltd. (hereinafter referred to as "Sichuan Aerospace Group"), Sichuan Aerospace South Sichuan Initiating Explosive Technology Co., Ltd Aerospace Investment Holding Co., Ltd. and Luzhou Tongxinyuan Petroleum Technology Co., Ltd. issued shares to purchase 100% equity of South Sichuan Aerospace Energy Technology Co., Ltd. (hereinafter referred to as "Aerospace Energy"); Lucky new materials plans to issue shares to 30 natural person shareholders such as Sichuan Aerospace Group, Sichuan Aerospace Liaoyuan Technology Co., Ltd. and Jiao Xingtao to purchase 100% shares of Chengdu Aerospace Molding Co., Ltd. (hereinafter referred to as "aerospace molding", together with aerospace energy, the "target company"). At the same time, it is planned to issue shares to no more than 35 qualified specific objects, including aerospace Investment Holding Co., Ltd. (hereinafter referred to as "aerospace investment holding"), to raise supporting funds. After the completion of this transaction, aerospace energy and aerospace molding will become a wholly-owned subsidiary of lucky new materials.
According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, lucky new materials belongs to "C26 chemical raw materials and chemical manufacturing industry", It belongs to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry "are other industries that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the subject company aerospace energy belongs to "C35 special equipment manufacturing industry", It does not belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry "are other industries that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the aerospace molding of the subject company belongs to "C36 automobile manufacturing industry", It belongs to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry "are other industries that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
After verification, The independent financial adviser believes that the industries involved in aerospace molding of listed companies and target companies involved in this transaction belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing class No. 1 , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry "are other industries that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
2. Whether the transaction type involved in this major asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
(1) Whether the transaction types involved in this major asset restructuring belong to the same industry or upstream and downstream mergers and acquisitions
Before this reorganization, lucky new materials mainly engaged in information anti-counterfeiting materials, electronic functional materials and fine chemical materials.
The main business of Aerospace Energy of the target company is the R & D and manufacturing of perforation equipment and high-end well completion equipment in the field of oil and gas equipment. The main business of aerospace molding of the target company is the R & D and manufacturing of automotive interior and exterior trim parts, intelligent cabin parts, engine lightweight parts and molds. Therefore, the transaction types involved in this reorganization do not belong to the same industry or upstream and downstream mergers and acquisitions.
After verification, the independent financial adviser believes that the transaction type involved in this reorganization does not belong to the same industry or upstream and downstream mergers and acquisitions.
(2) Does this major asset restructuring constitute a reorganization and listing
Before this transaction, the controlling shareholder of lucky new material was China Lucky Group Co., Ltd. and the actual controller was China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd. (hereinafter referred to as " Aerospace Hi-Tech Holding Group Co.Ltd(000901) " group). Before and after this transaction, the actual controller of the listed company was Aerospace Hi-Tech Holding Group Co.Ltd(000901) group, and the final actual controller was the state owned assets supervision and Administration Commission of the State Council, This transaction did not lead to any change in the control of the listed company.
Within 36 months before this transaction, the actual controller of lucky new material has not changed. According to the conditions of reorganization and listing in Article 13 of the measures for the administration of major asset reorganization of listed companies and other documents, this transaction does not constitute reorganization and listing.
After verification, the independent financial adviser believes that this transaction does not constitute reorganization and listing.
3. Does this major asset restructuring involve the issuance of shares
According to the restructuring plan, lucky new material plans to acquire 100% equity of the target company held by it from the shareholders of the target company by issuing shares. At the same time, it plans to issue shares to no more than 35 qualified specific objects, including AVIC holdings, to raise supporting funds, so it involves issuing shares.
After verification, the independent financial adviser believes that the reorganization involves the issuance of shares.
4. Whether the listed company has been filed for inspection by the CSRC and has not been closed
According to the relevant announcements and commitments issued by lucky new material and the public information of the CSRC and other regulatory authorities, lucky new material has not been filed for inspection by the CSRC and has not been closed.
After verification, the independent financial consultant believes that Rakai new material has not been filed for inspection by the CSRC and has not been closed.
5. Other matters required by the CSRC or the Shenzhen Stock Exchange.
None.
(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) special verification opinions on Baoding Lucky Innovative Materials Co.Ltd(300446) issuing shares to purchase assets and raising supporting funds and related party transactions industrial policies and transaction types) sponsor of independent financial adviser:
Jia Yizhen, Tian Jiali, Xianting Hongmo Peng
China International Capital Corporation Limited(601995) mm / DD / yy
