Baoding Lucky Innovative Materials Co.Ltd(300446) independent director
Independent opinions on matters related to the company's issuance of shares to purchase assets and raising supporting funds and related party transactions
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 held the 13th meeting of the 4th board of directors on February 18, 2022 to consider 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 measures for the administration of major asset restructuring of listed companies (revised in 2020), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors of the company, As an independent director of the company, with a serious and responsible attitude, we reviewed the relevant documents of the 13th meeting of the Fourth Board of directors, carefully reviewed the proposals of the meeting, and expressed independent opinions on the relevant proposals of the company's transaction as follows:
1. The relevant proposals of this transaction have been approved by the independent directors in advance and passed at the 13th meeting of the Fourth Board of directors of the company. The convening and convening procedures, voting procedures and methods of this board meeting comply with the provisions of the company law of the people's Republic of China and other laws and regulations, normative documents and the articles of association. The relevant resolutions of the board of directors on this transaction are legal and effective.
2. The transaction plan and the plan for Baoding Lucky Innovative Materials Co.Ltd(300446) issuing shares to purchase assets and raising supporting funds and related party transactions and its abstract The agreement on issuing shares to purchase assets signed by the company and the counterparty with effective conditions complies 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 continuous supervision of GEM listed companies (for Trial Implementation) and the measures for the administration of securities issuance and registration of GEM listed companies And other relevant laws, regulations and normative documents, the transaction scheme is feasible and operable.
3. The company complies with the legal conditions for issuing shares, purchasing assets and raising supporting funds stipulated in 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 companies listed on the gem (for Trial Implementation), the measures for the administration of securities issuance and registration of companies listed on the gem and other relevant laws, regulations and normative documents.
4. The company intends to purchase the equity of the target company by issuing shares, and agrees that the company and the counterparty sign the agreement on issuing shares to purchase assets with effective conditions; The company plans to raise supporting funds by issuing shares and agrees to sign the share subscription agreement with effective conditions with aerospace Investment Holding Co., Ltd. 5. This transaction constitutes a connected transaction
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., the counterparties issuing shares to purchase assets in this transaction, are actually controlled by China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd., the actual controller of the 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 reorganization management measures, listing rules and other relevant regulations, this transaction constitutes a connected transaction. 6. This transaction constitutes a major asset restructuring.
The audit and evaluation of this transaction have not been completed, and the valuation and pricing of the underlying assets have not been determined. According to the preliminary judgment of the unaudited financial data of the underlying assets, this transaction is expected to meet the major asset reorganization standards specified in the reorganization management measures, thus constituting the major asset reorganization of the listed company. The company will analyze and disclose in detail whether this transaction constitutes a major asset restructuring in the restructuring report. This transaction involves the issuance of shares to purchase assets, which can be implemented only after the approval of Shenzhen Stock Exchange and the approval or registration of China Securities Regulatory Commission.
7. In this transaction, the pricing principle of the shares issued by the company to purchase assets and raise supporting funds complies with relevant regulations, and the pricing is fair and reasonable.
8. The transaction price of the subject assets of this reorganization will be determined according to the evaluation results issued by the asset evaluation institution and filed by the State-owned Assets Authority, which ensures the fairness of the price of the subject assets and does not damage the interests of the company and other shareholders.
9. The audit and evaluation involved in this transaction have not been completed. After the audit and evaluation are completed, the company will convene the board of directors again to review the matters related to this transaction. At that time, as an independent director, we will express independent opinions on the matters related to this transaction again. We agree that the board of directors will submit the relevant proposals of this transaction to the general meeting of shareholders for deliberation after the audit and evaluation involved in this transaction are completed.
10. 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.
11. This transaction can be completed only after a number of conditions are met, including but not limited to the approval of the competent units of state-owned assets supervision and administration, the State Administration of science, technology and industry for national defense and the State Administration of market supervision and Administration (if necessary), which has been reviewed and approved by the general meeting of shareholders of the company. The general meeting of shareholders of the company exempted Aerospace Hi-Tech Holding Group Co.Ltd(000901) group and its related parties from the tender offer obligations involved in this transaction, which has been reviewed and approved by Shenzhen Stock Exchange, The CSRC agrees to register and other related approvals or approvals required by relevant laws and regulations.
To sum up, the company's issuance of shares to purchase assets and raise matching funds and related party transactions comply with the provisions of relevant national laws, regulations and normative documents, and there is no damage to the interests of non related shareholders of the company. We agree with the overall arrangement of the board of directors on the company's transaction plan.
It is hereby announced.
Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors: Zhang Zhijun, Liu Hongchuan and Guo Lili, February 18, 2022
Signature of independent director:
Zhang Zhijun (signature): Liu Hongchuan (signature):
Guo Lili (signature):
Date: mm / DD / yy
