Baoding Technology Co.Ltd(002552) independent director
Prior approval opinions on matters related to the 20th meeting of the 4th board of directors Baoding Technology Co.Ltd(002552) (hereinafter referred to as “listed company” or “company”) intends to purchase 63.87% shares of Shandong Jinbao Electronics Co., Ltd. (hereinafter referred to as “Jinbao Electronics”) by issuing shares and raise supporting funds (hereinafter referred to as “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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws Regulations, normative documents and the provisions of Baoding Technology Co.Ltd(002552) articles of association, as independent directors of listed companies, we carefully considered the relevant proposals of this transaction of listed companies before the 20th meeting of the 4th board of directors of listed companies with a realistic, serious and responsible attitude and based on independent judgment, and unanimously agreed to submit these proposals to the board of directors for deliberation, And made the following prior approval opinions:
1、 This transaction complies with the provisions of relevant national laws, regulations and normative documents, and there is no damage to the interests of minority shareholders.
2、 Shandong Zhaojin Group Co., Ltd., one of the counterparties of this transaction, is the controlling shareholder of the listed company, and Yongyu electronics is expected to hold more than 5% of the shares of the listed company after the completion of this transaction. According to the relevant provisions of laws, regulations and normative documents such as the administrative measures for major asset restructuring of listed companies and the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. When reviewing this transaction, the company shall apply the relevant procedures of related party transactions. When the board of directors of the company deliberates the proposals related to this transaction, the related directors shall withdraw from voting according to law.
3、 The report on Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) prepared by the company for this transaction and its abstract, as well as the relevant transaction agreements and supplementary agreements to be signed with the counterparty, comply with the provisions of relevant national laws, regulations and normative documents.
4、 This transaction has hired relevant intermediaries to issue audit reports, review reports and evaluation reports, and relevant intermediaries have professional qualifications to engage in audit and evaluation.
5、 The transaction amount of this issuance of shares to purchase assets is based on the evaluation results issued by the evaluation institution with securities business qualification and filed by the state-owned assets supervision and administration department. After negotiation and determination by all parties to this transaction, the transaction pricing is fair and reasonable and does not harm the interests of small and medium-sized investors of the company.
6、 In this transaction, the method of determining the price of shares issued by the company complies with the provisions of relevant national laws, regulations, rules and normative documents.
7、 The impact analysis and filling measures of the company’s transaction on the immediate return and the commitments of relevant subjects are legal, compliant and feasible, which is conducive to protecting the legitimate rights and interests of minority shareholders.
8、 This transaction is conducive to further improve the quality of the company’s assets, improve the company’s financial situation, enhance sustainable profitability, contribute to the company’s long-term development and enhance its anti risk ability, and is in line with the long-term interests and overall interests of the company and all shareholders.
9、 In this transaction, Zhaojin group and its persons acting in concert meet the conditions for exemption from making an offer. The exemption from making an offer does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders, and complies with the relevant provisions of Article 63 of the administrative measures for the acquisition of listed companies.
10、 According to relevant laws, regulations and the articles of association, authorizing the board of directors to handle matters related to this transaction is conducive to the efficient and orderly implementation of the specific work of this transaction. The specific authorization content and authorization period comply with relevant laws and the articles of association.
Based on the above opinions, we agree to submit the proposals and documents related to this transaction, such as the report on Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft)), to the 20th session of the 4th board of directors of the company for deliberation.
It is hereby announced.
Independent directors: Yan Haifeng, Meng Xiaojun, Tan Yue Baoding Technology Co.Ltd(002552) board of directors March 17, 2022
