Baoding Technology Co.Ltd(002552) board of directors
Notes on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted in this reorganization
Baoding Technology Co.Ltd(002552) (hereinafter referred to as "the company") intends to issue shares to the counterparty Zhaoyuan Yongyu Electronic Materials Co., Ltd., Shandong Zhaojin Group Co., Ltd., Qingdao Xiangdui Hony Investment Management Center (limited partnership), Shenzhen Guoyu enterprise management partnership (limited partnership), Kunshan Qixin Weili equity investment partnership (limited partnership) Zhaoyuan Junhao Investment Service Center (general partnership), Shandong Junjia new materials Co., Ltd., Huang Baoan, Tianjin Yongyu enterprise management partnership (limited partnership), Tianjin Zhizao enterprise management partnership (limited partnership), Tianjin Runfeng enterprise management partnership (limited partnership), Tianjin Runchang enterprise management partnership (limited partnership) Tianjin Yufeng enterprise management partnership (limited partnership) purchases 63.87% of the total equity of Shandong Jinbao Electronics Co., Ltd. and issues shares to Zhaojin Nonferrous Mining Co., Ltd. to raise supporting funds (hereinafter referred to as "this major asset reorganization" or "this reorganization").
1、 Notes on the completeness and compliance of legal procedures for the performance of this reorganization
(I) the company has fulfilled the corresponding information announcement procedures to Shenzhen Stock Exchange in accordance with the relevant provisions of Shenzhen Stock Exchange.
(II) the company has timely taken strict confidentiality measures, formulated strict and effective confidentiality system, and signed confidentiality agreement with relevant parties.
(III) the company has registered the insiders involved in the reorganization and submitted the list of insiders to Shenzhen Stock Exchange.
(IV) in accordance with the requirements of relevant laws, regulations and normative documents, the company has prepared the plan for Baoding Technology Co.Ltd(002552) issuing shares to buy assets and raising supporting funds and related party transactions and its abstract, and the report on Baoding Technology Co.Ltd(002552) issuing shares to buy assets and raising supporting funds and related party transactions (Draft) and its abstract.
(V) excluding the influence of market factors and industry sector factors, the cumulative rise and fall of the company's share price within 20 trading days before the release of sensitive and important information is no more than 20%, and there is no abnormal fluctuation.
(VI) on September 28, 2021, the state owned assets supervision and Administration Commission of Yantai Municipal People's government issued the opinions of the preliminary review meeting on Baoding Technology Co.Ltd(002552) major asset restructuring and non-public development of shares, and agreed to the transaction plan in principle.
(VII) on October 9, 2021, the company held the 17th meeting of the 4th board of directors, and the proposal on Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising supporting funds and related party transactions plan "and its summary were deliberated and adopted item by item after the withdrawal of related directors. The independent directors expressed their prior approval and independent opinions on the reorganization. On the same day, the company disclosed Baoding Technology Co.Ltd(002552) the general risk warning announcement on issuing shares to purchase assets and raising matching funds and related party transactions.
(VIII) on March 15, 2022, the company held the 20th meeting of the 4th board of directors, and the proposal on Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising supporting funds and related party transactions report (Draft) and its summary and other relevant proposals were deliberated and adopted item by item after the withdrawal of the related directors. The independent directors expressed their prior approval and independent opinions on the reorganization. On the same day, the company disclosed the general risk warning announcement on issuing shares to purchase assets and raising supporting funds and related party transactions.
(IX) 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 and other relevant laws, regulations, rules and normative documents, as well as the provisions of the articles of association, the restructuring still needs to obtain the following approval or authorization:
1. The company held a general meeting of shareholders to approve the transaction;
2. The state owned assets supervision and Administration Department of the controlling shareholder of the company approved the transaction;
3. This transaction was approved by the review committee of mergers and acquisitions of listed companies of China Securities Regulatory Commission.
To sum up, the company has performed the necessary legal procedures for matters related to this reorganization 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 measures for the administration of information disclosure of listed companies and other relevant laws, regulations, normative documents and the articles of association, Such legal procedures are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
In accordance with the provisions of the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022), the board of directors and all directors of the company make the following statements and guarantees: there are no false records in the legal documents submitted for this restructuring Misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the above-mentioned documents.
In conclusion, the board of directors of the company believes that the legal procedures for the performance of this reorganization are complete, in line with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the relevant legal documents are legal and valid.
It is hereby explained.
Baoding Technology Co.Ltd(002552) board of directors March 17, 2022
