Citic Securities Company Limited(600030)
About Baoding Technology Co.Ltd(002552)
This reorganization does not constitute the verification opinion of reorganization and listing
Baoding Technology Co.Ltd(002552) (hereinafter referred to as "listed company" or "company") intends to issue shares to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as "this transaction").
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "independent financial consultant") as the independent financial consultant of the listed company for this transaction, according to the provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), on whether this transaction constitutes the reorganization and listing specified in Article 13 of the measures for the administration of restructuring, Check and make the following comments:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of reorganization stipulates: "if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of these measures: (I) The total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial accounting report in the previous fiscal year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. " 2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
On September 18, 2019, Shandong Zhaojin Group Co., Ltd. (hereinafter referred to as "Zhaojin group") signed the share transfer agreement with Zhu Lixia, Qian Yuying, Zhu Baosong, Baoding Wanqi Group Co., Ltd. and Hangzhou Yuanding Investment Management Co., Ltd., and transferred Zhu Lixia, Qian Yuying, Zhu Baosong, Baoding Wanqi Group Co., Ltd Hangzhou Yuanding Investment Management Co., Ltd. holds 91563500 ordinary shares of listed companies, accounting for 29.90% of the total share capital of listed companies.
On January 6, 2020, Zhaojin group made an offer to acquire 24498600 shares of Baoding Technology Co.Ltd(002552) non tradable shares, accounting for 8.00% of the total share capital of the company. After the tender offer is completed, Zhaojin group holds 37.90% of the shares of the listed company, Zhaojin group becomes the controlling shareholder of the listed company, and Zhaoyuan Municipal People's government becomes the actual controller of the listed company.
The controlling shareholder of Shandong Jinbao Electronics Co., Ltd. (hereinafter referred to as "Jinbao Electronics"), the subject company of this transaction, is Zhaoyuan Changlin Industrial Co., Ltd. (hereinafter referred to as "Changlin industry"), and its actual controller is Li Linchang, who passes through Changlin industry Zhaoyuan Yongyu Electronic Materials Co., Ltd. (hereinafter referred to as "Yongyu Electronics") holds 72.09% of the shares of Jinbao electronics, and Zhaojin group, as the third largest shareholder of the target company, holds 8.78% of the shares of Jinbao electronics.
This transaction involves the listed company purchasing 8.78% shares of Jinbao electronics from Zhaojin group. Jinbao electronics is a joint-stock company of Zhaojin group. Before this transaction, Zhaojin group only supervised and managed the major matters of Jinbao Electronics' operation and management according to the corporate governance structure of Jinbao electronics and the proportion of voting rights, which had no significant impact on the daily business activities of Jinbao electronics. In addition, No affiliated relationship exists between China Merchants Group and other counterparties of this transaction, and the target company is not an enterprise controlled by China Merchants Group and its affiliated parties.
According to Article 13 of the reorganization management measures, this transaction purchases 8.78% of the shares of the target company held by Zhaojin group, which constitutes Baoding Technology Co.Ltd(002552) self-control, and purchases assets from the acquirer and its affiliates within 36 months from the date of change. By calculating the total assets, operating income, net assets and other financial indicators corresponding to the 8.78% shares of Jinbao electronics purchased by the listed company from Zhaojin group, compare them with the relevant financial indicators of the year before the change of control of the listed company. The details are as follows:
Unit: 10000 yuan / share
Total assets, net assets and number of shares issued, transaction consideration, transaction consideration, operating revenue
High value high value
Jinbao electronics 353523521197357531816150102689322
Held by Zhaojin group
Jinbao electronics 8.78% 31050131051645279442714120862 shares
Total project assets net assets operating income total equity
Listed companies 7274874662561334037103062338
Proportion: 42.68%, 15.87%, 82.10%, 4.61%
Note: according to the relevant provisions of Article 13 of the reorganization management measures, the above calculation is based on the audited financial data of 2019, the fiscal year before the change of Baoding Technology Co.Ltd(002552) control, and the corresponding indicators of Jinbao electronics are calculated based on the corresponding part of 8.78% shares held by China Merchants group.
According to the above calculation results, the above financial indicators of the assets purchased by the listed company from Zhaojin group do not exceed 100% of the audited financial indicators of the year before the change of control of the listed company. This transaction does not constitute reorganization and listing.
As of the date of issuance of this verification opinion, there are no relevant arrangements, commitments, agreements, etc. for the listed company to change its control right and further adjust its main business after the completion of this transaction. Li Linchang, the actual controller of Yongyu electronics, the counterparty, has issued the letter of commitment on not seeking control of listed companies:
"I fully recognize and respect the status of Shandong Zhaojin Group Co., Ltd. as the controlling shareholder of the listed company and Zhaoyuan Municipal People's government as the actual controller of the listed company. There is no intention to seek control of the listed company in this reorganization; I and the subject I control will not participate in the subscription of the raised supporting funds in any direct or indirect way After the completion of the transaction, during the period when Shandong Zhaojin Group Co., Ltd. controls the listed company, I and the subject under my control will not actively seek the control and holding position of the listed company, or actively expand the proportion of voting rights in the listed company by means of entrusted voting, agreement arrangement and unanimous action, nor will I actively cooperate with other shareholders of the listed company and their related parties The persons acting in concert shall sign the agreement on concerted action, the agreement on entrusted voting or reach similar arrangements for the purpose of seeking the control of the listed company, so as to seek or assist others to seek the status of the actual controller of the listed company. "
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) opinions on the verification that Baoding Technology Co.Ltd(002552) this reorganization does not constitute reorganization and listing)
Feng Xinzheng, Zhang Xin, Zhang Zihui
Citic Securities Company Limited(600030) mm / DD / yyyy
