Citic Securities Company Limited(600030)
about
Baoding Technology Co.Ltd(002552)
Industrial policy and transaction type of this transaction
of
Special verification opinions
Independent financial advisor
Date of signature: March 2022
Baoding Technology Co.Ltd(002552) (hereinafter referred to as "the company", "listed company" or " Baoding Technology Co.Ltd(002552) ") intends to issue shares to purchase assets and raise matching 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) " or "the independent financial adviser") as the independent financial adviser for the major asset reorganization of the listed company, according to the implementation plan of the separate channel system for examination and approval of mergers and acquisitions issued by the CSRC The industrial policies and transaction types of this transaction have been verified in accordance with the requirements of the notice on cooperating with the work related to the separation system of M & A Review issued by Shenzhen Stock Exchange. The details are as follows:
1、 Whether the industry or enterprise involved in this transaction belongs to the industry or enterprise that focuses on supporting the promotion of merger and reorganization determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the existing R & D, production and sales of castings and forgings of listed companies belong to the "C34 general equipment manufacturing industry" of "C manufacturing industry", It is not an industry or enterprise that focuses on supporting the promotion of merger and reorganization, such as "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization", as determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology; The main business of Jinbao electronics is the production, R & D and sales of electronic copper foil and copper clad laminate, which belongs to "C39 computer, communication and other electronic equipment manufacturing industry" of "C manufacturing industry", It belongs to industries or enterprises that focus on supporting the promotion of merger and reorganization, such as "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization", as determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology. After verification, The independent financial adviser believes that the target enterprise involved in this transaction belongs to the "leading enterprise in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions.
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 type involved in this major asset belongs to the same industry or upstream and downstream M & A
Including free forgings, die forgings and steel castings, which belong to "C34 general equipment manufacturing industry" of "C manufacturing industry". The target company Jinbao electronics is mainly engaged in the R & D, production and sales of electronic copper foil and copper clad laminate, belonging to "C39 computer, communication and other electronic equipment manufacturing industry" of "C manufacturing industry".
After verification, the independent financial adviser believes that this transaction does not belong to M & A in the same industry and upstream and downstream M & A.
2. Does this major asset restructuring constitute a reorganization and listing
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 the issuance of shares to purchase assets, 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 proportion of voting rights according to the governance structure of Jinbao electronics, which had no significant impact on the daily business activities of Jinbao electronics. In addition, China Merchants Group has no affiliated relationship with 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
Total project assets, net transaction assets and transaction consideration, operating income, number of shares issued, consideration, whichever is higher, whichever is higher
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. "
3、 Does this major asset restructuring involve the issuance of shares
According to the major asset restructuring plan, the listed company plans to purchase 63.87% equity of Jinbao electronics held by Yongyu electronics, China Merchants Group and other counterparties by issuing shares and raise supporting funds.
After verification, the independent financial adviser believes that this major asset restructuring involves the issuance of shares.
4、 Is there any case of a listed company that has not been closed by the CSRC
According to the confirmation of the listed company and the results of the independent financial consultant's inquiry of relevant public information, the independent financial consultant believes that as of the date of issuance of this verification opinion, the listed company has not been filed and audited by the CSRC and has not been closed.
5、 Other matters required by CSRC or Shenzhen Stock Exchange
None.
(no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) special verification opinions on Baoding Technology Co.Ltd(002552) the industrial policies and transaction types of this transaction) the sponsor of the independent financial adviser
Feng Xinzheng, Zhang Xin, Zhang Zihui Citic Securities Company Limited(600030) MM DD YY
