Baoding Technology Co.Ltd(002552) board of directors
Prudential judgment that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
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").
The board of directors of the listed company made a prudent judgment on whether the transaction plan complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the China Securities Regulatory Commission, as follows:
1. The underlying asset of this transaction is 63.87% of the shares of Shandong Jinbao Electronics Co., Ltd. (hereinafter referred to as "the underlying company"), which does not involve the approval of project approval, environmental protection, industry access, land use, planning, construction and other related matters. The examination and approval items involved in this transaction include but are not limited to the asset appraisal report involved in this transaction being filed by the competent State-owned Assets Supervision and administration department, the counterparty agreeing to the formal plan of this transaction, the listed company reconvening the board of directors and the board of supervisors to review and approve this transaction plan, the approval of this transaction by the state-owned assets supervision and administration department The general meeting of shareholders of the listed company approved the transaction plan and the China Securities Regulatory Commission approved the transaction. The approval matters and procedures related to this transaction have been disclosed in detail in the plan for Baoding Technology Co.Ltd(002552) issuing shares to buy assets and raising supporting funds and related party transactions and the report on Baoding Technology Co.Ltd(002552) issuing shares to buy assets and raising supporting funds and related party transactions (Draft), and special tips have been given on the risks that may or may not be approved.
2. Before the announcement of the first resolution of the board of directors of this transaction, the counterparty legally owns the underlying assets, the ownership of the underlying assets is free from defects, and there is no situation affecting the delivery or transfer of the underlying assets.
3. The underlying assets of this transaction are 63.87% of the shares of the underlying company, and the underlying company does not have any situation in which its shareholders' capital contribution is untrue or its legal existence is affected. After the completion of this transaction, the listed company will hold 63.87% of the shares of the target company, and the target company will become the holding subsidiary of the listed company.
4. After the completion of this transaction, the target company will become the holding subsidiary of the listed company, which is conducive to expanding the business scope of the listed company, enhancing the anti risk ability of the listed company and improving the comprehensive competitiveness of the listed company. After the completion of this transaction, the listed company can continue to maintain the necessary independence in terms of personnel, procurement, production, sales and intellectual property rights.
5. This transaction is for listed companies to purchase 63.87% of the shares of the target company with strong sustainable profitability. This transaction is conducive to improving the asset quality of the listed company, improving the financial situation, enhancing the sustainable profitability and the long-term development of the listed company.
In addition, Shandong Zhaojin Group Co., Ltd., the controlling shareholder of the listed company, has issued relevant commitments to maintain the independence of the listed company on this transaction. Therefore, this transaction is conducive to the listed company to continue to enhance its independence. To sum up, the board of directors of the listed company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the China Securities Regulatory Commission.
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(there is no text on this page, which is the signature page of the prudence judgment of Baoding Technology Co.Ltd(002552) board of directors on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies) Baoding Technology Co.Ltd(002552) board of directors March 17, 2022
