Citic Securities Company Limited(600030)
about
Baoding Technology Co.Ltd(002552)
"Performance change" before major asset restructuring or there are matters related to the proposed acquisition of assets in this restructuring
of
Special verification opinions
Independent financial advisor
March, 2002
Baoding Technology Co.Ltd(002552) (hereinafter referred to as " Baoding Technology Co.Ltd(002552) " or "listed company") intends to issue shares to purchase 63.87% shares of Shandong Jinbao Electronics Co., Ltd., and raise supporting funds and related party transactions (hereinafter referred to as "this reorganization" or "this transaction").
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " independent financial consultant ") is entrusted by the listed company to act as the independent financial consultant of the listed company in this restructuring. In accordance with the relevant requirements of the guidelines for the application of regulatory rules - listing class No. 1 issued by the China Securities Regulatory Commission on July 31, 2020, and in accordance with the generally recognized business standards and ethics in the securities industry, the independent financial adviser shall be honest, trustworthy, diligent and responsible, This verification opinion is issued after due diligence and careful verification of relevant declaration and disclosure documents of listed companies. Unless otherwise specified, the abbreviations and definitions quoted in this verification opinion are the same as those in the report on Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft). The specific verification procedures, verification conditions and verification conclusions are as follows: I. performance of commitments after Baoding Technology Co.Ltd(002552) listing, and whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments (I) verification procedures
The independent financial consultant has obtained the written confirmation of Baoding Technology Co.Ltd(002552) and its controlling shareholders, Baoding Technology Co.Ltd(002552) public disclosure documents, and inquired the website of the CSRC（ http://www.c
Baoding Technology Co.Ltd(002552) since the listing to the date of issuance of this verification opinion, Baoding Technology Co.Ltd(002552) and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers have made the following public commitments and performance:
Commitment items commitment content commitment time commitment performance period
The company intends to acquire Baoding Technology Co.Ltd(002552) 8% of the shares by tender offer, and will become the controlling shareholder of Baoding Technology Co.Ltd(002552) upon completion of this acquisition
As the controlling shareholder of Baoding Technology Co.Ltd(002552) guarantee the independence of Baoding Technology Co.Ltd(002552) in terms of personnel, finance, assets, business and organization:
(I) guarantee the independence and integrity of Baoding Technology Co.Ltd(002552) assets. After this equity change, the listed company still owns all its assets
Complete and independent ownership, strictly separated from the assets of the company, completely independent operation, no mixed operation and asset uncertainty
Clarify the situation of the company's occupation of funds or assets. (II) ensure the independence of Baoding Technology Co.Ltd(002552) personnel. Completion of this equity change
After, the listed company will continue to have independent and complete labor and personnel management systems, which are completely independent of the company: 1
Ensure that the senior managers of the listed company are not in the company and its wholly-owned subsidiaries or holding companies other than the listed company
Hold other positions except directors and supervisors. 2. Ensure that the listed company has a complete and independent labor, personnel and salary management system,
These systems are completely independent from the company and other enterprises controlled by the company. 3. Ensure that the company is recommended as a listed company
The selection of directors, supervisors and senior managers of the acquisition and reporting company is carried out through legal procedures, and the company does not interfere with the board of directors of listed companies indirectly or indirectly
The board of directors or the shareholders' meeting shall exercise its functions and powers to make decisions on personnel appointment and removal. (III) guarantee the financial independence of Baoding Technology Co.Ltd(002552) . 1. Guarantee listed public direct holding
Change report China Merchants Group and its controlled subsidiaries continue to maintain an independent financial and accounting department, operate an independent accounting system and independent finance, and have the management system made in Baoding's normal performance in November 2019. 2. Ensure that the listed company and its controlled subsidiaries can make independent financial decisions and do not interfere with the use of funds promised in the science and technology stock bank on May 20 of the listed company. 3. Ensure that the listed company and its controlled subsidiaries continue to maintain independent bank accounts, and there is no time period with the company
Shared bank accounts. 4. Ensure that the listed company and its controlled subsidiaries pay taxes independently according to law.
(IV) guarantee Baoding
Independent technology business. 1. Ensure that the listed company has assets, personnel and
Qualification and the ability to independently face the market and operate independently, and the production, supply and marketing links do not depend on the company. 2. Guarantee
Strictly control related party transactions and minimize the listed company and its controlled subsidiaries and the company and its related companies
Continuous connected transactions between. Put an end to the illegal occupation of funds and assets of listed companies. For unavoidable related transactions
Yi will set prices based on the principles of fairness, impartiality and openness. Meanwhile, major connected transactions shall be handled in accordance with the articles of association of listed companies and Shenzhen
Fulfill the obligation of information disclosure and handle relevant approval procedures in accordance with the provisions of relevant laws and regulations such as the stock listing rules of the stock exchange,
Timely disclosure of relevant information. 3. Guarantee not to exercise shareholders' rights by acting alone or in concert
In any way, interfere with the major decision-making matters of the listed company and affect the assets, personnel, finance, institutions and business of the listed company
Independence of. (V) ensure the independence of Baoding Technology Co.Ltd(002552) organization. 1. Ensure that Baoding Technology Co.Ltd(002552) continues to maintain a sound corporate governance of the joint stock company
Commitment items commitment content commitment time commitment performance period
It has an independent and complete organizational structure, and there is no institutional confusion with the company and other enterprises controlled by the company
The same situation. 2. Ensure that the general meeting of shareholders, the board of directors, the board of supervisors and senior managers of Baoding Technology Co.Ltd(002552) are in accordance with laws and regulations
The articles of association shall exercise functions and powers independently.
The company plans to acquire Baoding Technology Co.Ltd(002552) 8% of the shares by tender offer. The commitment to avoid horizontal competition: 1. Before this transaction, the acquirer and indirect or
There is no horizontal competition between the business of its related parties and the listed company. 2. After the completion of this transaction, during the period of indirectly or directly holding the shares of Baoding Technology Co.Ltd(002552) in November 2019 and directly holding the shares of Baoding Technology Co.Ltd(002552) in normal performance, the acquirer and its related parties guarantee that they will not participate in any business or activity competing with Baoding Technology Co.Ltd(002552) existing business structure on November 20, and will not produce Develop any technology shares that compete or may compete with Baoding Technology Co.Ltd(002552) existing products
Competing products. Ticket period
The company plans to acquire Baoding Technology Co.Ltd(002552) 8% of the shares by tender offer. The commitments on reducing and standardizing related party transactions are as follows: 1. Before this transaction, the company will receive
There is no connected transaction between the purchaser and the enterprise actually controlled by the purchaser and the listed company, or there is no indirect or indirect transaction that should be disclosed in accordance with laws and regulations
Related party transactions. 2. After the completion of this transaction, the acquirer and the enterprises under its actual control will avoid direct holding with the listed company as far as possible
Related party transactions between. If the acquirer and the enterprise under its actual control cannot avoid or have reasonable reasons to have related party transactions with the listed company and its subsidiaries with normal shares of Baoding in November 2019, the acquirer or the enterprise under its actual control will follow the openness, fairness and On June 20, the technology stock bank conducted transactions at fair and reasonable market prices in accordance with the principle of impartiality, and performed the related party bill delivery period in accordance with the provisions of relevant laws and regulations
Easy decision-making procedures, fulfill the obligation of information disclosure according to law, and ensure that the legitimate rights of listed companies and their shareholders are not damaged through related party transactions
Benefits.
Baoding Technology Co.Ltd(002552)
At the time of refinancing, its shareholders and related parties did not directly or indirectly provide financial assistance to the manager of the asset management plan and the client of the asset management plan, or supplement the normal performance in March 2016 on locking Zhu Baosong and Zhu compensation. Lixia, etc
In order to effectively implement the filling measures taken by Zhu Bao, the undertaking shareholder of the matter, in order to dilute the immediate return of the company's non-public offering, the controlling shareholder of the company, jienuosong and Zhu Lixia, the actual controller of the company in March 2016, promise as follows: I will not interfere with the operation and management activities of the company beyond my authority and will not encroach on the interests of the company. August 22
As an enterprise controlled by Baoding Technology Co.Ltd(002552) actual controller, Baoding Wanqi company promises as follows: the company and its related parties have not directly or indirectly provided financial assistance or compensation to the manager who normally performed the group's limited management plan in March 2016 and the client of the asset management plan. March 22
Commitment Item commitment content commitment time commitment performance period
