Stock Code: Baoding Technology Co.Ltd(002552) stock abbreviation: Baoding Technology Co.Ltd(002552) listing place: Shandong Zhaojin Group Co., Ltd. of Shenzhen Stock Exchange
Summary of acquisition Report
Name of listed company: Baoding Technology Co.Ltd(002552) place of stock listing: Shenzhen Stock Exchange
Stock abbreviation: Baoding Technology Co.Ltd(002552)
Stock Code: Baoding Technology Co.Ltd(002552)
Purchaser: Shandong Zhaojin Group Co., Ltd
Address and mailing address: Building 1, No. 118 Wenquan Road, Zhaoyuan City, Yantai City, Shandong Province
Acting in concert: Zhaojin nonferrous metals mining Co., Ltd
Address and mailing address: Building 1, No. 118 Wenquan Road, Zhaoyuan City, Yantai City, Shandong Province
Date of signature: March, 2002
Statement of the acquirer and its persons acting in concert
1、 The summary of this report is based on 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 the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Acquisition Report of listed companies and other relevant laws Prepare relevant provisions of laws and regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, the summary of this report has fully disclosed the shares in which the acquirer and its acting parties have interests in Baoding Technology Co.Ltd(002552) Baoding Technology Co.Ltd(002552) . As of the signing date of the summary of this report, except for the shareholding information disclosed in the summary of this report, the acquirer and its persons acting in concert have not owned interests in Baoding Technology Co.Ltd(002552) by any other means.
3、 The summary of this report signed by the acquirer and its persons acting in concert has obtained the necessary authorization and approval, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the acquirer and its persons acting in concert.
4、 The new shares issued by Baoding Technology Co.Ltd(002552) to the acquirer and its persons acting in concert must be approved by Yantai SASAC, the general meeting of shareholders of listed companies and the CSRC. This acquisition has triggered the obligation of tender offer. According to the relevant provisions of the administrative measures for the acquisition of listed companies, the general meeting of Baoding Technology Co.Ltd(002552) shareholders is still required to exempt the acquirer and its persons acting in concert from the obligation of tender offer involved in this transaction. Whether the transaction can obtain the above approval and the approval time are uncertain.
5、 This acquisition is based on the information stated in the summary of this report. Except for the acquirer and its persons acting in concert and the professional institutions hired, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
6、 The purchaser and its persons acting in concert promise that there are no false records, misleading statements or major omissions in the summary of this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 Introduction to the acquirer and its persons acting in concert Section III acquisition decision and acquisition purpose Section IV acquisition method Section 5 exemption from making an offer thirty-six
Section I interpretation
Unless otherwise specified, the following abbreviations have the following specific meanings in the summary of this report:
The summary of this report refers to the summary of the acquisition report of Shandong Zhaojin Group Co., Ltd
Baoding Technology Co.Ltd(002552) . Listed company refers to Baoding Technology Co.Ltd(002552)
Zhaojin group and acquirer refer to Shandong Zhaojin Group Co., Ltd., which is the controlling shareholder of the listed company and the counterparty of this transaction
Zhaojin nonferrous metals and persons acting in concert refer to Zhaojin nonferrous metals mining Co., Ltd., a wholly-owned subsidiary of Zhaojin group
The target company and Jinbao electronics refer to Shandong Jinbao Electronics Co., Ltd
The subject matter and underlying assets of the transaction refer to 63.87% equity of Shandong Jinbao Electronics Co., Ltd
Changlin industry refers to Zhaoyuan Changlin Industry Co., Ltd., the shareholder of the target company
Yongyu electronics refers to Zhaoyuan Yongyu Electronic Materials Co., Ltd., the shareholder of the target company and the counterparty of this transaction
Zhaojin group refers to Shandong Zhaojin Group Co., Ltd., which is the controlling shareholder of the listed company, the shareholder of the target company and the counterparty of this transaction
Shandong Junjia refers to Shandong Junjia New Material Co., Ltd., the shareholder of the target company and the counterparty of this transaction
Zhaoyuan Junhao refers to Zhaoyuan Junhao Investment Service Center (general partnership), the shareholder of the target company and the counterparty of this transaction
Qingdao Xiangdui refers to Qingdao Xiangdui Hony Investment Management Center (limited partnership), the shareholder of the target company and the counterparty of this transaction
Shenzhen Guoyu refers to Shenzhen Guoyu enterprise management partnership (limited partnership), the shareholder of the target company and the counterparty of this transaction
Kunshan Qixin refers to Kunshan Qixin Weili equity investment partnership (limited partnership), the shareholder of the target company and the counterparty of this transaction
Tianjin Yongyu refers to Tianjin Yongyu enterprise management partnership (limited partnership), the shareholder of the target company and the counterparty of this transaction
Tianjin Zhizao refers to Tianjin Zhizao enterprise management partnership (limited partnership), the shareholder of the target company and the counterparty of this transaction
Tianjin Runfeng refers to Tianjin Runfeng enterprise management partnership (limited partnership), the shareholder of the target company and the counterparty of this transaction
Tianjin Runchang refers to Tianjin Runchang enterprise management partnership (limited partnership), the shareholder of the target company and the counterparty of this transaction
Tianjin Yufeng refers to Tianjin Yufeng enterprise management partnership (limited partnership), the shareholder of the target company and the counterparty of this transaction
Baoding Technology Co.Ltd(002552) with the issuance of shares as the consideration payment, the principal group, Qingdao Xiangdui, Shenzhen Guoyu, Kunshan Qixin, Zhaoyuan Junhao, Shandong zhijunjia, Huang Baoan, Tianjin Yongyu, Tianjin Zhizao, Tianjin Runfeng, Tianjin Runchang Tianjin Yufeng and other counterparties purchase the target assets they hold in total, and raise supporting funds from the non-public offering of shares of Zhaojin nonferrous metals
The agreement of Baoding Technology Co.Ltd(002552) and Zhaoyuan Yongyu Electronic Materials Co., Ltd., Shanyi refers to the agreement of dongzhaojin Group Co., Ltd. on the purchase of assets by issuing shares of Shandong Jinbao Electronics Co., Ltd
Subscription agreement refers to the non-public development bank share subscription agreement between Baoding Technology Co.Ltd(002552) and Shandong Zhaojin Group Co., Ltd
Performance commitment and compensation agreement refers to the performance commitment and compensation agreement between Baoding Technology Co.Ltd(002552) and Zhaoyuan Yongyu Electronic Materials Co., Ltd. and Shandong Zhaojin Group Co., Ltd
The last three years refer to 2019, 2020 and 2021
Yantai SASAC refers to the state owned assets supervision and Administration Commission of Yantai Municipal People's government
Zhaoyuan state owned assets supervision and Administration Bureau refers to Zhaoyuan state owned assets supervision and Administration Bureau
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC and CSRC refer to China Securities Regulatory Commission
M & a committee refers to the M & A Review Committee of listed companies of China Securities Regulatory Commission
Ministry of Commerce means the Ministry of Commerce of the people's Republic of China
National Development and Reform Commission refers to the national development and Reform Commission of the people's Republic of China
MIIT refers to the Ministry of industry and information technology of the people's Republic of China
Yantai SASAC refers to the state owned assets supervision and Administration Commission of Yantai Municipal People's government
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Unless otherwise specified, all values in the summary of this report retain two decimal places. If the sum of the values of each sub item is inconsistent with the mantissa of the total, it is caused by rounding.
Section II introduction to the acquirer and its persons acting in concert
1、 Zhaojin group
(I) basic information of China Merchants Group
Company name: Shandong Zhaojin Group Co., Ltd
Enterprise type: limited liability company (state-owned holding)
The registered capital is 120 million yuan
Registered address: Building 1, No. 118 Wenquan Road, Zhaoyuan City, Yantai City, Shandong Province
Legal representative Weng Zhanbin
Date of establishment: June 28, 1992
Unified social credit code 91370685165236898m
Gold exploration (the term of validity is subject to the license). Investing with its own funds; Manufacturing and repair of mining machinery; Planting and sales of economic forest seedlings; Fruit tree planting; Fruit purchase and sales; Production and sales of plastic products, xanthate for flotation, stone, mining electromechanical equipment, wires and cables; Purchase, sale and processing of gold and silver; Import and export of goods and technology; Experimental development and technical promotion services of mining, beneficiation, cyanogen, metallurgy, engineering exploration and water treatment; Promotion services and consulting services of new materials, new processes and energy-saving technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Mailing address: Zhaojin building, No. 118 Wenquan Road, Zhaoyuan City, Yantai City, Shandong Province
Tel.: 05358227536
(II) controlling shareholder and actual controller of China Merchants Group
As of the signing date of the summary of this report, the equity control relationship diagram of China Merchants Group is as follows:
Zhaoyuan SASAC holds 90% of the equity of Zhaojin group, and the controlling shareholder of Zhaojin group is Zhaoyuan SASAC. Zhaoyuan Municipal People's Government authorizes the state owned assets supervision and Administration Bureau of Zhaoyuan to perform the responsibilities of investor to Zhaoyuan group on behalf of Zhaoyuan Municipal People's government, and the actual controller of Zhaoyuan group is Zhaoyuan Municipal People's government.
(III) main businesses of China Merchants Group and its financial status in recent three years
1. Main business of Zhaojin group
Zhaojin group is a mining group company integrating exploration, mining and beneficiation, smelting, intensive processing, terminal sales and investment transactions, and developing multiple industries and formats such as mining and deep processing industry at the same time. The development has formed three major industrial structures: mining industry led by Zhaojin gold industry, deep processing industry led by Zhaojin refining and other industries.
The gold production of Zhaojin group has a complete industrial chain integrating "exploration, mining and beneficiation, cyanide smelting, refining, gold and silver products processing and terminal sales". The gold business products of Zhaojin group mainly include finished gold (mineral gold), gold concentrate, gold finishing products (refined gold) and gold and silver jewelry. Among them, mineral gold is the standard gold (self-produced gold) produced by the smelting of gold ore mined by the mining enterprises under Zhaojin group, as well as the gold produced by some purchased ores and some by-products. The gross profit margin of this business is high, which is the main profit source of Zhaojin group. The commercial sector of Zhaojin group mainly includes various commercial services such as gold and silver jewelry retail, precious metal trade, import and export and so on.
As of the signing date of the summary of this report, the basic information of the main subsidiaries of China Merchants Group is as follows:
Serial number enterprise name registered capital shareholding mode contribution proportion main business
(10000 yuan) (%)
1 Shandong Zhaojin group Zhaoyuan gold smelting 8600 direct 100.00 gold and silver smelting, electrolytic copper
