Baoding Technology Co.Ltd(002552) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration 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”). This transaction constitutes a major asset restructuring and related party transactions.
The board of directors of the company has carefully analyzed and judged whether this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), and the board of Directors believes that:
1、 This transaction complies with the relevant provisions of Article 11 of the reorganization management measures
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust.
2. The completion of this transaction will not cause the company to fail to meet the conditions for stock listing.
3. The asset pricing involved in this transaction is based on fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders.
4. The ownership of the assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal.
5. This transaction is conducive to enhancing the company’s ability of sustainable operation, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization.
6. This transaction is conducive to the company’s continued independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of the company. 7. This transaction is conducive to the company to maintain a sound and effective corporate governance structure.
2、 This transaction complies with the relevant provisions of Article 43 of the reorganization management measures
1. This transaction is conducive to improving the asset quality of the listed company, improving the financial situation and enhancing the sustainable profitability; This transaction will not lead to new major related party transactions and horizontal competition of listed companies, which is conducive to regulating related party transactions, avoiding horizontal competition and enhancing independence of listed companies.
2. The company’s financial and accounting report for the most recent year was issued with an unqualified audit report by a certified public accountant.
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or under investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
4. The assets purchased by the company in this exchange are operating assets with clear ownership, and can complete the ownership transfer procedures within the agreed time limit.
5. There is no violation of other conditions stipulated by the China Securities Regulatory Commission in this transaction. In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
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(there is no text on this page, which is the signature page of the Baoding Technology Co.Ltd(002552) board of directors’ statement that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies) Baoding Technology Co.Ltd(002552) board of directors March 17, 2022
