Baoding Technology Co.Ltd(002552) independent director
Independent opinions on matters related to the 20th meeting of the Fourth Board of directors
Baoding Technology Co.Ltd(002552) (hereinafter referred to as “listed company” or “company”) intends to purchase 63.87% shares of Shandong Jinbao Electronics Co., Ltd. (hereinafter referred to as “Jinbao Electronics”) by issuing shares and raise supporting funds (hereinafter referred to as “this transaction”).
In accordance with 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 major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws Regulations, normative documents and the provisions of Baoding Technology Co.Ltd(002552) articles of association, as independent directors of the company, we, based on the attitude of seeking truth from facts, serious and responsible, and independent judgment, carefully reviewed the draft of the company’s share issuance, purchase of assets, raising of supporting funds and related transactions and other relevant documents, Independent opinions on matters related to this transaction of the company are as follows:
1. Before being submitted to the 20th meeting of the 4th board of directors of the listed company for deliberation, the relevant proposals of this transaction have been approved in advance by all independent directors of the listed company, and have been deliberated and adopted by the 20th meeting of the 4th board of directors of the listed company. The convening, convening and voting procedures and methods of this meeting of the board of directors comply with relevant laws Regulations and provisions of Baoding Technology Co.Ltd(002552) articles of association.
2. Listed companies are not allowed to issue shares privately as stipulated in relevant laws, regulations and normative documents, and comply with 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 major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other relevant laws The substantive conditions of this transaction stipulated by laws and regulations and normative documents.
3. The transaction plan and relevant agreements signed comply with 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 major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws According to the regulations and normative documents, this transaction scheme is feasible and operable.
4. This transaction constitutes a major asset reorganization, does not constitute a reorganization and listing, but constitutes a related party transaction. Before and after this transaction, the actual controller of the listed company remains unchanged, and this transaction does not constitute the reorganization and listing stipulated in Article 13 of the administrative measures for major asset reorganization of listed companies.
5. This transaction is conducive to further improve the asset quality of the listed company, improve the financial situation of the company, enhance the sustainable profitability, contribute to the long-term development of the company, enhance the anti risk ability, comply with the long-term interests and overall interests of the company and all shareholders, comply with the provisions of relevant laws, regulations and normative documents of the state, and there is no damage to the interests of minority shareholders.
6. The appraisal institution selected and employed by the exchange is independent. The transaction amount of this issuance of shares to purchase assets is based on the appraisal results issued by the appraisal institution with securities business qualification and filed by the state-owned assets supervision and administration department. After negotiation and determination by all parties, the transaction pricing follows the principles of openness, fairness and impartiality and complies with relevant laws According to the regulations, normative documents and the articles of association, the pricing basis of the underlying assets is fair and reasonable, and does not harm the interests of the listed company and all shareholders, especially the minority shareholders.
7. The pricing principle of the shares issued in this transaction complies with relevant regulations, the pricing is fair and reasonable, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
8. The transaction has fulfilled the necessary legal procedures and information disclosure obligations at this stage in accordance with the provisions, and the procedures performed comply with the provisions of relevant laws, regulations and normative documents.
9. For the purpose of this transaction, the company hired zhongtianyun Certified Public Accountants (special general partnership) to issue an unqualified “zhongtianyun [2022] Shenzi No. 90088” audit report of Shandong Jinbao Electronics Co., Ltd. and “zhongtianyun [2022] yuezi No. 90006” review report of Baoding Technology Co.Ltd(002552) pro forma financial statements on this transaction; Zhongtongcheng Assets Appraisal Co., Ltd. was hired to issue the “Zhongtong pingbao Zi [2021] No. 12427” appraisal report on the value of all equity assets of shareholders of Shandong Jinbao Electronics Co., Ltd. involved in the purchase of 63.87% equity of Shandong Jinbao Electronics Co., Ltd. by Baoding Technology Co.Ltd(002552) proposed shares. After review, we recognize the relevant reports issued by the above intermediaries. 10. The company made a serious, prudent and objective analysis on the impact of this transaction on the dilution of immediate return, and put forward specific guarantee measures to fill the return and improve the ability of future return. The relevant subjects made a commitment to the practical implementation of the guarantee measures.
11. This transaction complies with relevant national laws, regulations and policies. The transaction can be completed only after a number of conditions are met, including but not limited to the approval of the transaction plan by the general meeting of shareholders of the listed company and the approval of the transaction by the China Securities Regulatory Commission.
12. In this transaction, Zhaojin group and its persons acting in concert meet the conditions for exemption from making an offer. The exemption from making an offer does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders, and complies with the relevant provisions of Article 63 of the administrative measures for the acquisition of listed companies.
13. The report on Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) is true, accurate and complete. The draft has disclosed in detail the approval matters and procedures related to this transaction, and made special tips on the risks that may not be approved.
In conclusion, we believe that this transaction of the listed company complies with the provisions of relevant national laws, regulations and policies, follows the standards of openness, fairness and impartiality, and is in line with the interests of the company and all shareholders. We agree to the company’s plan to issue shares to purchase assets and raise supporting funds.
It is hereby announced.
Independent directors: Yan Haifeng, Meng Xiaojun, Tan Yue Baoding Technology Co.Ltd(002552) board of directors March 17, 2022
