Securities code: Baoding Technology Co.Ltd(002552) securities abbreviation: Baoding Technology Co.Ltd(002552) Announcement No.: 2022015 Baoding Technology Co.Ltd(002552)
Announcement of resolutions of the 20th meeting of the Fourth Board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Baoding Technology Co.Ltd(002552) (hereinafter referred to as "the company") the 20th meeting of the Fourth Board of directors was held at 15:00 p.m. on March 15, 2022 in the conference room on the fifth floor of the company's administrative building in the form of on-site communication. The meeting notice of this meeting has been delivered to all directors by hand, email and telephone on March 12, 2022. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by the chairman, Ms. Li Yisan. The convening and voting procedures of the meeting were in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The meeting considered and passed the following proposals by written vote:
(I) the proposal on the compliance of the company's issuance of shares to purchase assets and raising supporting funds and related party transactions with relevant laws and regulations was deliberated and adopted
After deliberation, the board of directors of the company believes that Baoding Technology Co.Ltd(002552) intends to issue shares to Shandong Zhaojin Group Co., Ltd. (hereinafter referred to as "Zhaojin group") Zhaoyuan Yongyu Electronic Materials Co., Ltd. (hereinafter referred to as "Yongyu Electronics") and other counterparties acquired 63.87% equity of Shandong Jinbao Electronics Co., Ltd. (hereinafter referred to as "Jinbao Electronics" or "target company") (hereinafter referred to as "target assets", and the purchase of assets by the company through this issuance of shares is hereinafter referred to as "this transaction" or "this reorganization"), It plans to issue shares to Zhaojin nonferrous metals mining Co., Ltd. (hereinafter referred to as "Zhaojin nonferrous metals"), a wholly-owned subsidiary of Zhaojin group, the controlling shareholder, to raise supporting funds.
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 (hereinafter referred to as the "measures for the administration of restructuring"), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "measures for the administration of issuance"), and other laws According to the relevant provisions of laws, regulations and normative documents, the company has all the conditions for issuing shares to purchase assets and raising supporting funds and related party transactions. This transaction meets all the substantive conditions and requirements specified in relevant laws, regulations and normative documents.
This proposal involves related party transactions, and related directors Li Yisan, Liu Yongsheng and Ding Hongjie avoid voting. Voting results: 4 in favor, 0 against and 0 abstention.
The independent directors approved the related party transaction in advance and expressed independent opinions. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the plan of the company issuing shares to purchase assets and raising supporting funds and related party transactions was deliberated and adopted item by item
This proposal is a related party transaction. The related directors Li Yisan, Liu Yongsheng and Ding Hongjie avoided voting. According to relevant regulations, the sub proposals in this proposal are voted item by item as follows:
1. Overview of the transaction scheme
The transaction plan includes: (I) the company plans to purchase 13 counterparties such as Yongyu electronics and Zhaojin group by issuing shares, holding 63.87% of the equity of Jinbao electronics. After the purchase of shares, Jinbao will become a holding subsidiary of the company; (II) the company plans to raise matching funds of no more than 300 million yuan from the issuance of shares by Zhaojin nonferrous metals, a wholly-owned subsidiary of Zhaojin group, the controlling shareholder, and the total amount of matching funds raised shall not exceed 100% of the transaction price of the company's purchase of assets by issuing shares in this transaction (hereinafter referred to as "this raised matching funds").
The purchase of assets by issuing shares this time is not based on the successful implementation of raising supporting funds, and the final success of raising supporting funds does not affect the implementation of the purchase of assets by issuing shares this time.
Voting results: 4 in favor, 0 against and 0 abstention.
2. Specific scheme of this transaction
(I) asset purchase plan for this issuance of shares
1. Counterparty
The counterparties of this issuance of shares to purchase assets are 13 shareholders of Jinbao electronics except Zhaoyuan Changlin Industry Co., Ltd. (hereinafter referred to as "Changlin industry"), specifically Yongyu electronics, Zhaojin group and Qingdao Xiangdui Hony Investment Management Center (limited partnership) (hereinafter referred to as "Qingdao Xiangdui") Shenzhen Guoyu enterprise management partnership (limited partnership) (hereinafter referred to as "Shenzhen Guoyu"), Kunshan Qixin Weili equity investment partnership (limited partnership) (hereinafter referred to as "Kunshan Qixin"), Zhaoyuan Junhao Investment Service Center (general partnership) (hereinafter referred to as "Zhaoyuan Junhao") Shandong Junjia New Material Co., Ltd. (hereinafter referred to as "Shandong Junjia"), Huang Baoan, Tianjin Yongyu enterprise management partnership (limited partnership) (hereinafter referred to as "Tianjin Yongyu"), Tianjin Zhizao enterprise management partnership (limited partnership) (hereinafter referred to as "Tianjin Zhizao") Tianjin Runfeng enterprise management partnership (limited partnership) (hereinafter referred to as "Tianjin Runfeng"), Tianjin Runchang enterprise management partnership (limited partnership) (hereinafter referred to as "Tianjin Runchang"), Tianjin Yufeng enterprise management partnership (limited partnership) (hereinafter referred to as "Tianjin Yufeng").
Voting results: 4 in favor, 0 against and 0 abstention.
2. Subject matter of transaction
The transaction object of this issuance of shares to purchase assets is the 63.87% equity of Jinbao electronics.
Voting results: 4 in favor, 0 against and 0 abstention.
3. Pricing method, pricing basis and transaction price of the underlying assets
The transaction pricing for the purchase of assets by issuing shares this time is based on the evaluation report issued by the evaluation institution with securities business qualification and the evaluation results filed by the state-owned assets supervision and administration department, which are determined by the parties to the transaction through negotiation. According to the asset appraisal report (ztpbz [2021] No. 12427) issued by zhongtongcheng, taking August 31, 2021 as the appraisal base date, the appraisal value of 100% equity of Jinbao electronics is 1874625900 yuan. The corresponding appraisal value of 63.87% equity of Jinbao electronics is 1197357500 yuan. The transaction price of the underlying asset was finally determined to be 1197357500 yuan upon consensus of all parties involved in the transaction.
Voting results: 4 in favor, 0 against and 0 abstention.
4. Payment method of consideration for this transaction
This transaction adopts the way of issuing shares to pay the consideration for the purchase of 63.87% equity of Jinbao electronics held by 13 shareholders such as Yongyu electronics and Zhaojin group.
Voting results: 4 in favor, 0 against and 0 abstention.
5. Type of issuance, par value and listing place of this transaction
The type of shares to be issued in this transaction is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share, and the listing place is Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange").
Voting results: 4 in favor, 0 against and 0 abstention.
6. Pricing base date of this transaction
The pricing benchmark date of this transaction is the announcement date of the resolution of the 17th meeting of the Fourth Board of directors of the listed company to consider matters related to this transaction.
Voting results: 4 in favor, 0 against and 0 abstention.
7. Issuing object and subscription method of this transaction
The way of issuing shares is non-public offering, and the issuing objects are Yongyu electronics, Zhaojin group, Qingdao Xiangdui, Shenzhen Guoyu, Kunshan Qixin, Zhaoyuan Junhao, Shandong Junjia, Huang Baoan, Tianjin Yongyu, Tianjin Zhizao, Tianjin Runfeng, Tianjin Runchang, Tianjin Yufeng and other counterparties.
Voting results: 4 in favor, 0 against and 0 abstention.
8. Issue price of shares in this transaction
According to the relevant provisions of the reorganization management measures, the price of shares issued by a listed company shall not be lower than 90% of the market reference price; The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date. The average trading price of the company's shares on several trading days before the pricing benchmark date = the total trading volume of the company's shares on several trading days before the pricing benchmark date / the total trading volume of the company's shares on several trading days before the pricing benchmark date.
The details of the average stock trading price and 90% of the average trading price in the 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date of the listed company are shown in the table below:
The average stock trading price is calculated as 90% (yuan / share) of the average interval trading price (yuan / share)
14.05 12.65 in the first 20 trading days
13.29 11.97 in the first 60 trading days
12.95 11.66 in the first 120 trading days
After friendly negotiation between the listed company and the counterparty, it is finally determined that the issue price of shares to purchase assets is 11.66 yuan / share, which is no less than 90% of the average trading price of shares of the listed company 120 trading days before the pricing benchmark date (the result is kept to two decimal places and rounded up).
During the period from the price fixing base date to the issuance of shares, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen Stock Exchange. The specific adjustment methods are as follows:
P1 = share capital increase (P1) / transferred capital reserve;
Allotment: P1 = (P0 + a) × k）／（1＋k）；
The above two items are carried out simultaneously: P1 = (P0 + a) × k）／（1＋n＋k）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）／（1＋n＋k）。
Where P0 is the effective issue price before adjustment, n is the share offering rate or share capital conversion rate, K is the share allotment rate, a is the share allotment price, D is the cash dividend per share, and P1 is the effective issue price after adjustment. If the CSRC makes policy adjustments to the determination of the issue price, the issue price will be adjusted accordingly. Voting results: 4 in favor, 0 against and 0 abstention.
9. Issuance quantity of this transaction
The calculation formula of the number of shares issued this time is: the number of ordinary shares issued to each counterparty = the transaction consideration paid to the counterparty in the form of issued shares / the issuance price of assets purchased by the issued shares, and the total number of ordinary shares issued = the sum of the number of ordinary shares issued to each counterparty.
The number of shares issued by the listed company this time shall be calculated according to the issue price of the issued shares to purchase assets and the transaction price of the underlying assets. The total number of issued shares calculated according to this formula shall be an integer, accurate to one digit, and the part less than one share shall be rounded off. If the number of shares issued to the counterparty is not an integer, it shall be rounded and adjusted to an integer, but the sum of the number of shares issued to each counterparty shall not exceed the total number of shares issued. According to the transaction price of the underlying assets, the number of shares issued for the purchase of the underlying assets is 102689322 shares, and the number of shares obtained by each counterparty is as follows:
No. Name / name of counterparty amount of share consideration (yuan) number of shares obtained (shares)
1 Yongyu electronics 6742215947057823464
2 Zhaojin group 1646492546914120862
3 Qingdao Xiangdui 93483499628017453
4 Shenzhen Guoyu 62056581525322177
5 Kunshan Qixin 58178045174989541
6 Zhaoyuan Junhao 30872071932647691
7 Shandong Junjia 28690395242460583
8 Huang Baoan 26083156922236977
9 Tianjin Yongyu 18477347151584678
10 Tianjin Zhizao 12471 Shandong Longquan Pipeline Engineering Co.Ltd(002671) 069554
11 Tianjin Runfeng 1117815722958676
12 Tianjin Runchang 931969189799287
13 Tianjin Yufeng 767670080658379
total
