Citic Securities Company Limited(600030)
about
Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising matching funds and related party transactions
Independent financial advisor Report
Independent financial advisor
March, 2002
statement
The words or abbreviations mentioned in this statement have the same meanings as those mentioned in the "interpretation" of this independent financial adviser's report.
Citic Securities Company Limited(600030) accepted the entrustment of the board of directors of Baoding Technology Co.Ltd(002552) to act as the independent financial adviser of Baoding Technology Co.Ltd(002552) this issuance of shares to purchase assets and raise supporting funds and related party transactions.
This independent financial advisory report is prepared in accordance with the provisions of the company law, the securities law, the reorganization measures, the listing rules and other relevant laws and regulations and the information provided by relevant parties. It aims to make an independent, objective and fair evaluation of this reorganization for the reference of investors and relevant parties.
The information on which the independent financial adviser's report is based shall be provided by the listed company, the counterparty and other relevant parties. The provider shall be responsible for the authenticity, accuracy and integrity of the information, and ensure that the information is free from false records, misleading statements or major omissions. The independent financial advisor has conducted due diligence on the facts on which the independent financial advisor's report is based, and is responsible for the authenticity, accuracy and completeness of the independent financial advisor's report.
The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the independent financial advisor's report.
The independent financial adviser's report does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the risks that may arise from any investment decision made by the investor according to the independent financial adviser's report. In particular, the independent financial adviser urges investors to carefully read the report on Baoding Technology Co.Ltd(002552) issuing shares to purchase assets and raising supporting funds and related party transactions issued by the board of directors of the listed company, as well as the full text of audit reports, asset evaluation reports, legal opinions and other documents related to the reorganization.
The independent financial advisor agrees to submit the independent financial advisor's report to the relevant regulatory authorities as the legal document of the listed company's transaction.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of the restructuring report. In particular, investors are reminded to carefully read the full text of the restructuring report and pay attention to the following matters: I. summary of the restructuring
This transaction consists of issuing shares to purchase assets and raising supporting 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. (I) issuing shares to purchase assets
Baoding Technology Co.Ltd(002552) to purchase the target assets held by 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 by issuing shares as consideration.
No. number of shares (shares) and proportion of shares of Jinbao electronics held by the counterparty before this transaction
1 Yongyu electronics 3129012535.97%
2 Zhaojin group 76412508.78%
3 Qingdao to 43385004.99%
4 Shenzhen Guoyu 28800003.31%
5 Kunshan Qixin 27000003.10%
6 Zhaoyuan Junhao 14327501.65%
7 Shandong Junjia 13315001.53%
8 Huang Baoan 12105001.39%
9 Tianjin Yongyu 8575200.99%
10 Tianjin Zhizao 5787700.67%
11 Tianjin Runfeng 5187700.60%
12 Tianjin Runchang 4325200.50%
13 Tianjin Yufeng 3562700.41%
Total 5556847563.87%
In this transaction, the transaction price of the underlying assets is based on the evaluation results of the evaluation report issued by the asset evaluation institution in line with the provisions of the securities law and filed by Zhaoyuan state owned assets supervision and Administration Bureau, and is determined by the parties to the transaction through negotiation.
According to
The asset appraisal report (ztpbz [2021] No. 12427) issued by Tongcheng takes August 31, 2021 as the appraisal base date, and 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.
In this reorganization, the issuing price of the shares issued by the listed company to purchase assets is 11.66 yuan / share, which is no less than 90% of the average trading price of the shares of the listed company 120 trading days before the pricing benchmark date. The pricing benchmark date is the announcement date of the first resolution of the board of directors of the company to consider the issue of shares to purchase assets.
After the completion of this transaction, Jinbao Electronics will become the holding subsidiary of Baoding Technology Co.Ltd(002552) . (II) raising supporting funds
The listed company plans to raise no more than 300 million yuan of supporting funds from the issuance of shares by Zhaojin nonferrous metals, a wholly-owned subsidiary of Zhaojin group, the controlling shareholder, to invest in the target company's "7000 ton / year high-speed high-frequency board 5g (HVLP) copper foil project", supplement the working capital of the listed company, and pay intermediary fees, etc. The number of shares issued with the raised matching funds shall not exceed 30% of the total share capital of the listed company, and the total amount of the raised matching funds shall not exceed 100% of the share consideration of the company for purchasing assets by issuing shares in this transaction. The issuance price of the raised supporting funds is 11.24 yuan / share, which is not lower than 80% of the average trading price of A-Shares of listed companies 20 trading days before the pricing benchmark date.
The raising of matching funds is based on the effectiveness and implementation of the issuance of shares to purchase assets, but the success of the raising of matching funds does not affect the implementation of the issuance of shares to purchase assets. If the supporting funds raised this time are not successfully implemented, the listed company will use its own or self raised funds to solve the fund gap, and make appropriate adjustments to the capital investment sequence, amount and specific method of the above-mentioned supporting funds according to the actual needs of the purposes of the supporting funds raised. Before the supporting raised funds are in place, if the company pays first with self raised funds according to the actual situation, after the supporting raised funds are in place, it will use the supporting raised funds to replace the paid self raised funds. 2、 Nature of this transaction (I) this transaction constitutes a connected transaction
Zhaojin group, one of the counterparties of this transaction, is the controlling shareholder of the listed company, and Yongyu electronics is expected to hold more than 5% of the shares of the listed company after the completion of this transaction. According to the relevant provisions of the reorganization management measures, listing rules and other laws, regulations and normative documents, this transaction constitutes a connected transaction.
When the listed company convened the board of directors to review the proposals related to this transaction, the related directors have avoided voting; When the subsequent listed company holds a general meeting of shareholders to consider the proposals related to this transaction, the related shareholders will also avoid voting. (II) this transaction constitutes a major asset reorganization
According to the audited financial data and valuation of Jinbao electronics in 2021, the comparison with the relevant audited financial data of Listed Companies in 2021 is as follows:
Unit: 10000 yuan
Proportion of consideration selection indicators of Jinbao electronic trading of the listed company of the project (a) (b) (C = B / a)
Total assets 7837168353523521197357535352352 451.09%
Net assets attributable to parent company 6765110104445961197357511973575 176.99%
Operating income 3531637 - 31816150 900.89%
Note: according to the relevant provisions of Article 14 of the reorganization management measures, if the listed company obtains the controlling right of the invested enterprise due to the purchase of equity, the total assets shall be subject to the higher of the total assets and transaction amount of the invested enterprise, and the operating income shall be subject to the operating income of the invested enterprise, The net assets shall be subject to the higher of the net assets and transaction amount of the invested enterprise.
According to the reorganization management measures and the calculation results of the above financial data, this transaction constitutes a major asset reorganization of the listed company, and the corresponding information disclosure shall be carried out in accordance with the regulations.
At the same time, this transaction involves the issuance of shares to purchase assets, so it needs to be submitted to the review committee of mergers and acquisitions of listed companies of China Securities Regulatory Commission for review, and can be implemented after approval. (III) this transaction does not constitute reorganization and listing
On September 18, 2019, Zhaojin Group signed the share transfer agreement with Zhu Lixia, Qian Yuying, Zhu Baosong, Baoding Wanqi Group Co., Ltd. and Hangzhou Yuanding Investment Management Co., Ltd., and transferred 91563500 ordinary shares of listed companies held by Zhu Lixia, Qian Yuying, Zhu Baosong, Baoding Wanqi Group Co., Ltd. and Hangzhou Yuanding Investment Management Co., Ltd, Accounting for 29.90% of the total share capital of listed companies.
On January 6, 2020, Zhaojin group made an offer to acquire 24498600 shares of Baoding Technology Co.Ltd(002552) non tradable shares, accounting for 8.00% of the total share capital of the company. After the tender offer is completed, Zhaojin group holds 37.90% of the shares of the listed company, Zhaojin group becomes the controlling shareholder of the listed company, and Zhaoyuan Municipal People's government becomes the actual controller of the listed company. The controlling shareholder of Jinbao electronics, the subject company of this transaction, is Changlin industry, and its actual controller is Li Linchang. Li Linchang holds 72.09% of the shares of Jinbao electronics through Changlin industry and Yongyu electronics. Zhaojin group, as the third largest shareholder of the subject company, holds 8.78% of the shares of Jinbao electronics.
This transaction involves the listed company purchasing 8.78% shares of Jinbao electronics from Zhaojin group. Jinbao electronics is a joint-stock company of Zhaojin group. Before this transaction, Zhaojin group only supervised and managed the major matters of Jinbao Electronics' operation and management according to the proportion of voting rights according to the governance structure of Jinbao electronics, which had no significant impact on the daily business activities of Jinbao electronics. In addition, China Merchants Group has no affiliated relationship with other counterparties of this transaction, and the target company is not an enterprise controlled by China Merchants Group and its affiliated parties.
According to Article 13 of the reorganization management measures, this transaction purchases 8.78% of the shares of the target company held by Zhaojin group, which constitutes Baoding Technology Co.Ltd(002552) self-control, and purchases assets from the acquirer and its affiliates within 36 months from the date of change. By calculating the total assets and operating expenses corresponding to the 8.78% shares of Jinbao electronics purchased by the listed company from Zhaojin group
