Home Business Announcement on Resolutions of the 23rd Meeting of the Fourth Board of Directors of Baoding Technology Co., Ltd._Related Transaction_Proposal_Independent Director

Announcement on Resolutions of the 23rd Meeting of the Fourth Board of Directors of Baoding Technology Co., Ltd._Related Transaction_Proposal_Independent Director

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Original title: Announcement on Resolutions of the 23rd Meeting of the Fourth Board of Directors of Baoding Technology Co., Ltd.

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.

The twenty-third meeting of the fourth board of directors of Baoding Technology Co., Ltd. (hereinafter referred to as “the company” or “the company”) will be held at 9:30 am on July 22, 2022 in the conference room on the fifth floor of the company’s administrative building. Communication is held. The meeting notice of this meeting has been delivered to all directors by hand, email and telephone on July 19, 2022. There were 7 directors who were supposed to attend and vote at the meeting, and 7 directors actually attended the meeting. Supervisors and senior management 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 compliance with the relevant provisions of the Company Law and the Articles of Association.

1. Considered and approved the “Proposal on the “Report of Baoding Technology Co., Ltd. to Issue Shares to Purchase Assets and Raise Supporting Funds and Related Transactions (Draft) (Second Revised Draft)” and its summary

According to the company’s feedback on the review of the China Securities Regulatory Commission’s administrative licensing project (revised draft), combined with other relevant latest matters of this transaction, the “Baoding Technology Co., Ltd. issued shares to purchase assets and raise supporting funds and associated Transaction Report (Draft) (Revised Draft)” and its summary were revised.

This proposal involves related transactions, and related directors Li Yisan, Liu Yongsheng and Ding Hongjie abstain from voting.

The independent directors recognized the related transaction in advance and expressed their independent opinions.

The company’s general meeting of shareholders has authorized the company’s board of directors to handle matters related to this transaction, and this proposal does not need to be submitted to the general meeting of shareholders for deliberation.

2. Considered and approved the “Proposal on Approving Audit Reports and Review Reports Related to the Transaction”

In view of the expiration of the six-month validity period of the audit and review report of this transaction, in order to promote and implement this transaction, the company hired Zhongtianyun Certified Public Accountants (special general partnership) to compare the target company Jinbao Electronics Co., Ltd. and the company’s January 2022 -Extended audit and review of the financial statements in March, and issued an unqualified opinion of “Zhongtianyun”[2022]Shen Zi No. 90396 “Audit Report of Shandong Jinbao Electronics Co., Ltd.” and “Zhongtianyun[2022]”Yue Zi No. 90018” “Review Report on Pro forma Consolidated Financial Statements of Baoding Technology Co., Ltd. for January-March 2022″.

This proposal involves related transactions, and related directors Li Yisan, Liu Yongsheng and Ding Hongjie abstain from voting.

The independent directors recognized the related transaction in advance and expressed their independent opinions.

The company’s general meeting of shareholders has authorized the company’s board of directors to handle matters related to this transaction, and this proposal does not need to be submitted to the general meeting of shareholders for deliberation.

3. Prior approval and independent opinions of independent directors

The independent directors of the company have approved the relevant matters of the proposal in advance and expressed their independent opinions.

4. Documents for reference

1. The resolution of the board of directors signed by the participating directors and stamped with the seal of the board of directors;

2. Prior approval and independent opinions of independent directors.

Special announcement.

Baoding Technology Co., Ltd.

Board of Directors

July 23, 2022

Stock Code: 002552 Stock Abbreviation: Baoding Technology Announcement Number: 2022-042

Baoding Technology Co., Ltd.

Announcement on Resolutions of the 22nd Meeting of the Fourth Board of Supervisors

The Company and all members of the Supervisory Committee warrant that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.

I. Meetings of the Supervisory Committee

Baoding Technology Co., Ltd. (hereinafter referred to as the “Company”) held the 22nd meeting of the 4th Supervisory Committee at 10:30 a.m. on July 22, 2022 in the conference room of the company’s administrative building through on-site communication. The notice of the meeting has been communicated to all supervisors by hand, telephone and email on July 19, 2022. 3 supervisors were supposed to vote at the meeting, and 3 supervisors actually voted. The meeting was convened and presided over by Mr. Wang Xiaojie, chairman of the board of supervisors. The convening and voting procedures of the meeting are in compliance with the provisions of laws, regulations and normative documents such as the Company Law and the Articles of Association. The supervisors present at the meeting reviewed and approved the following proposals through written voting:

2. Deliberation at the meeting of the Supervisory Committee

1. To consider the “Proposal on “Report of Baoding Technology Co., Ltd. to issue shares to purchase assets and raise supporting funds and related transactions (draft) (second revision)” and its summary

After deliberation, the Board of Supervisors agreed that the Company will comply with relevant laws and regulations such as the Administrative Measures for the Major Asset Restructuring of Listed Companies, the Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities No. Reply to the feedback (revised draft) for the review of the licensed project, and combined with other relevant latest matters of this transaction, the “Report of Baoding Technology Co., Ltd. to issue shares to purchase assets and raise supporting funds and related transactions (draft) prepared earlier (Draft) ( Revised Draft)” and its abstract.

This proposal involves related transactions, and related supervisor Wang Xiaojie abstained from voting.

Voting result: 2 votes in favor, 0 votes against, and 0 abstentions.

2. Review the “Proposal on Approving the Audit Report and Review Report Related to the Transaction”

In order to promote and implement this transaction, Zhongtian Yun Certified Public Accountants (Special General Partnership) conducted an additional audit and review of the financial statements of the target company and the company from January to March 2022, and issued an unqualified opinion of “Zhongtian”. transport[2022]Shen Zi No. 90396 “Audit Report of Shandong Jinbao Electronics Co., Ltd.” and “Zhongtianyun[2022]”Yue Zi No. 90018” “Review Report on Pro forma Consolidated Financial Statements of Baoding Technology Co., Ltd. for January-March 2022″.

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This proposal involves related transactions, and related supervisor Wang Xiaojie abstained from voting.

Voting result: 2 votes in favor, 0 votes against, and 0 abstentions.

3. Documents for reference

1. The resolution of the supervisory committee signed by the supervisors present and affixed with the seal of the supervisory committee.

Special announcement.

Baoding Technology Co., Ltd.

Supervisory Board

July 23, 2022

Stock Code: 002552 Stock Abbreviation: Baoding Technology Announcement Number: 2022-043

Baoding Technology Co., Ltd.

About the “Administrative Licensing Project of China Securities Regulatory Commission”

Review a feedback notice>

Reply (Revised Draft)” announcement

The company and all members of the board of directors warrant that the contents of this announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.

Baoding Technology Co., Ltd. (hereinafter referred to as the “Company” or “Baoding Technology“) intends to purchase 63.87% equity of Shandong Jinbao Electronics Co., Ltd. (hereinafter referred to as the “Transaction”) by issuing shares and raise supporting funds. On May 17, 2022, the company received the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) issued the “CSRC Administrative Licensing Project Review First-time Feedback Notice” (No. 220815) (hereinafter referred to as the “Feedback Opinion”). “”).

After receiving the above “Feedback”, the company actively organized relevant parties to study and discuss the issues related to the feedback and implemented them one by one. The Reply to the “Notice of Feedback Opinions” and the intermediary agency’s verification opinions.

In view of the fact that some matters in the feedback need to be further verified or improved, in order to ensure the completeness and accuracy of the application materials, the company will apply to the China Securities Regulatory Commission on June 28, 2022 for an extension of no more than 30 working days to submit the “Feedback” response materials For details, please refer to the “Announcement on Postponing the Submission of Response Materials for the “Notice of Feedback on the Review of the China Securities Regulatory Commission’s Administrative Licensing Projects” disclosed by the company on June 29, 2022 (Announcement No.: 2022-039).

After further research, discussion, and implementation of the issues raised in the “Feedback” by the intermediaries related to this transaction, the “Baoding Technology‘s Reply to the “Notice of Feedback on the Review of the China Securities Regulatory Commission’s Administrative Licensing Project” (Revised Draft) is formed. (hereinafter referred to as “Response to Feedback (Revised Draft)”). The “Feedback Reply (Revised Draft)” is now publicly disclosed in accordance with relevant requirements. For details, please refer to the relevant announcement disclosed by the company on the website of Juchao Information on July 23, 2022. The company will submit the Reply to Feedback (Revised Draft) and related materials to the China Securities Regulatory Commission in a timely manner as required.

The transaction still needs to be approved by the China Securities Regulatory Commission. Whether it can be approved and the time of approval is still uncertain. The company will perform its information disclosure obligations in a timely manner according to the review progress of the China Securities Regulatory Commission. The media designated by the company for information disclosure are “Securities Times”, “Securities Daily”, “Shanghai Securities News“, “China Securities News” and www.cninfo.com. All information of the company is subject to the announcements published in the above media. Investors are requested to be rational Invest, pay attention to investment risks.

Special announcement.

Baoding Technology Co., Ltd.

Board of Directors

July 23, 2022

Stock Code: 002552 Stock Abbreviation: Baoding Technology Announcement Number: 2022-044

Baoding Technology Co., Ltd.

About Issuing Shares to Purchase Assets and Raising Packages

Capital and related transaction report

(Draft) (Second Amendment) Announcement of Revision Instructions

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.

Baoding Technology Co., Ltd. (hereinafter referred to as “Baoding Technology“, “Company”) intends to issue shares to purchase assets and raise supporting funds and related transactions (hereinafter referred to as “this transaction”).

The company held the 20th meeting of the fourth board of directors on March 15, 2022, reviewed and approved the “Report of Baoding Technology Co., Ltd. to issue shares to purchase assets and raise supporting funds and related transactions (draft)” (hereinafter referred to as “”” Draft”) and related documents.

On May 19, 2022, the company announced that it has received the “CSRC Administrative Licensing Project Review First-time Feedback Notice” (220815 No., hereinafter referred to as the “Notice of Feedback”). According to the relevant requirements of the “Notice of Feedback”, the company and relevant intermediaries have conducted active and serious verification, analysis and research on relevant issues, and formed “Baoding Technology on the “Notice of Feedback on the Review of Administrative Licensing Projects of China Securities Regulatory Commission” Reply” (hereinafter referred to as “Feedback Reply”), and made corresponding revisions and supplementary disclosures to the “Draft” and related documents, and disclosed the “Feedback Reply” and “Draft” (revised) on June 27, 2022 draft).

In view of the fact that some matters in the “Notice of Feedback” need to be further verified or improved, in order to ensure the completeness and accuracy of the application materials, the company applies to the China Securities Regulatory Commission for an extension of no more than 30 working days to submit the feedback reply materials, and to the relevant The matter was further verified, and the “Feedback Reply (Revised Draft)” was formed. At the same time, the “Draft” (Revised Draft) was revised twice to form the “Report of Baoding Technology on “Issue Shares to Purchase Assets and Raise Matching Funds and Related Transactions” 〉(Draft) (Second Revised Draft)” (hereinafter referred to as “Draft” (Second Revised Draft)”) (see the relevant announcements disclosed on the website of http://www.cninfo.com.cn on the same day for details). The main revisions and supplementary disclosures of the Draft (Second Amendment) are explained as follows (unless otherwise specified, the abbreviations in this announcement have the same meaning as those in the Draft (Second Amendment)):

1. Updated the definition, see “Interpretation” in the “Draft” (Second Revised Draft) for details;

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2. Updated the financial data of Jinbao Electronics from January to March 2022. For details, please refer to “1. Basic Information of Jinbao Electronics” and “3. Basic Information of Jinbao Electronics” in “Chapter 4 Basic Information of the Target Assets” of the “Draft” (Second Revised Draft). Electronic main assets, liabilities and ownership”, and “IV. Analysis of the financial status and profitability of the target company” in “Chapter IX Management Discussion and Analysis”, and “I. Financial accounting information for the purchased asset”;

3. Updated the relevant discussion and analysis that the transaction does not constitute a listed company’s purchase of assets from the acquirer’s related parties within 36 months from the date of the change of control. “(3) This transaction does not constitute a reorganization and listing” in “2. The nature of this transaction” in “Reminder”, and “(3) in “4. The nature of this transaction” in “Chapter 1 Overview of this transaction” This transaction does not constitute a reorganization and listing”, and “2. This transaction does not constitute a situation specified in Article 13 of the “Restructuring Management Measures” in “Chapter VIII Compliance Analysis of this Transaction”;

4. Updated the financial data of Baoding Technology from January to March 2022 and the shareholding structure as of March 31, 2022. For details, please refer to “Chapter II Basic Information of Listed Companies” in the “Draft” (Second Revised Draft);

5. Updated the analysis that Li Linchang has no relationship or concerted action relationship with 5 employee stock ownership platforms. For details, please refer to “Chapter 3 Basic Information of the Counterparty” of the “Draft” (Second Revised Draft) “I. Yongyu “(7) Affiliate relationship with other counterparties” in “Electronics”;

6. The relationship between Zhaojin Group and other counterparties has been updated. For details, please refer to “(VII) and “Chapter III Basic Information of the Counterparties” of the “Draft” (Second Revised Draft). the relationship of other counterparties”;

7. Update the changes in the share of partners of Tianjin Zhizao. For details, please refer to “(II) Historical Evolution” of “Chapter 3 Basic Information of the Counterparty” of the “Draft” (Second Revised Draft) of “X. Tianjin Zhizao” ;

8. Updated the number of shareholders of the target company through the calculation. For details, please refer to “Chapter 3 Basic Information of the Counterparty” in the Draft (Second Revised Draft) “XVI. Whether the actual number of shareholders of the target company after the penetration calculation exceeds 200” “(2) The total number of shareholders of the target company after penetration” in “Analysis of People”;

9. The latest financial data of Jinbao Electronics’ important subsidiaries has been updated. For details, please refer to “II. Overview of Subsidiaries and Information of Important Subsidiaries” in “Chapter IV Basic Information of the Target Assets” of the “Draft” (Second Revised Draft);

10. The main assets, liabilities and ownership of Jinbao Electronics have been updated. For details, please refer to “Chapter IV Basic Information of the Target Assets” of the “Draft” (Second Revised Draft) “III. Main Assets, Liabilities and Ownership of Jinbao Electronics” “;

11. The information about Zhaojin Group’s participation in Jinbao Electronics’ capital increase in 2020 and the signing of the “Investment Compensation Agreement” with Li Linchang have been updated. For details, please refer to “Chapter IV Basic Information of the Target Assets” of the “Draft” (Second Revised Draft) “XV. (2) Zhaojin Group’s power in the Investment Compensation Agreement, its relationship with this restructuring, and the Supplementary Agreement to the Investment Compensation Agreement (2) “Signature”;

12. Updated the production capacity utilization rate and evaluation prediction logic of Jinbao Electronics’ main products copper foil and copper clad laminate. For details, please refer to “Chapter VI Basic Information of Target Asset Evaluation and Pricing” in the “Draft” (Second Revised Draft) “I. Proposed “(5) Analysis of Equity Appraisal Value” in “4. Analysis of Income Appraisal Appraisal Process” in “Assessment of Purchased Assets”;

13. Updated the latest pro forma financial data of the listed company and the impact of the transaction on the financial position of the listed company. For details, please refer to “1. This document” of “Chapter IX Management Discussion and Analysis” of the Draft (Second Revised Draft). Discussion and analysis of the listed company’s financial status and operating results before the transaction, V. Analysis of the impact of the transaction on the listed company’s ability to continue operating, future development prospects, current earnings per share and other financial and non-financial indicators” and “Chapter 10. “Financial and Accounting Information” of “II. Financial Reports of Listed Companies for Examination”;

14. Updated the sales volume, unit price, operating income, operating cost, gross profit, and net profit of Jinbao Electronics from January to March 2022. For details, please refer to “Chapter IX Management Discussion” in the “Draft” (Second Revised Draft). “4. Analysis of Financial Status and Profitability of Target Company” in “(2) Analysis of Profitability of Jinbao Electronics”;

15. Updated the differences between Jinbao Electronics’ main products and industry standards and the corresponding products of comparable companies in the same industry. For details, please refer to “Chapter IX Management Discussion and Analysis” of “Draft” (Second Revised Draft) “II. Plan to Purchase “(5) Industry market competition pattern” of the characteristics of the industry to which the target company belongs;

16. Updated the corresponding capital investment plan of Jinbao Electronics’ construction in progress, please refer to “Draft” (Second Revised Draft) “Chapter IX Management Discussion and Analysis” “IV. Analysis of Target Company’s Financial Status and Profitability” “(1) Analysis of Jinbao Electronics’ Financial Status”;

17. Updated the unaudited financial data of Jinbao Electronics from January to June 2022. For details, please refer to “Draft” (Second Revised Draft), “Chapter IX Management Discussion and Analysis”, “IV. Target Company’s Financial Status and Profitability” “(2) Profitability Analysis of Jinbao Electronics” of “Capability Analysis”, “17. Operating performance of the target company from January to June 2022”;

18. Updated the latest issue of related transactions between Jinbao Electronics and the listed company after the transaction was completed, and supplemented the disclosure of the transactions between Jinbao Electronics and Zhaojin Group and its controlled subsidiaries. For details, please refer to the “Draft” (Second Revised Draft) “II. Related party transactions” of “Chapter 11 Horizontal Competition and Related Party Transactions”;

19. Updated the detailed process of Jinbao’s electronic on-lending and the background of relevant events during the reporting period and the compliance statement issued by the Tongling Supervision Branch of the China Banking and Insurance Regulatory Commission. For details, please refer to “Chapter 13” of the “Draft” (Second Revised Draft). “Other Important Matters” in “12. The target company and its subsidiaries had on-lending and bill financing without real transaction background during the reporting period” (5) The target assets are the same as Jinan Peicai Trading Co., Ltd., Zhaoyuan City Relevant information on on-lending between Xingcheng Industrial Co., Ltd. and Zhaoyuan Lihu Real Estate Co., Ltd., (VI) The specific composition of the on-lending of the underlying assets of 336 million yuan and the bill financing of 48 million yuan without a real transaction background during the reporting period, (7) The specific types of legal liabilities that the underlying assets may bear due to on-lending and bill financing without real transaction background, the relevant risks and estimated amounts of losses that may be incurred, and the calculation process”;

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20. Updated the analysis that other enterprises controlled by Li Linchang and his related parties do not have the same or similar business as the underlying assets. For details, please refer to “Chapter 13 Other Important Matters” of “Draft” (Second Revised Draft). 4. Other enterprises controlled by Li Linchang and his related parties do not have the same or similar business as the underlying assets.”

Special announcement.

Baoding Technology Co., Ltd.

Board of Directors

July 23, 2022

Baoding Technology Co., Ltd.

Prior approval opinions of independent directors on matters related to the 23rd meeting of the fourth session of the board of directors

According to the “Administrative Measures for Major Assets Restructuring of Listed Companies”, “Provisions on Several Issues Concerning Regulating Major Assets Restructuring of Listed Companies”, “Detailed Implementation Rules for Non-public Issuance of Stocks by Listed Companies”, “Rules for Independent Directors of Listed Companies”, “Shenzhen Stock Exchange Listing Rules”, etc. Regarding laws, regulations, normative documents and the provisions of the “Articles of Association of Baoding Technology Co., Ltd.”, as independent directors of the listed company, we are in the fourth session of the listed company based on the attitude of seeking truth from facts, serious and responsible attitude and independent judgment. Before the 23rd meeting of the board of directors, the relevant proposals were carefully considered, and the prior approval opinions were issued as follows:

1. The company responded to the feedback (revised draft) based on the review of the administrative licensing project of the China Securities Regulatory Commission, and combined with other relevant latest matters of this transaction, the company issued shares to purchase assets and raise supporting funds and related transactions report of Baoding Technology Co., Ltd. Book (Draft) (Revised Draft)” and its summary revisions are in compliance with laws and regulations such as “Administrative Measures for Major Asset Restructurings of Listed Companies”, “Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 26 – Major Assets Restructuring of Listed Companies” and other laws and regulations. Regulations.

2. For this transaction, Zhongtianyun Certified Public Accountants (special general partnership) has been hired to issue an extended audit report and review report on the target company Jinbao Electronics and the company’s financial statements from January to March 2022. Zhongtianyun Certified Public Accountants has Professional qualifications for audit work.

Based on the above opinions, we agree to submit the above proposal of this transaction to the twenty-third meeting of the fourth board of directors of the company for consideration.

Independent directors: Yan Haifeng, Meng Xiaojun, Tan Yue

Board of Directors of Baoding Technology Co., Ltd.

July 23, 2022

Baoding Technology Co., Ltd.

Independent directors about the company’s fourth board of directors

Independent opinion on matters related to the 23rd meeting

According to the “Administrative Measures for Major Assets Restructuring of Listed Companies”, “Regulations on Several Issues Concerning Regulating Major Assets Restructuring of Listed Companies”, “Detailed Implementation Rules for Non-public Issuance of Stocks by Listed Companies”, “Rules for Independent Directors of Listed Companies”, “Shenzhen Stock Exchange Listing Rules”, etc. Regarding laws, regulations, normative documents and the provisions of the “Articles of Association of Baoding Technology Co., Ltd.”, as independent directors of the company, we, in a pragmatic, serious and responsible attitude, based on independent judgments, carefully reviewed the fourth session of the board of directors After the relevant resolutions of the 23rd meeting, the independent opinions expressed are as follows:

1. The company has obtained our prior approval before submitting the relevant proposals to the board meeting for consideration at the twenty-third meeting of the fourth board of directors.

2. The company responded to the feedback (revised draft) based on the review of the China Securities Regulatory Commission’s administrative licensing project, and combined with other relevant latest matters of this transaction, the “Baoding Technology Co., Ltd. issued shares to purchase assets and raise supporting funds and related transactions report” (Draft) (Revised Draft)” and its summary revisions are in compliance with relevant laws and regulations such as the “Administrative Measures for the Major Asset Restructuring of Listed Companies”, “Standards for the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 26 – Major Asset Restructuring of Listed Companies”. Regulation.

3. For the purpose of this transaction, the company hired Zhongtianyun Certified Public Accountants (special general partnership) to issue an unqualified opinion of “Zhongtianyun” on the transaction.[2022]Shen Zi No. 90396 “Audit Report of Shandong Jinbao Electronics Co., Ltd.” and “Zhongtianyun[2022]”Yue Zi No. 90018” “Report on Review of Consolidated Financial Statements for Pro forma for January-March 2022 of Baoding Technology Co., Ltd.”. After review, we approve the relevant reports issued by the above intermediaries.

To sum up, we believe that this transaction constitutes a related transaction, the company applied the approval procedures for related transactions when reviewing this transaction, and the related directors abstained in accordance with the law during the voting process. The convening and convening procedures, voting procedures and methods of board meetings comply with the relevant national laws, regulations, rules, normative documents and the company’s articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium investors.

Independent directors: Yan Haifeng, Meng Xiaojun, Tan Yue

Board of Directors of Baoding Technology Co., Ltd.

July 23, 2022Return to Sohu, see more

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