China International Capital Corporation Limited(601995)
Letter of commitment on acting as an independent financial adviser for Baoding Lucky Innovative Materials Co.Ltd(300446) issuing shares, purchasing assets and raising supporting funds and related party transactions
Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as the “listed company”) intends to issue shares to all shareholders (hereinafter referred to as the “counterparty”) of southern Sichuan Aerospace Energy Technology Co., Ltd. (hereinafter referred to as “Aerospace Energy”) and Chengdu Aerospace Molding Co., Ltd. (hereinafter referred to as “Aerospace molding”) to purchase 100% equity of Aerospace Energy and 100% equity of aerospace molding, And issue shares to no more than 35 qualified specific objects, including aerospace Investment Holding Co., Ltd., to raise matching funds (hereinafter referred to as “this reorganization”). China International Capital Corporation Limited(601995) (hereinafter referred to as “the independent financial adviser”) as the independent financial adviser of this restructuring, In accordance with the measures for the administration of major asset restructuring of listed companies (revised in 2020), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (revised in 2016) and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) The measures for the administration of financial advisory business of mergers and acquisitions of listed companies and other relevant laws and regulations have strictly fulfilled the obligation of due diligence. The independent financial advisor makes the following commitments on the basis of full due diligence and internal review:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty;
2. The independent financial advisor has fully verified the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements;
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan of the listed company complies with laws, regulations and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions;
4. The verification opinions issued by the independent financial advisor on the restructuring have been submitted to the independent financial advisor’s core organization for review, and the core organization agrees to issue this professional opinion;
5. The independent financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
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(there is no text on this page, which is the signature page of the letter of commitment of China International Capital Corporation Limited(601995) on acting as an independent financial adviser for Baoding Lucky Innovative Materials Co.Ltd(300446) issuing shares to purchase assets and raising supporting funds and related party transactions) sponsor of the independent financial adviser:
Jia Yizhen, Tian Jiali, Xianting Hongmo Peng
China International Capital Corporation Limited(601995) mm / DD / yy
