ShineWing Certified Public Accountants (special general partnership)
About Beijing Jingcheng Machinery Electric Company Limited(600860)
Issue shares and pay cash to purchase assets and raise supporting funds
Letter of commitment on major issues after the development and Examination Commission
China Securities Regulatory Commission:
ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as the firm) is the audit institution for the project of Beijing Jingcheng Machinery Electric Company Limited(600860) (hereinafter referred to as the issuer and the company) issuing shares and paying cash to purchase assets and raising supporting funds (hereinafter referred to as "this issuance", "this issuance of shares and paying cash to purchase assets"). The offering was approved at the 33rd working meeting of the review committee of mergers and acquisitions of listed companies of China Securities Regulatory Commission (hereinafter referred to as "the Council") on December 15, 2021.
According to the notice on strengthening the supervision of post meeting matters of companies that intend to issue securities through the issuance and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) According to the provisions of the memorandum of stock issuance Review Standards No. 5 (newly revised) - the operating procedures for the supervision and sealing of post meeting matters of companies that have passed the securities to be issued by the issuance Review Committee and the notice on relevant requirements for post meeting matters of refinancing companies, the relevant matters of the issuer from December 15, 2021 to the date of issuance of this commitment letter are described as follows:
1、 Matters after the meeting
On January 18, 2022, the bourse received the notice on filing (Zheng Jian Li Jian Li Jian Zi No. 03720220002) issued by your commission. According to the relevant provisions of item (III) of paragraph 1, Article 22 of the provisions on the implementation procedures of administrative licensing of China Securities Regulatory Commission, the CSRC suspended the examination of the application for administrative licensing of this issuance on January 26, 2022.
The signing certified public accountant of the above filed investigation project did not participate in the audit / review of the relevant financial report of this issuance. Mr. Ma Chuanjun, the signing certified public accountant of the audit / review of the relevant financial report of this issuance, as the quality control review partner (independent review partner) of the above filed investigation project, according to the internal system of quality control review of this exchange, He is not a member of the project team. His work is independent of the project team. He implements project quality control review and risk monitoring in the process of project implementation, and has not participated in the specific audit of the above-mentioned filed investigation projects.
Due to the adjustment of work arrangement, Mr. Ma Chuanjun, the original signing certified public accountant, will no longer serve as the signing certified public accountant of this issuance, and the signing certified public accountant of this issuance will be changed from Ma Chuanjun and Qu Shuangqing to Wang Xin and Qu Shuangqing. The exchange has fulfilled the corresponding procedures for the change of the signing certified public accountant. The signatories before and after the change and the exchange have issued relevant commitments as required, and the issuer and China Securities Co.Ltd(601066) (the independent financial consultant of this issuance) have issued special instructions. In accordance with the provisions of the China Securities Regulatory Commission on the procedures for the implementation of administrative licensing and other relevant provisions, the exchange has assigned independent reviewers to perform the necessary review procedures for relevant reports and materials, It also issued the review report on the audit report and reference review report related to Beijing Jingcheng Machinery Electric Company Limited(600860) purchasing assets from non-public development banks and paying cash to specific objects (hereinafter referred to as the "review report"). The review report confirms that the audit evidence obtained by the company is sufficient and appropriate, which provides a basis for issuing audit / review opinions; The signing accountants and members of the project team of the Institute have maintained their independence, and the signing certified public accountants have good practice records and have not been punished by industry associations and relevant administrative departments; The audit opinion issued by the exchange is appropriate; There are no false records, misleading statements or major omissions in the documents produced and issued by the exchange for the project. The relevant matters of the exchange filed for investigation by the CSRC will not affect its qualification to engage in the audit of securities and futures business, and will not have a substantive impact on the effectiveness of the relevant audit documents issued in this offering.
In addition to the above, as of the date of issuance of this letter of commitment, the independent financial consultant and project sponsor, accounting firm and signing accountant, law firm and signing lawyer employed by the issuer have not been punished by relevant departments. The independent financial consultant, project sponsor, law firm, signing lawyer and accounting firm employed by the issuer have not been changed.
2、 Special verification of post meeting matters
1. The certified public accountant has issued an unqualified audit report.
The financial statements of the company for 2018, 2019 and 2020 have been audited by the exchange, and standard unqualified audit reports (report numbers: xyzh / 2019bja30193, xyzh / 2020bja30086 and xyzh / 2021bjaa30103) have been issued respectively. Relevant major events in the above period have been fully disclosed in the notes to the above financial statements.
2. There are no circumstances affecting the issuance of new shares in the special statement issued by the independent financial adviser and the legal opinion issued by the issuer's lawyer.
3. The company has no major violations of laws and regulations.
4. The company's financial condition is normal and there is no abnormal change in statement items.
5. There are no major changes in the company's structure such as asset replacement, equity and debt restructuring.
6. The company's main business has not changed.
7. Ms. Yang Yi, the general counsel of the company, submitted a written resignation application on January 19, 2022. Due to job change, Ms. Yang Yi applied to resign from the position of general counsel of the company. After deliberation at the 14th interim meeting of the 10th board of directors of the listed company held on January 19, 2022, Mr. Li mianzhe was appointed as the general legal adviser of the listed company. Except for the above circumstances, the directors, supervisors, senior managers and core technicians of the listed company have not changed and will not have a significant impact on the operation and management of the listed company.
8. The company has no related party transactions that fail to fulfill the legal procedures, and no major related party transactions that are not disclosed in the declared prospectus.
9. On January 18, 2022, the bourse received the notice on filing (Zheng Jian Li Zheng Li Zheng Zi No. 03720220002) issued by the CSRC. According to the relevant provisions of item (III) of paragraph 1, Article 22 of the provisions on the implementation procedures of administrative licensing of the China Securities Regulatory Commission, the CSRC suspended the examination of the application for administrative licensing of this issuance on January 26, 2022.
Due to the adjustment of work arrangement, Ma Chuanjun, the original signing certified public accountant, will no longer serve as the signing certified public accountant of this issuance, and the signing certified public accountant of this issuance will be changed from Ma Chuanjun and Qu Shuangqing to Wang Xin and Qu Shuangqing. The exchange has fulfilled the corresponding procedures for the change of the signing certified public accountant. The signatories before and after the change and the exchange have issued relevant commitments as required, and the listed company and the independent financial consultant have issued special instructions.
In accordance with the provisions on administrative licensing implementation procedures of China Securities Regulatory Commission and other relevant provisions, the exchange has assigned independent reviewers to perform the necessary review procedures for relevant reports and materials, and issued the review report. The relevant matters of the exchange filed for investigation by the CSRC will not affect its qualification to engage in the audit of securities and futures business, and will not have a substantive impact on the effectiveness of the relevant audit documents issued in this offering.
In addition to the above, as of the date of issuance of this letter of commitment, the independent financial consultant and project sponsor, accounting firm and signing accountant, law firm and signing lawyer employed by the issuer have not been punished by relevant departments. The independent financial consultant, project sponsor, law firm, signing lawyer and accounting firm employed by the issuer have not been changed.
10. In this offering, the performance commitment party promises that the target company Qingdao Beiyang Tianqing digital intelligence Co., Ltd. will determine the promised net profits in 2020, 2021, 2022, 2023 and 2024 according to the principle of the lower of the net profits attributable to the owners of the parent company before and after deducting non recurring profits and losses, respectively, as 27.5 million yuan, 38 million yuan, 41 million yuan 43 million yuan and 46 million yuan. Qingdao Beiyang Tianqing digital intelligence Co., Ltd. has achieved its performance commitments in 2020 and 2021.
11. The company and its chairman, general manager and major shareholders have no major litigation, arbitration and equity disputes, and there are no potential disputes affecting the issuance of new shares.
12. There is no case that major shareholders occupy the company's funds and infringe on the interests of minority shareholders.
13. There are no major changes in laws, policies and markets that affect the sustainable development of the company.
14. The independence of the company's business, assets, personnel, institutions and finance has not changed.
15. There are no restrictive obstacles to the company's main property and equity.
16. The listed company does not violate the information disclosure requirements.
17. The company has no other major events that affect the issuance and listing and the judgment of investors.
18. The company does not have any matters that have a material impact on this offering due to media questioning reports and relevant questioning reports.
After the signing date of this letter of commitment, in case of major events, the exchange and the issuer will report to you in a timely manner.
To sum up, the exchange believes that from December 15, 2021 to the date of issuance of this commitment letter, the issuer has not issued the notice on strengthening the supervision of post meeting matters of companies that intend to issue securities through the issuance and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) The events that should be disclosed that may affect the issuance and have a significant impact on the investors' investment decisions, as described in the operating procedures for the supervision and sealing of post meeting matters of companies that have passed the issuance and examination commission to issue securities (memorandum of stock issuance and Examination Standards No. 5) and the notice on relevant requirements for post meeting matters of refinancing companies.
Hereby promise.
(there is no text on this page, which is the signature page of the letter of commitment of ShineWing Certified Public Accountants (special general partnership) on Beijing Jingcheng Machinery Electric Company Limited(600860) issuing shares, paying cash to purchase assets and raising supporting funds)
Signed CPA:
Wang Xin, Qu Shuangqing
Principal of accounting firm:
Tan Xiaoqing
ShineWing Certified Public Accountants (special general partnership) date:
