Beijing Jingcheng Machinery Electric Company Limited(600860)
Letter of commitment and payment of supporting assets after the issuance of shares
China Securities Regulatory Commission:
The project of Beijing Jingcheng Machinery Electric Company Limited(600860) (hereinafter referred to as ” Beijing Jingcheng Machinery Electric Company Limited(600860) “, “listed company” and “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”) was approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC” and “your commission”) on December 15, 2021 It was approved at the 33rd working meeting of the review committee of mergers and acquisitions of Listed Companies in 2021. 1、 Matters after the meeting
According to the requirements of your commission’s notice on strengthening the supervision of post meeting matters of companies that have passed the issuance and examination commission to issue securities (Zheng Jian FA FA Zi [2002] No. 15), memorandum of Stock Issuance Examination Standards No. 5 (newly revised) – operating procedures for the supervision and sealing of post meeting matters of companies that have passed the issuance and examination commission to issue securities, and other relevant documents, The specific circumstances of the issue that may affect the issue and have a significant impact on investors’ investment decisions from the date of review by the M & A Review Committee of listed companies of your Association (December 15, 2021) to the date of issuance of this commitment letter (hereinafter referred to as the “post meeting event period”) are as follows:
The audit institution of this offering, ShineWing Certified Public Accountants (special general partnership) (hereinafter referred to as “ShineWing” or “audit institution”) received the notice on filing (Zheng Jian Li Jian Li Jian Zi No. 03720220002) issued by the CSRC on January 18, 2022, According to the relevant provisions of item (III) of paragraph 1 of Article 22 of the provisions on the implementation procedures of administrative license of China Securities Regulatory Commission, the CSRC suspended the examination of the application for administrative license for this issuance on January 26, 2022.
The signing certified public accountant of the above registered 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 registered investigation project, according to the internal system of ShineWing quality control review, 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, 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. ShineWing has fulfilled the corresponding procedures for signing the change of certified public accountants. ShineWing, the signatory before the change and the signatory after the change have issued relevant commitments as required, and the listed company and the independent financial adviser have issued special instructions.
In accordance with the provisions on administrative licensing implementation procedures of China Securities Regulatory Commission and other relevant provisions, ShineWing 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 ShineWing is sufficient and appropriate, which provides a basis for issuing audit / review opinions; ShineWing certified public accountants and members of the project team have maintained their independence, and the signed certified public accountants have a good practice record and have not been punished by industry associations and relevant administrative departments; The audit opinion issued by ShineWing is appropriate; There are no false records, misleading statements or major omissions in the documents produced and issued by ShineWing for the project. The relevant matters of ShineWing 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 by ShineWing in this offering.
In addition to the above, as of the date of issuance of this letter of commitment, Beijing Jingcheng Machinery Electric Company Limited(600860) has not been punished by relevant departments for the independent financial consultant and project sponsor, accounting firm and signing accountant, law firm and signing lawyer, and Beijing Jingcheng Machinery Electric Company Limited(600860) has not changed the independent financial consultant and project sponsor, law firm, signing lawyer and accounting firm. 2、 Relevant commitments
The listed company’s special commitments to relevant post meeting matters are as follows:
1. The financial reports of the listed company for 2018, 2019 and 2020 have been audited by the audit institution and issued standard unqualified audit reports respectively;
2. During the period after the meeting, there is no situation affecting Beijing Jingcheng Machinery Electric Company Limited(600860) to issue new shares;
4. The financial status of the listed company is normal, and there is no abnormal change in the statement items;
5. The listed company has no major changes in corporate structure such as asset replacement, equity and debt restructuring;
6. The main business of the listed company has not changed;
7. Ms. Yang Yi, the general counsel of the listed company, submitted a written resignation application on January 19, 2022. Due to job changes, Ms. Yang 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. After deliberation at the first extraordinary general meeting of shareholders in 2022 held on February 24, 2022, Mr. man Huiyong was elected as the non-executive director of the 10th board of directors of the 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 listed company has no related party transactions that fail to fulfill the legal procedures, and no major related party transactions that should be disclosed in the application materials but have not been disclosed;
9. On January 18, 2022, the audit institution of this issuance received the notice on filing (Zheng Jian Li Zheng 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. ShineWing has fulfilled the corresponding procedures for signing the change of certified public accountants. ShineWing, the signatory before the change and the signatory after the change have issued relevant commitments as required, and the listed company and the independent financial adviser have issued special instructions.
In accordance with the provisions on administrative licensing implementation procedures of China Securities Regulatory Commission and other relevant provisions, ShineWing has assigned independent reviewers to perform the necessary review procedures for relevant reports and materials, and issued the review report. The relevant matters of ShineWing 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 by ShineWing in this offering.
In addition to the above circumstances, as of the date of issuance of this letter of commitment, Beijing Jingcheng Machinery Electric Company Limited(600860) has not been punished by relevant departments for the independent financial consultant and project sponsor, accounting firm and signing accountant, law firm and signing lawyer, and Beijing Jingcheng Machinery Electric Company Limited(600860) has not changed the independent financial consultant and project sponsor, law firm, signing lawyer and accounting firm;
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. According to the audited financial data of Qingdao Beiyang Tianqing digital intelligence Co., Ltd., its 2020 performance commitment has been realized and its 2021 performance commitment has been realized; 11. The listed company and its chairman, general manager and major shareholders have no new major litigation, arbitration and equity disputes, and there are no potential disputes affecting the company’s issuance of new shares;
12. The listed company does not have the situation that major shareholders occupy the company’s funds and infringe on the interests of minority shareholders;
13. The listed company has not undergone major changes in laws, policies and markets that affect the sustainable development of the company;
14. The independence of the business, assets, personnel, institutions and finance of the listed company has not changed;
15. There are no restrictive obstacles to the main property and equity of the listed company;
16. The listed company does not violate the information disclosure requirements;
17. The listed company has no other major events that affect the issuance and listing and the judgment of investors;
18. The listed company does not have any matters that have a material impact on the issuance due to media questioning reports and relevant questioning reports.
After the issuance date of this letter of commitment, in case of major events, the listed company and the independent financial adviser will report to the China Securities Regulatory Commission in a timely manner.
To sum up, the listed company solemnly promises that the notice on strengthening the supervision of post session matters of companies that intend to issue securities through the issuance and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) did not occur during the post session matters of Beijing Jingcheng Machinery Electric Company Limited(600860) Matters that may affect this offering and have a significant impact on investors’ investment decisions as described in the memorandum of standards for the examination of stock issuance No. 5 (newly revised) – operating procedures for the supervision and sealing of post meeting matters of companies that have passed the securities to be issued by the issuance and Examination Commission.
Hereby promise.
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Beijing Jingcheng Machinery Electric Company Limited(600860) mm / DD / yy
