Securities code: 002771 securities abbreviation: Beijing Transtrue Technology Inc(002771) announcement Code: 2021-045 Beijing Transtrue Technology Inc(002771)
Announcement on the reply to the concern letter of Shenzhen Stock Exchange (concern letter [2021] No. 305 of the company Department)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Transtrue Technology Inc(002771) (hereinafter referred to as “the company”) attached great importance to the letter of concern on Beijing Transtrue Technology Inc(002771) issued by the management department of listed companies of Shenzhen Stock Exchange on August 20, 2021 (company department’s attention letter [2021] No. 305, hereinafter referred to as “the attention letter”), and verified the issues listed in the attention letter to relevant shareholders and directors one by one, The reply is hereby announced as follows:
Question 1: the announcement shows that the five shareholders issued a letter of commitment to Longyue holdings, promising to control the scale of original business inventory and accounts receivable in the company’s consolidated statements in 2020 within RMB 550 million. If the above indicators are not completed, the five shareholders pledge the company’s shares equivalent to the difference between the actual scale and the committed scale of the current year to Longyue holdings for free as a guarantee for the recovery of the corresponding amount until the corresponding amount is recovered. Your company is requested to disclose the background, specific time and specific contents of the above letter of commitment, and self-examine whether the above letter of commitment belongs to the matters to be disclosed. If so, please explain the reasons for the failure to disclose in time in the previous period.
reply:
1、 Background and time of issuance of letter of commitment
On June 21, 2019, Suzhou Ruiming Information Technology Co., Ltd. (hereinafter referred to as “Ruiming”) and five founding shareholders (hereinafter referred to as “Founding shareholders”) including Mr. Wang Guohong, Mr. Hu Xiaozhou, Ms. Wu Lan, Mr. Ma Ya and Mr. Chen Ruiliang signed the exclusive entrustment reduction agreement and transaction plan, It is determined that the founding shareholders transfer 19% of their Beijing Transtrue Technology Inc(002771) shares to the recommender of Ruiming (in two stages, the first stage transfers 11.77% of the shares and the second stage transfers 7.23% of the shares), reduce their holdings of Beijing Transtrue Technology Inc(002771) 10.9% of the shares according to the market price, and finally realize the overall transaction arrangement in which the founding shareholders reduce their cumulative holdings of Beijing Transtrue Technology Inc(002771) 29.9% of the shares, and Ruiming recommender obtains the control right of Beijing Transtrue Technology Inc(002771) .
On August 24, 2019, the founding shareholder and Ruiming signed the supplementary agreement to the exclusive entrustment reduction agreement to determine that after the completion of the transfer of 11.78% of the shares in the first stage Beijing Transtrue Technology Inc(002771) , the reduction of 7.22% of the shares in the second stage Beijing Transtrue Technology Inc(002771) will be completed in September 2020.
On August 24, 2019, the founding shareholder issued a letter of commitment to Suzhou Longyue Holding Co., Ltd. (i.e. the recommender of Ruiming, hereinafter referred to as “Longyue holding” or “Suzhou Longyue”), stating that Longyue holding intends to purchase Beijing Transtrue Technology Inc(002771) 24720000 shares held by the founding shareholder in cash. In order to ensure the smooth progress of the transaction and Suzhou Longyue can effectively carry out the subsequent production and operation activities of Beijing Transtrue Technology Inc(002771) , the founding shareholder made relevant statements, guarantees and commitments to Longyue Holdings (see “II. Specific contents of the commitment letter” below for details).
On the same day, Hu Xiaozhou, the shareholder of the company, issued a letter of commitment to Ruiming, promising that from the time when the transfer registration of shares agreed in the share transfer agreement is completed to the time when Hu Xiaozhou, Wang Guohong, Maya, Chen Ruiliang and Wu Lan jointly reduce their holdings of 29.90% of the company’s shares, Voluntarily give up the voting rights corresponding to all the shares of the company (including the shares generated by the company’s share transfer), and do not entrust any other party to exercise the voting rights. (see the appendix of this announcement for all previously undisclosed documents mentioned above)
On August 30, 2019, the founding shareholder signed the share transfer agreement with Longyue holdings to transfer its Beijing Transtrue Technology Inc(002771) 24720000 shares (accounting for 11.78% of the total share capital of Beijing Transtrue Technology Inc(002771) ) to Longyue holdings; On the same day, Mr. Wang Guohong signed the voting right entrustment agreement with Longyue holdings and irrevocably entrusted the voting rights of Beijing Transtrue Technology Inc(002771) 14.59% of his shares to Longyue holdings. (see the suggestive announcement on changes in shareholders’ equity and changes in controlling shareholders and actual controllers of the company disclosed by the company on August 31, 2019 (Announcement No.: 2019-047))
2、 Specific contents of the letter of commitment
The specific terms of the letter of commitment are as follows:
“As of the signing date of this commitment letter, as a shareholder of Beijing Transtrue Technology Inc(002771) , the promisor and Suzhou Longyue Holding Co., Ltd. signed the share transfer agreement on Beijing Transtrue Technology Inc(002771) between Suzhou Longyue Holding Co., Ltd. and Wang Guohong, Hu Xiaozhou and others in August 2019. Suzhou Longyue plans to purchase Beijing Transtrue Technology Inc(002771) jointly held by the promisor in cash 24720000 shares. In order to ensure the smooth progress of the transaction and Suzhou Longyue can effectively carry out subsequent production and operation activities for Beijing Transtrue Technology Inc(002771) , the promisor makes the following representations, warranties and commitments to Suzhou Longyue:
Article 1 effective signing of letter of commitment
(i) The promisor is a natural person with full capacity for civil rights and civil conduct, and has the right to sign and perform this letter of commitment.
（2） Signing this letter of commitment will not cause the promisor to violate the articles of association of Beijing Transtrue Technology Inc(002771) and any other agreements, contracts or commitments signed by the promisor.
（3） Signing this letter of commitment will not cause the promisor to violate the provisions of relevant laws, regulations, rules and other normative documents.
Article 2 authenticity, accuracy and completeness of the information provided
(i) The materials provided by the promisor to Suzhou Longyue and all intermediaries involved in this transaction are true, accurate and complete written materials or copies. The copies or copies of such materials are consistent with their original materials or originals. The signatures and seals of all documents are true. The signatories of such documents are legally authorized and effectively sign such documents.
（2） The explanation and confirmation issued by this commitment for this transaction are true, accurate and complete, without any false records, misleading statements or major omissions.
Article 3 performance commitment and compensation
(i) The promisor promises that in 2019, 2020 and 2021, Net profit of original business (multimedia video system construction and service business, data center system construction and service business, the same below) within the scope of Beijing Transtrue Technology Inc(002771) consolidated statements of each year (the lower of the net profit after tax attributable to the owner of the parent company before and after deducting non recurring profits and losses in the consolidated statements prepared in accordance with the Chinese accounting standards for business enterprises and audited by an audit institution qualified for securities and futures business, the same below) shall not be less than RMB 10 million. If it is less than RMB 10 million, the promisor shall pay Suzhou Longyue the difference between the actual net profit and the promised net profit of the current year within 30 natural days after the announcement of the Beijing Transtrue Technology Inc(002771) annual report.
（2） The promisor promises that the accumulated operating income of the original business in the Beijing Transtrue Technology Inc(002771) consolidated statements for the three fiscal years of 2019, 2020 and 2021 will not be less than RMB 1.8 billion, otherwise the promisor will make cash compensation to Suzhou Longyue at 7.27% of the difference.
（3） The promisor promises to strengthen the collection of Beijing Transtrue Technology Inc(002771) or / and its subsidiaries, reduce the amount of accounts receivable and control the scale of inventory in 2019, 2020 and 2021; The total scale of original business inventory and accounts receivable in the Beijing Transtrue Technology Inc(002771) consolidated statement in 2019 decreased by 20% compared with that in 2018, the scale of original business inventory and accounts receivable in the Beijing Transtrue Technology Inc(002771) consolidated statement in 2020 was controlled within RMB 550 million, and the scale of original business inventory and accounts receivable in the Beijing Transtrue Technology Inc(002771) consolidated statement in 2021 was controlled within RMB 500 million; Beijing Transtrue Technology Inc(002771) the recognition of the amount of accounts receivable and inventory scale of the original business in the consolidated statements shall be subject to the recognition of the audited book value by an audit institution qualified for securities and futures related business. If the above indicators are not completed, the promisor will pledge Beijing Transtrue Technology Inc(002771) shares equivalent to the difference between the actual scale and the committed scale of the current year to Suzhou Longyue free of charge as a guarantee for the recovery of the corresponding amount until the corresponding amount is recovered; If the promisor has no equivalent Beijing Transtrue Technology Inc(002771) shares at that time, the difference part shall be pledged or mortgaged to Suzhou Longyue with the assets of the promisor (including but not limited to certificates of deposit, insurance policies, marketable securities and real estate, etc.) as a guarantee for the recovery of the corresponding amount until the corresponding amount is recovered. If the corresponding amount is still not recovered before December 31, 2023, the promisor shall compensate Suzhou Longyue in cash.
If Beijing Transtrue Technology Inc(002771) or / and its subsidiaries’ newly signed contracts related to the original business in a certain year in 2019, 2020 and 2021 exceed RMB 750 million, and the accounts receivable and inventory scale of the original business within the scope of Beijing Transtrue Technology Inc(002771) consolidated statements in that year exceed the amount agreed above, The amount of mortgage or pledge and compensation corresponding to the balance of the year shall be negotiated separately by both parties.
（4） The promisor promises that as of December 31, 2021, Beijing Transtrue Technology Inc(002771) the accumulated bad debt loss from the original business in 2019, 2020 and 2021 within the scope of consolidated statements will not exceed RMB 50 million, and the part exceeding RMB 50 million will be compensated by the promisor to Suzhou Longyue in cash. The statistical recognition criteria of bad debt loss amount are as follows:
Withdrawing bad debts according to aging analysis of receivables due under Beijing Transtrue Technology Inc(002771) or / and its subsidiaries’ original business contracts: 1 If the aging of due receivables is within 3 years (excluding 3 years), both parties shall analyze and determine whether to withdraw bad debts according to the specific conditions of the contract; 2. If the aging of due receivables is 3-4 years (excluding 4 years), the bad debt of receivables shall be withdrawn at 50%; 3. If the aging of due receivables is 4-5 years (excluding 5 years), the receivables shall be withdrawn at 80%; 4. If the aging of due receivables is 5 years or more, it shall be withdrawn at 100%.
（5） The promisor promises that in 2019, 2020 and 2021, the net value of operating cash flow of the original business in each year within the scope of Beijing Transtrue Technology Inc(002771) consolidated statements is positive and not less than RMB 20 million. If the above indicators are not completed, the promisor shall pay Suzhou Longyue the difference between the actual net value and the committed net value of the current year.
The promisor promises: after the completion of this transaction, ensure that Beijing Transtrue Technology Inc(002771) timely start the work of sinking its original business and some employees to a wholly-owned subsidiary, agree and cooperate with the relocation of the listed company; Before December 31, 2021, if Suzhou Longyue provides guarantee for Beijing Transtrue Technology Inc(002771) or / and its subsidiaries’ original business capital needs (including but not limited to financing loans, bank credit, etc.), the promisor will provide counter guarantee to Suzhou Longyue according to the guarantee provided by Suzhou Longyue. In order to complete the commitments agreed in Article 3 of this commitment letter, the promisor promises to timely report the capital demand plan for Beijing Transtrue Technology Inc(002771) or / and its subsidiaries to Suzhou Longyue, and finally confirm the implementation after Beijing Transtrue Technology Inc(002771) or / and its subsidiaries perform the corresponding review procedures.
Article 5 stability of Beijing Transtrue Technology Inc(002771) core personnel
(i) The promisor will ensure the stability of the existing core employees of Beijing Transtrue Technology Inc(002771) or / and its subsidiaries, and ensure that such core employees will serve in Beijing Transtrue Technology Inc(002771) or / and its subsidiaries at least until December 31, 2021 (the total number of departures before December 31, 2021 shall not exceed 10), but those who leave with the written consent of Suzhou Longyue shall not be counted in the number of departures.
For the list of the above core employees, see the annex to this commitment letter.
（2） During his / her employment in Beijing Transtrue Technology Inc(002771) or / and its subsidiaries and within 3 years after his / her resignation, without the written consent of Suzhou Longyue, the promisor and his / her close family members shall not directly or indirectly engage in the same, similar or competitive business with Beijing Transtrue Technology Inc(002771) or / and its subsidiaries in China, nor directly or indirectly have the same Units with similar or competitive relationship shall not serve customers or partners of Beijing Transtrue Technology Inc(002771) or / and its subsidiaries in the name other than Beijing Transtrue Technology Inc(002771) or / and its subsidiaries. The above close family members include spouses, children over the age of 18 and their spouses, parents and their spouses’ parents, brothers and sisters and their spouses, brothers and sisters of spouses, and parents of children’s spouses.
Article 6 contingent liabilities
(i) The promisor guarantees that: Beijing Transtrue Technology Inc(002771) or / and its subsidiaries have obtained all necessary approvals, approvals, permits, licenses, registration, filing, project approval, environmental impact assessment, safety impact assessment, etc. since its establishment; Beijing Transtrue Technology Inc(002771) or / and its subsidiaries have not committed major violations of laws and regulations since its establishment, and have not been subject to major penalties in violation of the provisions of competent departments such as industry and commerce, taxation, land, housing management, environmental protection, work safety, quality and technical supervision, labor and social security, housing provident fund, fire control, foreign exchange and customs.
（2） The promisor guarantees that: Beijing Transtrue Technology Inc(002771) or / and its subsidiaries have not had litigation, arbitration or administrative punishment cases that have a significant adverse impact on production and operation since its establishment; As of the signing date of this letter of commitment, Beijing Transtrue Technology Inc(002771) or / and its subsidiaries have no potential major litigation, arbitration or administrative punishment.
（3） The promisor guarantees that as of the signing date of this letter of commitment, Beijing Transtrue Technology Inc(002771) or / and its subsidiaries have not been filed for investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations, and have not been subject to administrative or criminal penalties; Beijing Transtrue Technology Inc(002771) or / and its subsidiaries are not subject to regulatory measures taken by the Shenzhen Stock Exchange (including but not limited to disciplinary actions such as circular criticism and public condemnation).
（4） The promisor guarantees that as of the signing date of this commitment letter, Beijing Transtrue Technology Inc(002771) or / and its subsidiaries have no outstanding major litigation, arbitration or administrative punishment that has not been disclosed on the information disclosure platform designated by the CSRC.
（5） The promisor promises to review and confirm the connected transactions of Beijing Transtrue Technology Inc(002771) listed on Shenzhen stock exchange that have not fulfilled the internal decision-making procedures before August 31, 2019 in accordance with the requirements of laws, regulations and normative documents, and actively regulate connected transactions, remove illegal external guarantees (if any), return the Occupied Funds (if any) Fulfill relevant information disclosure obligations and strengthen internal control; If Beijing Transtrue Technology Inc(002771) or / and its subsidiaries’ internal control is not standardized before the completion of this transaction (including but not limited to related party transactions without consideration and disclosure, illegal external guarantee, existing Beijing Transtrue Technology Inc(002771) or / and its subsidiaries
