Huatai United Securities Co., Ltd
about
Fuda Alloy Material Co.Ltd(603045)
Matters related to the “face change” of performance before major asset restructuring or the proposed acquisition of assets in this restructuring
of
Special verification opinions
Independent financial advisor
Date of signing: March, 2002
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united”, “independent financial consultant” and “the independent financial consultant”) accepted the entrustment of Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as ” Fuda Alloy Material Co.Ltd(603045) ” and “listed company”) to act as the independent financial consultant of Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions. As the independent financial adviser of this transaction, in accordance with the relevant requirements of the verification requirements for abnormal performance or proposed assets of listed companies before reorganization issued in the guidance on the application of regulatory rules – listing class No. 1 issued by China Securities Regulatory Commission in July 2020, he conducted special verification on relevant matters of listed companies and issued clear special verification opinions.
1、 Performance of commitments after listing, whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments
Upon inquiry, the annual report, information disclosure documents and instructions issued by Fuda Alloy Material Co.Ltd(603045) on the website designated by Shanghai Stock Exchange, the main commitments made by Fuda Alloy Material Co.Ltd(603045) , Fuda Alloy Material Co.Ltd(603045) actual controllers and their persons acting in concert, directors, supervisors and senior managers since Fuda Alloy Material Co.Ltd(603045) listing (excluding the commitments made by relevant parties in this transaction) and their performance are as follows:
Commitment subject commitment type commitment content commitment period performance
(I) commitments made during initial public offering
1. Served as Fuda Alloy Material Co.Ltd(603045) director or supervisor in Wang Dawu
During the working or senior management period, I will work every year
The number of shares transferred shall not exceed the number of shares directly or indirectly
25% of the total number of Fuda Alloy Material Co.Ltd(603045) shares held; king
The controlling shares of Dawu will not be transferred within six months after his resignation
Fuda Alloy Material Co.Ltd(603045) shares actually or indirectly held by Donghe; two
The controller agrees that the shares of the issuer held by him shall expire upon the expiration of the lock up period
If the actor Wang Zhong shares are reduced within two years after sale, the reduction price shall not be lower than the long-term effective issuance price of male, Chen Chen and Chen Chen; If the company becomes public within six months after listing
The closing price of Chen Songyang and Lu Si’s shares for 20 consecutive trading days
Xiaohe is lower than the offering price, or six months after listing
If the closing price at the end of the period is lower than the issue price, its holding company
The lock up period of the company’s shares is automatically extended by six months
Month. I promise that I will not change because of Wang Dawu’s position
Abandoning the performance of the above commitments for reasons such as change, resignation, etc
Promise.
Commitment subject commitment type commitment content commitment period performance
The shares of the issuer held by the issuer shall be held within two days after the expiration of the lock up period
If the holding shares of the company are reduced within the year, the reduction price shall not be lower than the issue price
And actual price control; If the company’s stock lock expires within six months after the company’s listing
After the closing prices of the maker Wangda shares were low for 20 consecutive trading days, the issuing price of Wu and director Chen Yu shall be strictly observed on the 24th, or the last six months after listing
Songyang’s closing price is lower than the issue price, and it holds shares of the company
The lock-in period of tickets is automatically extended by six months.
1. If within two years after the expiration of the lock-in period, I intend to
If the shares are reduced, the reduction price (after the resumption of rights)
Not lower than the initial public offering
The issue price of (refers to the price after the resumption of rights); lock
Within two years after the expiration of the term, I will reduce my holdings every year
The total number of shares held by the company shall not exceed
Registered on the last trading day of the year
20% of the total number of shares under his name. Due to the company’s entry
Distribution of exercise interests, reduction of capital and reduction of shares, etc
In case of any change in the company’s shares held by the company’s controlling shares, the shares of the company can be purchased from the company in the corresponding year
The amount of shares actually controlled and transferred by the company shall be changed accordingly; (II) the strict executor and one of the company’s shares held by him / her shall be listed 60 days in advance of three trading days
Make public announcement to the person acting, and follow the regulations of the stock exchange for six months
Timely and accurately perform the obligation of information disclosure;
3. If I violate the above reduction intention, this
I promise to accept the following binding measures: ① I
It will be held at the shareholders’ meeting and the meeting designated by the CSRC
The disclosure media publicly stated that it violated the intention to reduce its holdings
And report to the company’s shareholders and the public
Apologize to investors; ② My company
Since the date when I violate the above reduction intention
No reduction is allowed within 6 months from the date of issuance.
If the company’s prospectus is approved by relevant regulatory authorities
The existence of false records, misleading statements or
Fuda Alloy Material Co.Ltd(603045) other major omissions constitute a major and real threat to the judgment of whether the company meets the long-term and effective issuance conditions and strictly performs the legal provisions
In case of qualitative impact, the company will be under the supervision and administration of securities
When the department makes the above determination, it shall buy back the first share according to law
Commitment subject commitment type commitment content commitment period performance
All new shares issued in this public offering, and
Start the repurchase procedure within trading days, and the repurchase price
It is the issuing price plus the bank deposit interest for the same period
Interest (if the company’s shares have dividend distribution, share bonus and capital)
Ex rights and ex interest matters such as the conversion of the accumulation fund into share capital
The shares repurchased include initial public development
All new shares and their derivative shares of the bank shall be issued
Price will be adjusted accordingly (ex right and ex interest)
Or other prices approved by the securities regulatory authorities.
The existence of false records, misleading statements or
The major omission of the company’s controlling shareholders is important to judge whether the company meets the requirements
If the issuance conditions stipulated by other laws constitute a significant, long-term, effective and strict performance system and its qualitative impact, I will be in the securities supervision and administration
When the Department responsible for the action makes the above determination, urge the company to
The law repurchases all new shares issued in the initial public offering.
If the company’s prospectus is actually controlled by relevant regulatory authorities
The controlling party and the holding company determine that there are false records, misleading statements or
Major omissions by shareholders and all others have resulted in investors’ long-term effective and strict performance of directors, supervisors
If the senior manager is vulnerable to losses, he will compensate for the investment according to law
Loss of personnel.
1. Not free of charge or on unfair terms
Individuals or individuals transfer benefits, and do not use their
Damage the interests of the company in other ways; 2. For directors and senior executives
The job consumption behavior of first-class managers is about
All directors of the company; 3. Do not use the company’s assets to engage in its performance
The senior manager has nothing to do with other duties; 4. The board of directors or the board of directors shall strictly implement the remuneration system and the company’s remuneration system formulated by the personnel assessment committee in a long-term and effective manner
Linking the implementation of the compensation measures;
5. Exercise clause of equity incentive of the company to be announced
Implementation of the company’s compensation measures
Phase hook.
(II) other commitments
Actual controller Wang Dawu, the actual controller of other companies, and his consistent bank have been effectively and strictly implemented for a long time
Commitment subject commitment type commitment content commitment period performance
Wang Dawu and his colleagues have issued the “on avoiding horizontal competition”
“Letter of commitment of persons acting in concert”, the contents of which can be found in the prospectus
After verification, the independent financial adviser believes that from the date of listing of Fuda Alloy Material Co.Ltd(603045) to the date of issuing the special verification opinions, the relevant commitments made by Fuda Alloy Material Co.Ltd(603045) and relevant commitment parties have been fulfilled or are in normal performance, and there is no violation of the provisions of laws and regulations such as guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies, There is no non-standard commitment or failure to fulfill the commitment according to law.
2、 The standardized operation in the last three years, whether there are illegal fund occupation, illegal external guarantee and other situations, whether the listed company and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have been subject to administrative and criminal penalties, whether they have been taken regulatory measures, disciplinary measures by the exchange or administrative regulatory measures by the dispatched office of the CSRC, Whether it is being filed for investigation by judicial organs, by the CSRC or by other competent departments
(I) whether the listed company has any illegal occupation of funds or illegal external guarantee in the last three years. According to the annual report of the listed company in the last three years, the audit report of the listed company in the last three years issued by the accounting firm and the special description of the capital transactions of related parties, and after consulting the websites of China Securities Regulatory Commission and Shanghai Stock Exchange, the financial consultant believes that, In the past three years, the listed company has not had its funds occupied by the actual controller and its related parties in violation of regulations or external guarantee in violation of regulations.
(II) whether the listed company and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have been subject to administrative or criminal punishment in the past three years, whether they have been taken regulatory measures or disciplinary measures by the exchange or administrative regulatory measures by the dispatched office of the CSRC, and whether they are being filed for investigation by the judicial organ, the CSRC or other competent departments
According to the commitments issued by the listed company and its controlling shareholders, actual controllers, current directors, supervisors and senior managers
