Statement and Letter of Commitment
Statement and Letter of Commitment
In view that Beijing Tongmei Xtal Technology Co., Ltd. (hereinafter referred to as “Beijing Tongmei” or “the Company”) plans to apply for an IPO (initial public offering) and be listed on the Science and Technology Innovation Board, our enterprise, as the controlling shareholder of Beijing Tongmei, hereby states and undertakes as follows:
I. The corresponding investment funds when our enterprise subscribes or accepts the transfer of the Company’s registered capital are the owned or self-raised funds with the sources in line with laws and regulations.
II. The Company’s equity held by our enterprise is really held by our enterprise, with the clear ownership, and there is no entrusted shareholding, trust shareholding or other special arrangements.
III. As of the date when this letter is issued, there is no concerted action relationship, voting power entrustment/agency and any other special arrangements between our enterprise and other shareholders of the Company.
IV. From January 1, 2018 to the date when this letter is issued, no single shareholder of our enterprise can independently decide the matters to be deliberated at the shareholders’ meeting of our enterprise based on the voting shares held by such shareholder, and no single director and shareholder of our enterprise can generate the decisive impact on the resolution made by the Board of Directors. Our enterprise does not have the actual controller.
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V. As of the date when this letter is issued, the Company’s shares held by our company have not been pledged, frozen or sealed up, or have not had other third-party rights and interests set on them, and have not been involved in any disputes or potential disputes as well.
VI. From November 2020 to January 2021, our company signed the Supplementary Agreement to Capital Increase Agreement and the Supplementary Agreement II to Capital Increase Agreement with the Company and the interested parties, agreeing that if the Company fails to realize the IPO before December 31, 2022 (or other dates uniformly negotiated and agreed in writing by the parties), or in other specific circumstances, the investors shall have the right to require our enterprise to repurchase all or part of the Company’s equity held by the investors. In addition to the above clause, there are also special right provisions, such as equity transfer restriction, preemption, sales in priority and anti-dilution; the Supplementary Agreement to Capital Increase Agreement shall be automatically terminated from the date when the Company formally submits the IPO application materials to CSRC or the Stock Exchange; if the Company fails to complete the qualified listing before December 31, 2022 (or other dates uniformly negotiated and agreed in writing by the parties), then the repurchase clause shall resume its effectiveness automatically and be effective retroactively from the signing date of the Supplementary Agreement to Capital Increase Agreement.
Except the above circumstances, as of the date when this letter is issued, there has been no effective, written or oral commitment on the investors’ ROI, commitment on the Company’s operation performance, relevant commitments related to the Company’s listing, and agreements or commitments on the matters such as
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compensation clause, share repurchase and gambling involved/possibly involved between our enterprise and the Company and/or other shareholders of the Company.
VII. Since January 1, 2018 till the date when this letter is issued, our enterprise has not been involved in the criminal offences such as corruption, bribery, embezzlement of property, misappropriation of property or destruction of the order of socialist market economy, has not been involved in fraudulent issuance, illegal disclosure of major information or other major illegal acts involving the fields such as the state security, public security, ecological security, production security and public health security, and has not been registered and surveyed or been registered and investigated by a judicial authority but the case has not been closed yet; our enterprise has not been involved in any pending or reasonably foreseeable major litigation, arbitration or administrative penalty cases.
VIII. As of the date when this letter is issued, except the circumstances listed in the annex, our enterprise has not directly or indirectly occupied any rights and interests in the Company’s major clients or suppliers; there has been no association relationship between our company and the intermediaries (refer to Haitong Securities Co., Ltd., Beijing King & Wood Mallesons and Ernst & Young Hua Ming (Special General Partnership), the same below) related to Beijing Tongmei’s application of IPO and listing on the Science and Technology Innovation Board this time as well as actual controllers, shareholders/partners, directors, supervisors, senior executives and handlers of such units.
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IX. All original written materials, duplicates, copies, oral information or testimonies provided by our company for the Company and its intermediaries in terms of the Company’s application of IPO and listing on the Science and Technology Innovation Board this time are true, complete and accurate, without any false, concealed, omitted or misleading content; the duplicates or copies provided by our enterprise are consent with the originals, and the seals and signatures on all documents are true. In case of violating the above-mentioned commitments, our enterprise will compensate the Company and its intermediaries for all the losses caused to them according to law; in case of any circumstances inconsistent with the materials and information provided by our enterprise in the future, our enterprise will immediately notify the Company and its intermediaries.
Hereby state and undertake.
(There is no text below)
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(Without text, this page is a signing page of Statement and Letter of Commitment)
姓名：MORRIS SHEN-SHIH YOUNG
Name: MORRIS SHEN-SHIH YOUNG
Title: authorized representative
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Annex: Shareholding of Our Enterprise in the Clients or Suppliers of Beijing Tongmei
Name of the Company
Shareholding proportion (%)
Beijing JiYa Semiconductor Material Co., Ltd.
Emeishan Jiamei High Pure Materials Co., Ltd.
XiLinGol Tongli Ge Refine Co., Ltd.
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