Hunan Qiyuan Law Firm's Commitment Letter on Major Events after the Non-public Issuance of A Shares in Hunan Keli Yuanxin Energy Co., Ltd. China Securities Regulatory Commission: Hunan Keli Yuanxin Energy Co., Ltd. (hereinafter referred to as “Issuer†The application for the non-public issuance of A shares (hereinafter referred to as “this issuanceâ€) has been reviewed by the Audit Committee of the Association on December 28, 2016 (hereinafter referred to as the “Audit Review Dayâ€). The application documents have been closed. Hunan Qiyuan Law Firm (hereinafter referred to as “Qiyuanâ€), as the issuer’s lawyer for the issue of this issue, continued to give matters to the issuer’s review after passing the audit by virtue of diligence, honesty and honesty. Sustained and necessary attention, in accordance with the "Notice on Strengthening the Supervision of Post-Conference Matters of Companies Proposed to Issue Securities through the Board of Auditors" (Zheng Jian Distribution [2002] No. 15) (hereinafter referred to as "No. 15"), "Stocks" Issue Verification Standard Memorandum No. 5 - Operational Regulations on Post-Conference Supervision and Sealing Work of Companies That Have Passed the Securities Issued by the Board of Auditors (hereinafter referred to as "the Stock Issuance Review Standard Memorandum No. 5") and "About The Notice of the Relevant Requirements for the Post-meeting Matters of the Financing Company (Issue of Issuance Supervision Letter [2008] No. 257) (hereinafter referred to as the “requirements for refinancing eventsâ€) and other relevant requirements, Kaiyuan’s self-issued review date to the present The special explanation of the events occurred during the delivery date ("post-meeting matters") carried out special due diligence, and the current commitments are as follows: The issuer's self-issued review day to this During the special delivery date, there is no such thing as the impact of the issuer's No. 15 document, the stock issuance review standard memorandum No. 5 and the refinancing meeting requirements, which affects the issuer's current issuance and has a significant impact on investors' investment decisions. Major issues that should be disclosed. The issuer complies with the conditions set out in the Memorandum of the Stock Issue Review Standard No. 5 and is not resubmitted to the Audit Review Committee. The details are as follows: 1. Tianjian Certified Public Accountants (Special General Partnership) issued a standard unqualified audit report on the issuer's financial report for 2014 and 2015 (Tianjian Audit)
No. 2-158, Tianjian
No. 2-225). On March 23, 2017, Tianjian Certified Public Accountants (Special General Partnership) issued an audit report with unqualified audit opinions on the issuer's 2016 financial report (Tianjian Audit)
No. 2-79). The emphasized content in the audit report is “We remind the users of financial statements to pay attention. As mentioned in Note 13 (II) of the financial statements, in 2016, due to the relocation of the CHS project to Foshan, Guangdong, according to the management committee of Keliyuan and Changsha High-tech Zone The “Project Investment Termination Contract†will be signed, and the holding subsidiary Keliyuan CHS Company will pay the compensation fund for the relocation of Changsha High-tech Zone Management Committee of RMB 12,623,180; at the same time, according to Keliyuan Company and Keliyuan CHS Company and Foshan City Zen The cooperation agreement signed by the city government for the relocation of the CHS project to Foshan Chancheng, Keliyuan CHS received the relocation compensation of RMB 125 million from the Chancheng District Government of Foshan. The content of this paragraph does not affect the published audit opinion. On March 23, 2017, Tianjian Certified Public Accountants Co., Ltd. (Special General Partnership) issued a special note on the non-standard audit opinion issued by Hunan Keli Yuanxin Energy Co., Ltd. 2016 Annual Audit Report (Tianjian Letter)
No. 2-22), confirming that “the compensation expenses for relocation and the compensation income for relocation of CHS projects involved in the stressed items are affected, which affects the net profit of Keliyuan Company in 2016 by RMB 1,231,800â€; “The matters involved in the above-mentioned emphasized items are not The China Securities Regulatory Commission promulgated on December 22, 2001, the “Company Disclosure and Compilation Rules for Public Offering of Securities No. 14 - Non-standard Unqualified Audit Opinions and the Treatment of Matters Relating to It†clearly violates accounting standards and systems. And the circumstances stipulated by the relevant information disclosure regulations." The issuer's board of directors believes that the above-mentioned audit opinion objectively reflects the actual situation of the issuer. The compensation expenses and relocation income of the CHS project involved in the emphasis are reduced by the issuer's 2016 net profit of RMB 1,231,800. The issuer's CHS hybrid system business has made significant progress after years of accumulation, innovation and repeated practice. The products of the first CHS powertrain system have been on the market. After relocating to Foshan in August 2016, the CHS project completed the demolition of the project construction land in November 2016, obtained 120 mu of construction land and obtained the land certificate, completed the urban planning permit, construction project planning permit, etc. The overall project of the project has been completed and the project has been promoted smoothly. It is expected that the construction of the project and the installation and commissioning of the process equipment will be completed in 2017 and mass production will be completed. The issuer has formulated specific measures for specific projects, set up project special work supervision team, strengthen the continuous construction management of the project, strengthen the work communication with the local government departments of the project construction, fully promote the construction progress of the project, and realize the hybrid system products as soon as possible. The mass production of Foshan provides the company's operating efficiency and improves and expands the business results of the CHS industry. In summary, the audit opinion issued by Tianjian Certified Public Accountants Co., Ltd. (special general partnership) is an unqualified opinion with an emphasis on the paragraphs that are not included in the “Measures for the Administration of Securities Issuance of Listed Companiesâ€. In the most recent year and the first half of the financial statements, the certified public accountant issued an audit report with reservations, negative opinions or opinions that could not be expressed. 2 2. After verification and confirmation to the issuer, Qiyuan believes that the issuer has not affected the issue. . The legal opinion issued by Qiyuan did not affect the issuer's current issuance. 3. The issuer has no major violations of laws and regulations. 4. Except for the following cases, the issuer's financial status is normal and there are no abnormal changes in the report items. According to the issuer's 2014, 2015, and 2016 annual audit reports, the auditors' 2014, 2015, and 2016 audited net profit attributable to the parent company are as follows: Project 2014, 2015, 2016, 2016, attributable to the parent company's owner Net profit of -45,938,900 yuan, 7.4638 million yuan - 21,160,100 yuan According to the issuer's first quarterly report for 2017 released on April 29, 2017, the issuer's operating income for the first three months of 2017 was RMB 40,287,555,000, which was attributable to the parent company. The net profit of the person is -32,842,200 yuan. The issuer's first quarter financial data has not been audited. (1) The issuer's 2016 net profit is a negative correlation analysis According to the issuer's statement, the main reason for the issuer's 2016 net profit is negative: 1 The issuer's 2016 annual operating income structure has changed, and the gross profit margin has decreased year by year. The three-year operating income is mainly composed of nickel products, power batteries and pole pieces, civilian batteries and trading business. Although the issuer's 2016 annual operating income increased compared with 2015, after the trade business was excluded, the proportion of nickel products and civilian batteries with higher gross profit in 2016 decreased, and the power batteries and pole pieces and mixed with lower gross profit margins were mixed. The proportion of power system and pure electric system business increased, which reduced the overall gross profit of the issuer in 2016. In 2016, the gross profit realized by the issuer was RMB 95.514 million, which was lower than that of 2015 and 2014. The lower gross profit margin of the issuer's power battery and pole piece in 2016 is mainly due to the decrease in orders from Honda Techno Industries Co., Ltd. (hereinafter referred to as "Honda") and the decline in capacity utilization caused by strategic transformation; Hunan Keba Automotive Power Battery The limited liability company (hereinafter referred to as “Hunan Kebaâ€) has a short operation time and is still in the early stage of operation. It has not achieved large-scale mass production and has a low gross profit margin. The lower gross profit margin of the issuer's hybrid power system business in 2016 was mainly due to the fact that the hybrid power system production line of Keliyuan Hybrid Power Technology Co., Ltd. (hereinafter referred to as “CHSâ€) was put into production in November 2015, and the first product is still in operation. In the initial stage of industrialization, the large-scale supply ecological chain has not been realized, and the component cost and fixed cost allocation are relatively high. In addition, the main products are in the market promotion period, and the sales price of product sales is limited. 2 The issuer's expenses for 2016 increased. In 2014, 2015 and 2016, the company's total expenses during the period were 203.359 million yuan, 214.403 million yuan and 276.726 million yuan, accounting for 23.8%, 19.1% and 16.3% of operating income respectively. The proportion has decreased year by year. The increase in the scale of expenses during the period was mainly due to the increase in sales expenses and management expenses caused by CHS and Fujian Fugong due to business expansion. 3 Issuer's 2016 annual tax and surcharges increased 2016 corporate tax and surcharges increased by 5.78 million yuan compared with 2015, mainly based on the Ministry of Finance's “VAT Accounting Regulations†(Finance
No. 22) and "Interpretation of Related Issues" will report the amount of stamp duty, property tax and land use tax for the period from May to December 2016 in the "taxes and surcharges" subject, and the previous related amount is reported in the "administrative expenses" "subject. 4 Issuer's 2016 asset impairment losses increased In 2014, 2015 and 2016, the company's asset impairment losses were 6.51 million yuan, 104.21 million yuan and 37.094 million yuan respectively. The significant increase in corporate asset impairment losses in 2016 compared to 2015 was mainly due to the year-on-year increase in inventory depreciation losses. On the one hand, the CHS hybrid system production line was put into operation in November 2015, and the first product was still in the early stage of industrialization. In the slope stage, the large-scale supply ecological chain has not been realized, and the component cost and fixed cost allocation are relatively high. In addition, the main products are in the market promotion period, the product sales price is limited in bargaining space, and the gross profit margin is negative, corresponding to the finished product. And the loss of loss of special materials; on the other hand, Hunan Keba supplies power batteries for domestic vehicle manufacturers, while domestic vehicle manufacturers do not achieve mass production of hybrid vehicles, which has less demand for power battery market, higher unit cost, and income. The cost is reversed and the inventory is depreciated. 5 Issuer's 2016 annual investment loss increased In 2014, 2015 and 2016, the company's investment income was -1,132.5 million yuan, -1,227.6 million yuan and -3,351,000 yuan respectively. The 2016 annual investment loss increased significantly compared with 2015. The main reason is that Kelimei Automotive Power Battery Co., Ltd. (hereinafter referred to as “Kelimeiâ€) officially started mass production in December 2016. The amount of loss in the previous period was relatively large. Long-term equity investment losses accounted for by the law increased. Based on the analysis of the above operating income, gross profit margin and period expense, in 2014, 2015 and 2016, the gross profit realized by the company was lower than the period expense and the operating loss occurred. In addition, the impact of asset impairment losses and investment losses, as well as the non-recurring income realized by the company in 2016 including government subsidies included in current profit and loss, were lower than the same period. Therefore, the company's 2016 net profit experienced a large loss. (2) Reasons for the issuer's loss in the first quarter of 2017 According to the issuer's statement, the issuer's loss in the first quarter of 2017 was mainly due to: (1) poor profitability of the main business such as power battery, pole piece and hybrid power system, market promotion Lead to higher sales costs; (2) system assembly business and hybrid demonstration operation business expansion led to increased management costs; (3) increased debt costs led to increased financial costs. (3) The issuer's information disclosure on the 2016 and 2017 first quarter results losses The issuer filed the application for this issue for the first time on July 29, 2016. The report period is 2013, 2014, 2015. And the first quarter of 2016. From the first report to the trial meeting, the issuer announced the 2016 Semi-annual Report and the 2016 Third Quarter Report on August 30, 2016 and October 29, 2016, respectively. The financial statements for the first half of the year and the third quarter of 2016 were disclosed. During the audit period, the issuer will update the documents according to the relevant financial data for the first half of 2016 and the first three quarters of 2016 and report to the company. On September 13, 2016, the issuer received the “Notice of Feedback from the China Securities Regulatory Commission on Administrative License Project Review†(No. 162002). On October 10, 2016, October 18, 2016, and December 9, 2016, the issuer separately announced the “Response Reply of Non-public Issuance of A Shares Application Documents†and “Non-Share Issuance of A Shares Application Documentsâ€. The feedback reply (revision) and the feedback reply (updated draft) of the non-public issuance of A-share stock application documents, in the above-mentioned documents, explained and disclosed the negative net profit after the deduction. On December 28, 2016, the issuer was approved by the audit committee for approval. On December 30, 2016, the issuer announced the “Reply to the Application for Non-public Issuance of A Sharesâ€, in which the explanations and disclosures of the main business losses were explained. On January 25, 2017, the issuer disclosed the “2016 Annual Results Pre-Loss Announcementâ€, which disclosed that the issuer expects a loss in 2016 annual operating results and explains the main reasons for the performance loss, and prompts investors to pay attention to investment. risk. On March 25, 2017, the issuer disclosed the 2016 Annual Report, which disclosed the issuer's 2016 financial data. On April 29, 2017, the issuer disclosed the “First Quarter 2017 Report†and disclosed the issuer's financial data for the first quarter of 2017. On May 18, 2017, the issuer disclosed the “Description of Hunan Keli Yuanxin Energy Co., Ltd. on the Non-Public Issuance of A Sharesâ€, and explained the company's 2016 annual performance loss. (3) The issuer's 2016 and 2017 first quarter performance losses will not affect the issuance. According to the “Administrative Measures for the Issuance of Securities by Listed Companiesâ€, the situation in which listed companies are not allowed to issue shares privately is compared with the actual situation of the issuer as follows: The situation of the company's stock issuance 1. The company's application documents are falsely recorded and misleading. There are no false records, misleading statements or major omissions or major omissions in this non-public offering application document. 2 The interests of listed companies are controlled by the controlling shareholder or actual company. There is no case that the equity is seriously damaged by the controlling shareholder or the actual controller, and the controller has not been eliminated and has not been eliminated. 3 The listed company and its subsidiaries violate the regulations and the company and its subsidiaries do not have any guarantee for the external guarantee. And the current 36 directors and senior management personnel have not had any directors or senior management personnel. In the past 36 months, they have received administrative punishment from the China Securities Regulatory Commission in the administrative department of the China Securities Regulatory Commission in April, or the latest 12 Penalties within a month, or have received securities in the last 12 months In the case of public condemnation by the stock exchange, the exchange publicly condemned the listed company or its current director, senior management company or its current directors, senior management personnel, there is no suspected criminals who are being criminalized by the judicial authorities for suspected crimes. The investigation of the case or the suspected violation of laws and regulations is being investigated by the Chinese authorities or the suspected violation of laws and regulations is being investigated by the China Securities Regulatory Commission. The latest year and the financial statements of the first-year financial statements were issued by the certified public accountant. An unqualified audit report with a strong, unqualified or unadjusted paragraph. The audit report of the CPA's acknowledgment of the opinion. Retained opinions, as: "The negative impact of the compensation for the relocation compensation of the CHS project involved in the stressed section or the inability to express opinions and the compensation income of the relocation, the significant impact on the 2016 annual account of the company has been eliminated or this time The profit decreased by 1,231.8 thousand yuan." Except for the major restructuring, the CPA believes that the matters involved in the above-mentioned emphasized matters are not subject to the “Regulations on the Information Disclosure and Compilation of Companies Publicly Issuance of Securities No. 14†issued by the China Securities Regulatory Commission on December 22, 2001. The circumstances of the clear violation of accounting standards, systems and related information disclosure regulations as specified in the Unreserved Audit Opinion and the Treatment of Related Matters. 7 Other circumstances in which the legitimate rights and interests of investors are seriously damaged and the social public company does not have any other interests that seriously damage the legitimate rights and interests of investors and the public interest of the society. In summary, the issuer's loss in 2016 and the first quarter of 2017 is the normal operation of the company. As a result, the issuer has disclosed information on changes in operating results in the relevant documents. The issuer's 2016 and 2017 first quarter results will not constitute a substantial obstacle to the issue. The issuer does not exist and must not be issued. The situation of the stock. 5. The issuer has not experienced any changes in the company's structure such as major asset swaps, equity, and debt restructuring. 6. The issuer's main business has not changed. 7. After the issuer passed the examination, the issuer's directors and senior management personnel changed as follows: On January 2, 2017, the issuer's board of directors received a written resignation request from the company's director, Mr. Luo Tianyi. For personal reasons, Mr. Luo Tianyi requested Resigned as a director of the issuer. According to the "Company Law", "Securities Law", "Shanghai Stock Exchange Listing Rules" and "Articles of Association", Mr. Luo Tianyi's resignation did not result in the issuer's board of directors being lower than the legal minimum number, and did not affect the issuer's board of directors. The normal operation of the company, therefore, Mr. Luo Tianyi’s request came into effect on the date of the resignation application on the issuer’s board of directors. On December 31, 2016, the issuer's board of directors received a written resignation report from the company's executive general manager, Mr. Maruyama Hiromi; on January 1, 2017, the company's board of directors received Mr. Zhong Faping, the general manager of the issuer, and Mr. Yi Xianke, the deputy general manager. Written resignation report. Mr. Maruyama Hiromi applied for resignation as executive general manager due to work change, and will continue to serve as a director of the company after resigning. Mr. Zhong Faping applied for resignation as the general manager of the issuer for personal reasons, and will continue to serve as the chairman of the issuer after resigning. Mr. Yi Xianke applied to resign as the deputy general manager of the issuer due to work changes. According to the provisions of the "Company Law" and other relevant laws and regulations, the above resignation matters take effect from the time when the resignation report is delivered to the issuer's board of directors. On January 8, 2017, the issuer convened the 41st meeting of the fifth board of directors, deliberating and passing the “Proposal on Increasing the Directors of the Companyâ€. The issuer's board of directors unanimously agreed to nominate Mr. Lu Yubin as the candidate for the fifth board of directors of the issuer. And submitted to the shareholders meeting for deliberation, the term of office from the date of the election of the general meeting of shareholders to the expiration of the fifth board of directors. The independent directors issued independent opinions on the above-mentioned additional directors. In addition, the meeting reviewed and approved the “Proposal on Appointing Senior Managementâ€. The issuer's board of directors unanimously agreed to hire Mr. Zhang Judong as the general manager of the company and Mr. Liu Yi as the director of human resources of the company. The term of office shall be from the date of the approval of the board of directors until the expiration of the fifth board of directors. . The independent directors expressed their independent opinions on the above-mentioned appointment of senior management. On January 24, 2017, the issuer held the first extraordinary shareholders meeting of 2017, reviewed and approved the “Proposal on Increasing the Directors of the Companyâ€, and agreed to elect Mr. Lu Yubin as the director of the fifth board of directors of the issuer. The term of office was elected from the general meeting of shareholders. From the date of the expiration of the fifth board of directors. On January 24, 2017, the issuer convened the 42nd meeting of the fifth board of directors, deliberating and passing the “Proposal on Appointing Senior Managementâ€. The issuer's board of directors unanimously agreed to hire Ms. Zhang Wei as the director of planning and operation, Mr. Wang Yanbin, Yang Mr. Tie Jun and Ms. Chen Si are assistant general managers for a term beginning from the date of approval by the board of directors until the expiration of the fifth board of directors. The independent directors expressed their independent opinions on the above-mentioned appointment of senior management. The changes in the above-mentioned directors and senior management of the issuer belong to the normal changes of the issuer. After the general manager of the issuer, Mr. Zhong Faping, and the executive general manager, Mr. Maruyama Hiromi, resigned as senior executives, they still hold the roles of chairman and director respectively on the issuer's board of directors. Mr. Zhang Judong, the new general manager of the issuer, has served as the vice chairman of the board of directors of the issuer before serving as the general manager of the issuer. In summary, Qiyuan believes that the issuer's management and core technical personnel are stable, and there is no change in personnel that has a material adverse effect on the issuer's operation and management. The above personnel changes will not have a significant impact on this issue. 8. The issuer has not had any connected transactions that have not fulfilled the statutory procedures, and there have been no significant connected transactions that have not been disclosed in the declared materials. 9. The lead underwriters, accountants and lawyers handling the issuer's business have not been punished by the relevant departments or have not been replaced. 10. The issuer did not prepare a profit forecast for this issue, so there is no situation where the issuer's actual profit and profit forecast do not match. 11. There were no major litigation, arbitration and equity disputes between the issuer and the issuer's chairman, general manager and major shareholders, and there were no potential disputes affecting the issuer's non-public offering of new shares. 12. There has been no situation in which large shareholders occupy the issuer's funds and infringe on the interests of minority shareholders. 13. There have been no major changes in laws, policies, markets, etc. that affect the issuer's continued development. 14. The independence of the issuer's business, assets, personnel, organization, and finance has not changed. 15. There are no restrictive obstacles to the issuer's main property and equity. 16. The issuer does not have any violation of the information disclosure requirements. 17. The issuer does not have other major events that affect the issuance and listing and the judgment of investors. Hereby explain! (There is no text on this page, it is the signature page of "Hunan Qiyuan Law Firm's Commitment Letter on Major Issues after the Non-public Issuance of A Shares in Hunan Keli Yuanxin Energy Co., Ltd.") Hunan Qiyuan Law Firm is responsible for Person: Coordinator: Ding Shaobo Zhu Zhiyi Coordinator: Zhang Chaowen Wu Juan Year and Month VAT Accounting Regulations >
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