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China Securities Regulatory Commission:
YTO Express's application for non-public offering of A shares (hereinafter referred to as "this offering") was reviewed by the China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") on June 165438+ 10/6, 2020 (hereinafter referred to as "the audit date of the issuance audit committee"). And on June 5438+February 1 1, 2020, it obtained the Reply of China Securities Regulatory Commission on Approving the Non-public Offering of Shares of YTO Express Co., Ltd. (No.[2020]3347).
According to China Securities Regulatory Commission [2002]. 15 Notice on Strengthening Supervision of Post-meeting Matters of Securities Companies to be Issued after Approval by the IEC, Memorandum of Standards for Examination of Stock Issuance No.5 (Revised)-The IEC adopted Operating Procedures for Supervision and Closure of Post-meeting Matters of Companies, and Notice on Relevant Requirements for Post-meeting Matters of Refining Companies (Issuance Supervision Letter [2008] No.257). Our company has checked whether there are any major matters that should be disclosed during the period from the date of issuance of the letter of commitment for major matters after the previous meeting (June 2, 20021year) to the date of signing this letter of commitment, and explained as follows:
Changes in business performance
The net profit attributable to shareholders of listed companies during 20021and 1-6 (hereinafter referred to as "net profit before deduction") was 645,622,500 yuan, a decrease of 33.50% compared with the same period of last year; 202 1 1-6 The net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses (hereinafter referred to as "net profit after deducting non-profits") was RMB 5,943,565,438+0.7 million, a decrease of 33.74% compared with the same period of last year.
Can the changes in the company's operating performance after the audit meeting be reasonably predicted before the audit meeting?
The company's application for non-public offering of shares was reviewed by the Issuance Audit Committee of China Securities Regulatory Commission on June, 2020 1 16. The company's 20021semi-annual report shows that the net profit before deduction decreased by 33.50%, and the net profit after deduction decreased by 33.74%. Before the audit meeting, the company's operating conditions were normal, and it was impossible to accurately predict the impact of market competition and changes in the company's charging standards on the performance of 200211-June. However, the company and the sponsor institutions have already indicated the risks related to the changes in operating performance that the company may face in the declaration documents and announcement documents of this non-public offering.
Influence of performance change on this fundraising project
The company has the technology, personnel and market foundation to implement this fundraising project. It is expected that this fund-raising project will not undergo major adverse changes due to the decline of the company's operating performance in the first half of 20021,and the estimated implementation progress, estimated income and specific implementation contents of the project will not be adjusted. The raised funds are matched with the project implementation progress and specific implementation contents, which will not cause the raised funds to be idle and the time for raising funds is reasonable. To sum up, changes in the company's performance will not have a significant adverse impact on this fundraising project.
The Company promises that during the period from the date of issuing the letter of commitment for major issues after the previous meeting (202 1 June 2, 2000) to the date of signing this letter of commitment (hereinafter referred to as the "post-meeting"), the Company has not issued the Notice on Strengthening the Supervision of the Matters after the Securities Company to be issued passes the Audit Committee of China Securities Regulatory Commission (Jian Zheng Fa Zi [2002] 15) and
The Company has checked all major issues related to this offering and listing one by one, and made the following commitments:
1. Lixin Certified Public Accountants (special general partnership) audited the financial statements of the company for 20 18, 20 19 and 2020. We also issued standard unqualified audit reports, namely, joint letter [20 19]No. ZA1855, joint letter [2020]No. ZA 1 1744, and joint letter [2002/KLOC] The financial data of the company in June 200211-were unaudited. In the post-meeting matters, there is no non-standard unqualified audit report issued by the audited institution.
2. After verification, the company did not have any circumstances affecting the issuance in the post-meeting matters.
3. The company did not commit any major illegal acts in the post-meeting events.
4. In the post-meeting matters, except for the above-mentioned decline in performance, other financial conditions of the company are normal, and there are no abnormal changes in the reported items.
5. After the meeting, the company did not have any major corporate structure changes such as asset replacement, equity and debt restructuring.
6. During the post-meeting events, the main business of the Company has not changed.
On July 20021June 18, our company resigned as vice president for personal reasons; On September 9th, 20021year, Lin Kai resigned as the company's vice president and chief financial officer for personal reasons. According to the Company Law of People's Republic of China (PRC) and the Articles of Association, the resignation report submitted by Xu and Xu shall take effect as of the date when it is delivered to the board of directors. During the post-meeting events, the company's management and core technical personnel are stable, and the above personnel changes will not have a significant impact on the company's daily operation and management.
8. In the post-meeting matters, there are no related party transactions that have not fulfilled the legal procedures, and there are no major related party transactions that have not been disclosed.
On July 4th, 20021year, the business management department of the People's Bank of China issued a decision on administrative penalty to China International Capital Corporation (hereinafter referred to as "CICC"), because CICC failed to fulfill its obligation of customer identification and failed to submit it as required. The above administrative punishment does not affect the qualification of securities underwriting and sponsorship business of CICC, and does not affect the company's non-public offering of A shares. In addition to the above, the sponsor institution (lead underwriter) CICC, the sponsor representative, the accountant Lixin Certified Public Accountants (special general partnership) and the signed certified public accountant and lawyer handling the company's business have not been subject to other administrative penalties by the relevant departments; The signature accountant of Lixin Certified Public Accountants (special general partnership) was changed from Zhang to Kong Chuigang, and the others remained unchanged.
10. The company did not make a profit forecast for this non-public offering.
1 1. In the post-meeting events, there were no major lawsuits, arbitrations or equity disputes between the company, its chairman, president and major shareholders, and there were no potential disputes affecting the company's issuance of new shares.
12. In the post-meeting events, there was no situation that the major shareholder occupied the company's funds and infringed on the interests of the minor shareholders.
13. In the post-meeting events, there were no major changes in laws, policies and markets that affected the company's sustainable development.
14. The independence of the company's business, assets, personnel, institutions and finance has not changed in the post-meeting events.
15. During the post-meeting events, there are no restrictive obstacles to the company's main property and equity.
16. The company did not violate the information disclosure requirements in the post-meeting activities.
17. In the post-meeting matters, the company did not have any other major events that affected the issuance and investors' judgment.
18. In the post-meeting activities, the company did not have any matters that had a substantial impact on this issuance due to media questioning reports and related questioning reports.
19. The company will issue documents within the validity period of approval, resolutions of the shareholders' meeting and financial information.
To sum up, in the post-meeting matters, the company does not have the above-mentioned major matters that should be disclosed and have a significant impact on investors' investment decisions. As of the date of signing this letter of commitment, our company still meets the substantive conditions for non-public offering of shares stipulated in the Company Law of People's Republic of China (PRC), the Securities Law of People's Republic of China (PRC), the Measures for the Administration of Securities Issuance of Listed Companies and the Detailed Rules for the Implementation of Non-public Offering of Shares of Listed Companies.
The validity period of the "fixed increase" of 3.79 billion yuan was extended by one year.
On September 14, the extraordinary shareholders' meeting of YTO Express passed the Proposal on Extending the Resolution and Authorization Period of the Shareholders' Meeting of the Company's Non-public Offering of Shares.
On August 26th, YTO Express announced that the board of directors requested to extend the validity period of the resolutions and authorization of this non-public offering shareholders' meeting by 65,438+02 months from the expiration date, that is, to 65,438+06 on September 2022.
Assuming that the actual number of shares issued in this non-public offering reaches the upper limit of 63 1, 966, 135 shares, after the completion of the offering, Jiaolong Group will hold 29.20% of the shares of the company and remain the controlling shareholder of the issuer. Yu Huijiao and Zhang Xiaojuan will directly hold 2.66% and 65,438+0.95% of the shares of the issuer respectively, and jointly control 29.72% of the shares of the company through their actual control of Jiaolong Group and Shanghai Ding Yuan. Yu Huijiao and Zhang Xiaojuan will directly and indirectly control 34.32% of the company's shares.
On September 17, 2020, YTO Express held the first extraordinary shareholders' meeting in 2020, and deliberated and passed the Proposal on Non-public Offering of A Shares by the Company and the Proposal on Requesting the Shareholders' Meeting to authorize the Board of Directors and its authorized personnel to handle matters related to this non-public offering of A shares. According to the above-mentioned resolutions of the shareholders' meeting, the validity period of the resolutions of the shareholders' meeting of the company's non-public offering and the validity period of the shareholders' meeting authorizing the board of directors and its authorized personnel to handle matters related to the non-public offering (hereinafter referred to as the "authorization validity period") is twelve months from the date of deliberation and approval of the company's first extraordinary shareholders' meeting in 2020, that is, from September 17 to September 16, 2020.
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