Commitment Letter from Transaction Counterparty Regarding Ownership Status of Underlying Asset
Changzhou Yingzhong Technology Co., Ltd. (hereinafter referred to as "the Listed Company" or "Yingzhong Technology") intends to acquire 41% of the equity of Changzhou Yingzhong Electric Co., Ltd. (hereinafter referred to as "Yingzhong Electric" or "the Target Company") held by the undersigned (hereinafter referred to as "this Transaction", the equity of Yingzhong Electric in this Transaction is the "Underlying Asset") by paying cash. Regarding this Transaction, the undersigned hereby makes the following commitments and guarantees:
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Prior to the completion of this Transaction, the undersigned holds 80% of the equity in Yingzhong Electric. Yingzhong Electric is a limited liability company legally established and effectively existing. The undersigned has, in accordance with the articles of association of Yingzhong Electric, paid up the entire registered capital in a timely and full manner. There have been no acts of fraudulent contributions, withdrawal of capital, or other violations of the obligations and responsibilities that a shareholder should bear. There are no issues of undercapitalization or other circumstances that affect the legal existence and capital adequacy of Yingzhong Electric.
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The undersigned legally holds the Underlying Asset and possesses legal and complete disposal rights over the Underlying Asset. There are no situations where the equity of Yingzhong Electric is held on behalf of others or entrusted to others, nor are there any forms of trust shareholding, voting rights entrustment, or other circumstances that affect the clarity and completeness of the ownership of the Underlying Asset.
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As of the date of this Commitment Letter, the Underlying Asset is not subject to any restrictions or prohibitions on transfer, such as seizure, pledge, or freezing. The equity structure of Yingzhong Electric is clear, and the ownership of the equity held by the undersigned in Yingzhong Electric is clear. There are no ownership disputes or potential disputes. The transfer or assignment of the Underlying Asset is not subject to any legal obstacles, and the handling of related claims and debts of the Target Company before and after the completion of the Transaction is legal.