Securities code: 605090 securities abbreviation: Jiangxi Jovo Energy Co.Ltd(605090) listing place: Shanghai Stock Exchange Jiangxi Jovo Energy Co.Ltd(605090)
Plan for issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (Abstract) (Revised)
New Sources Investment Limited
Issuance of shares and convertible corporate bonds Chengdu Wansheng Hengtai enterprise management center (limited partnership)
And paying cash to purchase assets
Counterparty: Tibet Junze Trading Co., Ltd
Li Wanling and other 50 natural persons
No more than 35 specific investors who meet the requirements of the CSRC shall be the counterparties of raising supporting funds
February, 2002
catalogue
Declare that 2 interpretation 4. Tips on major issues 7 major risk tips 21 transaction Overview twenty-seven
Statement
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of the summary of this plan.
1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the summary of the plan is true, accurate and complete, and bear individual and joint liabilities for false records, misleading statements or major omissions in the summary of the plan. As of the signing date of the summary of this plan, the audit and evaluation related to this transaction have not been completed. All directors, supervisors and senior managers of the company guarantee the authenticity and rationality of the relevant data quoted in the summary of this plan. Relevant audited financial data and evaluation results will be disclosed in the restructuring report of this transaction. The audited financial data and final evaluation results of the underlying assets may be quite different from the disclosure of the summary of the plan.
The matters stated in the summary of this plan do not represent the substantive judgment, confirmation or approval of the relevant matters of this reorganization by the China Securities Regulatory Commission, Shanghai Stock Exchange and other competent departments. The effectiveness and completion of the matters related to this reorganization described in the summary of this plan have yet to be considered and approved by the general meeting of shareholders and the approval or approval of relevant examination and approval authorities.
According to the provisions of the securities law and other relevant laws and regulations, after the completion of this transaction, the company shall be responsible for the changes in the company's operation and income, and the investors shall be responsible for the investment risks caused by the changes. If investors have any questions about the summary of this plan, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
2、 Counterparty statement
The counterparty of this reorganization has made the following commitments on the authenticity, accuracy and completeness of the information provided in the process of this transaction:
1. The company / the enterprise / I have provided relevant information and documents (including but not limited to original written materials, copy materials or interview records) related to the reorganization according to the requirements of the intermediary. The company / the enterprise / I promise that the copies or copies of the documents provided are consistent with the original or the original; The signatures and seals of the documents provided are true, and the signatories of such documents are legally authorized and effectively sign the documents; The information and documents provided are true, accurate and complete, and there are no false records, misleading statements or major omissions; The company / the enterprise / I shall bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the relevant information and documents provided about the reorganization.
2. During the period of participating in this reorganization, the company / the enterprise / I will timely disclose the information related to this reorganization in accordance with relevant laws, regulations, rules and the relevant provisions of the CSRC and the stock exchange, and ensure the authenticity, accuracy and integrity of such information, and ensure that there are no false records, misleading statements or major omissions in such information.
In case of violation of the above commitments, the company / the enterprise / I am willing to bear corresponding legal liabilities.
interpretation
In the summary of this plan, unless the context specifies, the following abbreviations have the following meanings: the summary and summary of this plan refer to the plan for Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (summary) (Revised Version)
Restructuring report refers to the report on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds (Draft)
The company, the company and the listed company refer to Jiangxi Jovo Energy Co.Ltd(605090) (Jiangxi Jiangxi Jovo Energy Co.Ltd(605090) Co., Ltd. completed the overall change and establishment in February 2018)
The target company and Sentai energy refer to Sichuan Yuanfeng Sentai Energy Group Co., Ltd. the transaction target and target assets refer to 100% shares of Sichuan Yuanfeng Sentai Energy Group Co., Ltd
Jiufeng Co., Ltd. refers to Jiangxi Jiangxi Jovo Energy Co.Ltd(605090) Co., Ltd., formerly known as Guangdong Jiufeng Investment Co., Ltd
Jiufeng holding refers to Guangdong Jiufeng Investment Holding Co., Ltd., which is the controlling shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
New sources means new sources Investment Limited
Counterparties and performance commitments refer to 53 original shareholders of the target company, including new sources and Li Wanling
Party and compensation obligor
This transaction plan includes two parts: the purchase of assets and the raising of supporting funds. This transaction and this reorganization, that is, the listed company plans to purchase 100% of the shares of the target company from the original shareholders of 53 target companies such as new sources and Li Wanling by issuing shares, convertible corporate bonds and paying cash. Meanwhile, the listed company plans to issue convertible corporate bonds to no more than 35 specific investors to raise supporting funds
The listed company plans to issue shares, convertible corporate bonds and cash to 53 shareholders of the target company, including new sources and Li Wanling, to purchase 100% of the shares of the target company held by them
No more than 35 matching funds to be raised by the company from specific investors
Convertible bonds refer to convertible corporate bonds
Refers to PetroChina {856017}
Compressed natural gas.
Compressed to a pressure greater than or equal to CNG refers to gaseous natural gas of 10MPa and no more than 25MPa. One cubic meter of compressed natural gas is about 200 standard cubic meters of natural gas
Liquefied natural gas. When the natural gas is cooled to about - 162 ° C, it changes from gaseous state to liquid state, which is called liquefied natural gas. The volume is about 1 / 620 of the volume in the original gaseous state, and the weight is only about 45% of the accumulated water in the same body
Boiloffgas. LNG is a low-temperature liquid at - 162 ℃. During the operation of lngbog, the temperature will inevitably rise, and some LNG will evaporate to produce bog flash steam
Through the natural concentration of helium associated with natural gas by bog gas in the process of LNG production, the function of bog helium extraction refers to the purification and recovery of 5N pure helium (99.999% purity) with bog in LNG plant as raw gas
The transaction base date refers to the base date for the audit and evaluation of the underlying assets selected by both parties after negotiation for the implementation of this transaction, i.e. December 31, 2021
After the asset purchase agreement takes effect, the change of the underlying assets is registered in the name of the listed company and the delivery date refers to the date when the listed company is recorded in the register of shareholders of the underlying company and the underlying company has been issued with an updated business license for this transaction
The period from the trading base date (excluding the base date) to the delivery date (including the delivery date, which refers to the transition period). When calculating relevant profit and loss or other financial data, it refers to the period from the trading base date (excluding the base date) to the end of last month on the delivery date
The asset purchase agreement between Jiangxi Jovo Energy Co.Ltd(605090) and Sichuan Yuanfeng Sentai energy group refers to the agreement on the issuance of shares, convertible corporate bonds and payment of cash to purchase assets by all shareholders of the company
The accounting standards for business enterprises - Basic Standards issued by the Ministry of finance of the people's Republic of China and the accounting standards for business enterprises refer to the specific accounting standards, the application guide of accounting standards for business enterprises, the interpretation of accounting standards for business enterprises and their amendments
The reporting period refers to 2020 and 2021
The last three years refer to 2019, 2020 and 2021
Shanghai stock exchange refers to Shanghai Stock Exchange
CSRC and CSRC refer to China Securities Regulatory Commission
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Articles of association means the Jiangxi Jovo Energy Co.Ltd(605090) articles of association
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
The reorganization management measures refer to the management measures for major asset reorganization of listed companies, the management measures for convertible bonds refer to the management measures for convertible corporate bonds, and the information disclosure management office refers to the management measures for information disclosure of listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public - major asset restructuring of listed companies
Regulatory guidelines No. 7 refers to the regulatory guidelines for listed companies No. 7 - supervision of abnormal stock transactions related to major asset restructuring of listed companies
A shares refer to ordinary shares issued to domestic investors, listed on domestic stock exchanges, marked with the par value of shares in RMB, subscribed and traded in RMB with the approval of China Securities Regulatory Commission
RMB, 10000 yuan and 100 million yuan refer to RMB, 10000 yuan and 100 million yuan without special instructions
The financial data and financial indicators quoted in the summary of this plan, unless otherwise specified, refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
If there are differences in the mantissa between the sum of some total numbers and each detailed number in the summary of this plan, these differences are caused by rounding.
Tips on major issues
As of the signing date of the summary of this plan, the audit and evaluation related to this transaction have not been completed. The audited financial data, evaluation results and final transaction pricing of the underlying assets will be disclosed in the restructuring report and brought to the attention of investors.
The listed company reminds investors to carefully read the full text of the summary of the plan and pay special attention to the following matters:
1、 Overview of the transaction scheme
In this transaction, the listed company plans to issue shares, convertible corporate bonds and pay cash to 53 shareholders of the target company, including newsources and Li Wanling, to purchase 100% of the shares of the target company held by them. Meanwhile, the listed company plans to issue convertible corporate bonds to no more than 35 specific investors to raise supporting funds, and the amount of supporting funds raised shall not exceed 100% of the transaction amount of the listed company's purchase of assets by issuing shares and convertible corporate bonds in this transaction, In addition, the initial number of convertible bonds issued by raising matching funds shall not exceed 30% of the total share capital of the listed company after the completion of this asset purchase. The issuance quantity and price shall be determined in accordance with the relevant provisions of the CSRC. The purchase of assets is not based on the successful implementation of the raised supporting funds. The success of the final raised supporting funds, the final issuance quantity and the amount of raised supporting funds will not affect the implementation of the purchase of assets. The final transaction price of the underlying assets will be issued by an asset appraisal institution in accordance with the provisions of the securities law
