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 (Revised Draft)
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 8 major risk tips Section 1 transaction overview Section 2 basic information of listed companies Section 3 basic information of the counterparty Section 4 basic information of the subject matter of the transaction Section V estimated price and provisional price of the subject assets Section VI non cash payment Section 7 impact of this transaction on listed companies 121 Section VIII risk factors 125 section IX other important matters Section 10 opinions of independent directors on this transaction 136 section Xi representations and commitments one hundred and thirty-eight
Statement
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan. 1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of the plan and its summary are true, accurate and complete, and bear individual and joint liabilities for the false records, misleading statements or major omissions of the plan and its summary.
As of the signing date 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 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 plan.
The matters described in this plan do not represent the substantive judgment, confirmation or approval of the China Securities Regulatory Commission, Shanghai Stock Exchange and other competent authorities on matters related to this reorganization. The effectiveness and completion of the matters related to this reorganization described in this plan have yet to be deliberated and approved by the general meeting of shareholders and approved or approved by the 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 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 this plan, unless the context specifies, the following abbreviations have the following meanings:
This plan refers 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 (Revised Version)
The summary of the plan refers 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
Chengdu Wansheng refers to Chengdu Wansheng Hengtai enterprise management center (limited partnership)
Tibet Junze refers to Tibet Junze Trading Co., Ltd
Counterparties and performance commitments refer to 53 original shareholders of the target company, including new sources and Li Wanling
Party and compensation obligor
PetroChina Sentai refers to Sichuan PetroChina Sentai New Energy Development Co., Ltd
Junlian Sentai refers to Junlian Sentai Shale Gas Co., Ltd
Xuyongsenneng refers to xuyongsenneng Shale Gas Co., Ltd
Ya'an senneng refers to Ya'an senneng clean energy Co., Ltd
Gulin senneng refers to Gulin senneng Shale Gas Co., Ltd
Sichuan senneng refers to Sichuan senneng Natural Gas Sales Co., Ltd
Inner Mongolia Sentai refers to Inner Mongolia Sentai Natural Gas Co., Ltd
Luzhou Jiaotou Sentai refers to Luzhou Jiaotou Sentai Energy Co., Ltd
Juhui Hetai refers to Wushen Banner Juhui Hetai Energy Co., Ltd
Dali Petrochemical refers to Chengdu Dali Petrochemical Co., Ltd
Chengtailong trading refers to Inner Mongolia Eerduosi Resources Co.Ltd(600295) chengtailong Trading Co., Ltd
Xinxin new energy refers to Xingwen Xinxin new energy Co., Ltd
Cuiping District Sentai refers to Yibin Cuiping District Sentai LNG Co., Ltd
Yanjin senjin refers to Yanjin senjin new energy Co., Ltd
Luzhou Sentai refers to Luzhou Sentai Natural Gas Co., Ltd
Ganzi senjieneng refers to Ganzi senjieneng Gas Equipment Co., Ltd
Changning senneng refers to Changning senneng Natural Gas Co., Ltd
Gaoxian senneng refers to Gaoxian senneng Natural Gas Co., Ltd
Mabian Haihe energy refers to Mabian Haihe clean energy Co., Ltd
Xingwen senneng refers to Xingwen senneng Gas Co., Ltd
Mingshan senjieneng refers to Ya'an Mingshan District senjieneng new energy Co., Ltd
Beichuan Senyuan refers to Beichuan Senyuan New Energy Technology Co., Ltd
Changfeng new energy refers to Sichuan Anji Changfeng new energy Co., Ltd
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
Shidai finance refers to starrfinancial (Barbados) I, Inc. (Shidai Finance (Barbados) phase I), a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Yingfa investment refers to Guangzhou Yingfa Investment Center (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Fuying investment refers to Guangzhou Fuying investment partnership (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Hengtong investment refers to Guangzhou Hengtong investment partnership (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Chongye investment refers to Meizhou chongye Industrial Investment Center (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
The shareholder of Hengda Investment Co., Ltd. (Guangzhou 090) refers to Hengda Investment Co., Ltd
Xinde environmental protection refers to Zhuhai Guangfa Xinde environmental protection industry investment fund partnership (limited partnership), which is a shareholder of Jiufeng energy
Zhuhai Kangyuan refers to Zhuhai Kangyuan investment enterprise (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Xinde Jinyuan refers to Zhuhai Guangfa Xinde Jinyuan equity investment fund (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Tuoxi investment refers to Shanghai Tuoxi investment management partnership (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Guangfa Qianhe refers to Guangfa Qianhe Investment Co., Ltd., which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Hainan Jingcheng Dongrun equity investment partnership (limited partnership), formerly known as Ningbo meijingcheng Dongrun Zhishan bonded port Jingcheng Dongrun equity investment partnership (limited partnership), is a shareholder of Jiufeng energy
Zhuhai junxie refers to Zhuhai junxie investment partnership (limited partnership), which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Huitianze refers to huitianze Investment Co., Ltd., which is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Huizhen equity investment center (limited partnership) in Suzhou Industrial Park, formerly known as zhidu Huizhen equity investment center (limited partnership) in Zhishan bonded port area of Ningbo meihuizhen investment, is a shareholder of Jiangxi Jovo Energy Co.Ltd(605090)
Hong Kong value Valley refers to value investment limited, a shareholder of Jiufeng energy
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 part of LNG will be produced by evaporation
