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Inquiry letter on information disclosure of Jiangxi Jovo Energy Co.Ltd(605090) major asset restructuring plan of Shanghai Stock Exchange
Verification opinions on Relevant Issues
Independent financial advisor
February, 2002
Citic Securities Company Limited(600030)
Verification opinions on Relevant Issues of the inquiry letter on information disclosure of Jiangxi Jovo Energy Co.Ltd(605090) major asset restructuring plan of Shanghai Stock Exchange
On January 28, 2022, Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as " Jiangxi Jovo Energy Co.Ltd(605090) " or "the company") received the inquiry letter on information disclosure of Jiangxi Jovo Energy Co.Ltd(605090) major asset restructuring plan (szgh [2022] No. 0082) (hereinafter referred to as "the inquiry letter") from Shanghai Stock Exchange. As the independent financial advisor of Jiangxi Jovo Energy Co.Ltd(605090) This transaction, Citic Securities Company Limited(600030) has carefully analyzed and verified the relevant issues in the inquiry letter. The reply on the verification is as follows.
Unless the context specifies, the relevant abbreviations have the same meaning as the words or abbreviations defined in the plan for Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise matching funds.
Question 1:
In the early stage, Xinjiang Hongtong Natural Gas Co.Ltd(605169) plans to plan a major asset restructuring to acquire 90.29% equity of Sichuan Yuanfeng Sentai Energy Group Co., Ltd. (hereinafter referred to as the target company). According to the relevant announcement, it was terminated because the two sides of the transaction could not reach an agreement on the transaction price, payment method and other core transaction terms. It is noted that the estimated price is basically consistent with the transaction price of the target company to be sold in the previous time. The company and its counterparties are requested to add: whether the relevant factors affecting the termination of the previous transaction have been eliminated, and whether there are substantive obstacles to the promotion of this transaction. Ask the financial advisor to give a clear opinion.
reply:
(I) have the relevant factors affecting the termination of the previous transaction been eliminated
In the early stage, Xinjiang Hongtong Natural Gas Co.Ltd(605169) (hereinafter referred to as " Xinjiang Hongtong Natural Gas Co.Ltd(605169) ") planned to plan a major asset restructuring to acquire 90.29% of the equity of the target company, which was terminated because both parties could not reach an agreement on the transaction price, payment method and other core transaction terms. The main reason for the termination of the previous transaction was that Xinjiang Hongtong Natural Gas Co.Ltd(605169) and the major shareholders of the target company could not reach an agreement on the core transaction terms such as transaction price and payment method after the disclosure of the plan, could not continue to promote the plan, and there were no other substantive obstacles affecting the transaction.
In this transaction, Jiangxi Jovo Energy Co.Ltd(605090) plans to acquire 100% shares of the target company through major asset restructuring. Based on the previous trading experience and full recognition of the prospect of coordinated development of "sea air + land gas" dual gas sources, Jiangxi Jovo Energy Co.Ltd(605090) and the major shareholders of the target company had conducted many negotiations before the disclosure of the plan, and signed the agreement on issuing shares, convertible corporate bonds and paying cash to purchase assets between Jiangxi Jiangxi Jovo Energy Co.Ltd(605090) and all shareholders of Yuanfeng Sentai, Clarify the main transaction terms. As the audit and evaluation related to this transaction have not been completed, the listed company will hold another meeting of the board of directors and the board of supervisors to review and approve the audited financial data, evaluation results and final transaction pricing of the underlying assets.
Since the listed companies involved in the two transactions are different, and the two sides of the previous transaction cannot reach an agreement on the transaction price, payment method and other core transaction terms, there are no other substantive obstacles affecting the transaction. Therefore, the relevant influencing factors of the termination of the previous transaction will not affect the smooth implementation of this transaction. (II) is there any substantive obstacle to the promotion of this transaction
As of the date of issuance of this reply, the relevant work involved in this transaction is progressing smoothly, and the relevant factors affecting the termination of the previous transaction will not cause substantive obstacles to the promotion of this transaction.
As of the date of this reply, the decision-making procedures that have been performed in this transaction include:
1. This transaction has been deliberated and adopted at the 16th meeting of the second board of directors of the listed company;
2. This transaction has been deliberated and adopted at the 11th meeting of the second board of supervisors of the listed company;
3. This transaction has been deliberated and approved by the internal decision-making body of the counterparty, and the counterparty has agreed to the matters related to this transaction;
4. This transaction has been approved in principle by Zhang Jianguo and Cai Lihong, the actual controllers of the listed company. As of the date of this reply, the decision-making procedures to be performed in this transaction include:
1. After the issuance of the audit and evaluation report related to the transaction, the listed company will convene the board of directors and the board of supervisors again to review and approve the transaction;
2. The general meeting of shareholders of the listed company deliberated and approved the transaction;
3. The antimonopoly Bureau of the State Administration of market supervision passed the examination of the concentration of business operators involved in this transaction;
4. The CSRC approves or agrees to this transaction;
5. Other internal and external approvals or approvals that may be involved as required by relevant laws and regulations.
Whether the transaction can obtain the above approval or approval and the final time of obtaining relevant approval or approval are uncertain. The company will timely announce the latest progress of the reorganization.
(III) verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the relevant influencing factors of the termination of the previous transaction will not affect the smooth implementation of the transaction, and the relevant influencing factors of the termination of the previous transaction have been eliminated. The relevant work involved in this transaction is progressing smoothly, and the relevant factors affecting the termination of the previous transaction will not cause substantive obstacles to the promotion of this transaction.
Question 2:
The plan disclosed that the company plans to issue shares, convertible corporate bonds and pay cash to 53 shareholders of the target company to purchase 100% of the shares of the target company held by them; At the same time, it is planned to issue convertible corporate bonds to no more than 35 specific investors to raise supporting funds. At present, the subject company has no actual controller and its equity is relatively scattered. The counterparties of this transaction include newsources Investment Limited, Chengdu Wansheng Hengtai enterprise management center (limited partnership) (hereinafter referred to as Chengdu Wansheng), Tibet Junze Trading Co., Ltd. (hereinafter referred to as Tibet Junze) and 50 natural person shareholders. The company is requested to make supplementary disclosure: (1) the concerted action relationship between Chengdu Wansheng, Tibet Junze and the natural person shareholders of the target company, the shareholding proportion of natural person shareholders, and the background, time, method and price of natural person shareholders acquiring the target equity; (2) In combination with the pricing of the equity of the target company obtained by newsources Investment Limited, explain the difference and rationality between it and the evaluation value of the company winning the bid in this transaction; (3) After the completion of the transaction, the equity distribution of the listed company and the employment plan of the counterparty in the listed company, and explain the impact of the transaction on the equity structure and governance structure of the listed company in combination with the above factors; (4) Whether the convertible bond issuance and terms arrangement of the company comply with relevant regulations.
Ask the financial advisor to give a clear opinion. reply:
(I) concerted action relationship between Chengdu Wansheng, Tibet Junze and natural person shareholders of the target company, shareholding ratio of natural person shareholders, background, time, method and price of natural person shareholders acquiring the target equity, etc
1. Concerted action relationship of all shareholders of the subject matter
The founding shareholders of the subject company are Li Xiaoshan, Peng Yingwen and Gao Daoquan. The concerted action relationship among all shareholders is as follows:
Number of shares held by sequential shareholders description of concerted action relationship total shareholding total number holding proportion number share proportion
1 Li Wanling 8732432 9.97% sister of founding shareholder Li Xiaoshan
2 Li He 8521067 9.73% daughter of founding shareholder Li Xiaoshan
3 Han Huijie 4360320 4.98% spouse of founding shareholder Li Xiaoshan
4 Zhang Dongmin 338274 0.39% Li Wanling's spouse Zhang Chengmin's brother
5 Liu Xiaohui 209067 0.24% Li Wanling's spouse Zhang Chengmin's brother's spouse 22564360 25.76%
6 Li Xiaoyan 194133 0.22% brother of founding shareholder Li Xiaoshan
7 Zhang Zhongmin 164267 0.19% Li Wanling's spouse Zhang Chengmin's brother and standard
Supervisors of the company
8 Li Haoyu 44800 0.05% son of Li Xiaoyan
9 Peng Jiaxuan 6884267 7.86% daughter of founding shareholder Peng Yingwen 13469867 15.38%
10 Hong Qing 6585600 7.52% spouse of founding shareholder Peng Yingwen
11 Gao Daoquan 6585600 7.52% founding shareholders and directors
12 Gao Chenxiang 3386880 3.87% son of founding shareholder Gao Daoquan 10645946 12.15%
13 Guo Guinan 673466 mother-in-law of 0.77% founding shareholder Gao Daoquan
14 Yang Xiaoyi 1120001 1.28% director and President of the target company
Chengdu million 8064000 9.21% Yang Xiaoyi holds the position of GP's employee stock ownership Ping 9184001 10.48% Shengtai
16 Li Xiaoping 149333 chairman of 0.17% target company
17 Liu Zhiteng 149332 0.17% vice president and Secretary of the board of directors of the target company 4778665 5 5.46%
18 Xizang Jun 4480000 5.11% shares held by Li Xiaoping and Liu Zhiteng
Ze 100% company
19 Shi Chun 1316133 1.50% shareholders of the target company 1390800 1.59%
20 Wu Shicheng 74667 0.09% son of Shi Chunzhi
21 Chen Caiguo 397332 general manager of 0.45% subsidiary of the target company, atom
Minority shareholders 797332 0.91%
22 Chen Ju 400000 0.46% sister of Chen Caiguo
2. The background, time, method, price and relationship with the target company of the natural person shareholder of the target company to obtain the target equity
Obtain the subject matter
Sequence name acquisition target acquisition target equity price acquisition target company related equity time equity method (yuan / registered capital equity background system)
Or yuan / share)
In September 2020, 0 Li Xiaoshan was transferred to younger sister between close relatives
1. Li Wanyue's sister in equity transfer Li Xiaoling, the founding shareholder of Li Wanling, transferred 6.6964 shares in 2020, dismantled the shareholding platform and changed Shan's sister into an individual direct shareholding in October
In September 2020, 0 Li Xiaoshan was transferred to female relatives
2. Li Xiao, the founding shareholder of Li He, the son of Li Heyue's equity transfer, demolished the shareholding platform in 2020, and turned Shan's daughter into an individual direct shareholder in October
2020 equity transfer 6.6964 demolition of shareholding platform change
In October, it was held directly by individuals
Founding shareholder and former director
3. Peng yingxuan, the founding shareholder of Peng yingxuan, the CEO of Peng Jiaxuan, inherited the estate in 2021, which was not applicable to the world. The daughter of Peng Jiaxuan's successor acquired Peng yingxuan's estate in November
