Securities code: 605090 securities abbreviation: Jiangxi Jovo Energy Co.Ltd(605090) Announcement No.: 2022-019 Jiangxi Jovo Energy Co.Ltd(605090)
Announcement on the revision of the plan for issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as the "company" or "listed 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") issued by Shanghai Stock Exchange on January 28, 2022. According to the requirements of the inquiry letter, the company revised the plan for Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (hereinafter referred to as the "plan") and its abstract. The main contents of the revision are as follows:
1. In "(II) Shareholding of shareholders" of "II. Ownership structure and control relationship" of "section IV basic information of the subject matter of transaction" of the plan, the concerted action relationship of all shareholders of the subject matter, the background, time, method and price of the subject matter's natural person shareholders obtaining the subject matter's equity and their relationship with the subject company shall be supplemented and disclosed. 2. The background, time, method and price of new sources acquiring the equity of the underlying assets shall be supplemented and disclosed in "(I) new sources Investment Limited" of "I. non natural person counterparty" of "section III basic information of the counterparty" of the plan, The difference and rationality between the asset evaluation value of the bid winning in this transaction and the pricing of the underlying equity transaction obtained by newsources Investment Limited.
3. In the "Section VII, the impact of this transaction on the listed company" of the plan, "III. analysis of the impact of this transaction on the equity structure of the listed company" and "IV. the employment plan of the counterparty in the listed company", the equity distribution of the listed company after the completion of the transaction and the employment plan of the counterparty in the listed company shall be supplemented and disclosed, The impact of this transaction on the ownership structure and governance structure of listed companies.
4. In "IV. whether the company's convertible bond issuance and terms arrangement comply with relevant regulations" of "section IX other important matters" of the plan, the company's convertible bond issuance and terms arrangement comply with relevant regulations shall be supplemented and disclosed.
5. In "v. analysis of the impact of this transaction on the operation and management of the listed company and the target company" of "Section VII impact of this transaction on the listed company", the plan supplemented and disclosed the specific control measures of the company on the target company and its subsidiaries after this transaction, and whether the continuous operation of the target company has significant dependence on the original management team, Whether the original management team continues to participate in the operation and management, and the specific measures of the listed company on the sustainable and stable operation of the target company.
6. In "(II) main profit model" of "III. main business conditions" of "section IV basic information of trading object" of the plan, the specific contents of the "take or pay" clause of the target company, the possible impact of triggering the clause on the operation of the target company, the accounting treatment method of the target assets on the "take or pay" clause Whether the "take or pay" clause was triggered in history and its specific impact on the target company. 7. In the "IV. main financial indicators" of "section IV basic information of the transaction object" of the plan, the cash flow status of the target company, the specific reasons for the performance change of the target company, the sustainability of the performance growth of the target company, and whether the performance change of the target company is significantly different from that of comparable companies in the same industry during the reporting period are supplemented and disclosed.
8. The basic assumptions of the estimated value of the target company and the assumptions of the transaction price are supplemented and disclosed in "II. Analysis of the estimated value of the target company" of "section V estimated pricing and proposed price of the target assets" of the plan, taking into account the impact of the fluctuation of LNG price on the company's performance and the rationality of the estimated value.
9. The background, payment object and accounting treatment method of the target company's share payment of RMB 51.9601 million in 2020 are supplemented and disclosed in "IV. main financial indicators" of "section IV basic information of the transaction object" of the plan. 10. In "(IV) LNG project actual production and subsequent investment plan" of "III. main business conditions" of "section IV basic information of the trading object" of the plan, supplement and disclose the actual production and subsequent investment plan of the LNG project of the target company, and whether the listed company needs additional investment funds to construct the LNG project of the target company after the completion of the transaction.
11. (V) helium project production and subsequent investment plan "in" III. main business conditions "of" section IV basic information of the transaction object "of the plan, supplement and disclose the specific time when the target company starts to engage in helium production, the design capacity of the project and the current actual production situation, and whether the helium project has begun commercial operation, Main customers, annual operating income and net profit, proportion in the company's performance, follow-up investment plan of the target company's helium project, whether the listed company needs additional investment funds to build the target company's helium project after the transaction is completed.
It is hereby announced.
February 18, 2020
