Ningxia Jiaze Renewables Corporation Limited(601619) independent director
Independent opinions on relevant proposals of the seventh session of the third board of directors
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as “the company”) held the 7th Meeting of the 3rd board of directors on March 14, 2022. As an independent director of the company, we carefully reviewed the relevant meeting materials, In accordance with the measures for the administration of major asset restructuring of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the working system of independent directors, we hereby express the following independent opinions on the relevant proposals of the seventh meeting of the third board of directors:
1、 In this transaction, the company intends to purchase 227009% of the limited partnership share of Ningxia ningbai Industrial Investment Fund (limited partnership) (hereinafter referred to as “ningbai fund”) held by Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. (hereinafter referred to as “Shanghai gas investment”) by paying cash; Shanghai Jiarong new energy Co., Ltd. (hereinafter referred to as “Shanghai Jiarong”), a wholly-owned subsidiary of the company, intends to purchase 0.0463% of the general partnership share of ningbai fund held by Ningxia Kaixian Capital Management Co., Ltd. through cash payment; At the same time, ningbai fund plans to introduce Kaixian Capital Management Co., Ltd. as another general partner and change it to the dual general partner model. Through this transaction, Shanghai Jiarong will become the general partner and the only executive partner of ningbai fund. The company will directly hold 999074% of the limited partnership share of ningbai fund, indirectly hold 0.0463% of the general partnership share of ningbai fund through Shanghai Jiarong, and obtain the control right of ningbai fund.
This transaction and the relevant agreements signed by all parties comply with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and have the substantive conditions for major asset restructuring.
2、 The company has prepared Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transaction report (Draft) (Revised) (hereinafter referred to as “restructuring report”). The updated restructuring report can reflect the latest progress of this transaction and will not have a substantive impact on this transaction.
3、 The relevant proposals of this transaction were deliberated and adopted at the 7th Meeting of the 3rd board of directors of the company. The convening, convening and voting procedures and methods of the board meeting of the company comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association.
4、 Directors Zheng Xiaochen, Hou Guanghuan and Zhang Liguo are the related directors of this major asset purchase transaction, and the above related directors avoided voting on relevant proposals.
We believe that the review procedure of related party transactions is legal and compliant, the pricing principle of related party transactions is fair, and does not harm the interests of minority shareholders.
V The company has complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange, the administrative measures for major asset restructuring of listed companies and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies The provisions of relevant laws, regulations, normative documents and the articles of association, such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, have performed the necessary legal procedures for matters related to this major asset purchase at this stage, which are complete, compliant and effective; The legal documents submitted by the company are legal and valid.
6、 This transaction is conducive to further enhance the company’s comprehensive competitiveness, improve the company’s asset quality and enhance sustainable profitability, which is in line with the company’s long-term development and the interests of all shareholders of the company. This transaction is fair and reasonable to the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
In conclusion, we agree with the company’s transaction plan and agree to submit the proposals related to the transaction to the company’s general meeting for deliberation.
Ningxia Jiaze Renewables Corporation Limited(601619)
Independent director: Zhang Wenliang, Zong Wenlong, Liu Xiangyang March 15, 2002
