Securities code: Ningxia Jiaze Renewables Corporation Limited(601619) securities abbreviation: Ningxia Jiaze Renewables Corporation Limited(601619) Announcement No.: 2022021
Bond Code: 113039 bond abbreviation: Jiaze convertible bond
Ningxia Jiaze Renewables Corporation Limited(601619)
Announcement on the resolutions of the fifth session of the third session of the board of supervisors
The board of supervisors and all supervisors 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. 1、 Meetings of the board of supervisors
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as "the company" or "listed company") the fifth session of the third board of supervisors was held on March 14, 2022 by means of on-site and communication voting. The company sent the notice of the meeting of the board of supervisors to the supervisors by e-mail on March 7, 2022; Three supervisors should be present at the meeting, and three actually present. The number of participants and the convening and convening procedures of the meeting comply with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following proposals:
2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following proposals:
(I) the proposal on the plan for this major asset purchase and related party transactions (Revised Draft) was deliberated and adopted item by item;
In accordance with the relevant provisions of the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws and regulations, and in combination with the actual situation and development needs of the company, the company has formulated the major asset purchase and related party transaction plan (revised draft) as follows:
1. This transaction plan
(1) Overview of the transaction scheme
The transaction plan includes the listed company's acquisition of the partnership shares of the limited partners of Ningxia ningbai Industrial Investment Fund (limited partnership) (hereinafter referred to as "ningbai fund"), Shanghai Jiarong new energy Co., Ltd. (hereinafter referred to as "Shanghai Jiarong"), a wholly-owned subsidiary of the listed company, acquired the partnership share of the general partner of ningbai fund and changed into the general partner and the only executive partner, Ningbai fund was changed into a dual general partner model and Kaixian Capital Management Co., Ltd. (hereinafter referred to as "Kaixian capital") was introduced as another general partner. The specific implementation is divided into three steps: Step 1: the listed company plans to purchase 227009% of the limited partnership share of ningbai fund held by Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. (hereinafter referred to as "Shanghai gas investment") by paying cash. After the acquisition, the listed company will hold all the limited partnership shares of ningbai fund;
Step 2: after the completion of the first step transaction, Shanghai Jiarong plans to purchase 0.0463% of the general partnership share of ningbai fund held by Ningxia Kaixian Capital Management Co., Ltd. (hereinafter referred to as "Ningxia Kaixian") in cash. After the acquisition, Shanghai Jiarong will become the general partner and the only executive partner of ningbai fund and control ningbai fund;
Step 3: after the completion of the second step transaction, Kaixian capital plans to increase the capital of ningbai fund by 1 million yuan in cash, hold 0.0463% of the general partnership share of ningbai fund, and become another general partner of ningbai fund. Ningbai fund is changed to the mode of double general partners.
After the completion of this transaction, the share structure of ningbai fund is as follows:
Within 12 months before the transaction, the listed company has purchased 7.9449% of the limited partnership share of ningbai fund held by Zhejiang sunneng in June 2021 by paying cash;
In October 2021, it purchased 399115% of the limited partnership share of ningbai fund held by guochuang ningbai. Prior to this transaction, the listed company had held 772528% of the limited partnership share of ningbai fund. Although the listed company is the partner with the highest proportion of the partnership share of ningbai fund, according to the original partnership agreement of ningbai fund, the rights enjoyed by the listed company as a limited partner mainly include the right to participate in the income distribution of the partnership, Unable to decide major matters such as the project investment and withdrawal of ningbai fund, so it is impossible to control ningbai fund, and the actual controller of ningbai fund is still Wei Yong.
After the completion of this transaction, Shanghai Jiarong will become the general partner and the only executive partner of ningbai fund. The listed 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 hold 999537% of the partnership share of ningbai fund in total. According to the new partnership agreement, the listed company can decide major matters such as the investment and withdrawal of ningbai fund project and major matters of operation and management. Therefore, after the completion of this transaction, the listed company can obtain the control right of ningbai fund. (2) Specific arrangements for the control and management of ningbai fund after the completion of the transaction
1) Control arrangement
After the completion of this transaction, ningbai fund will change to the dual general partner model. Among them, Shanghai Jiarong will become one of the two general partners of ningbai fund and the only executive partner.
According to the new partnership agreement, the investment committee is responsible for the decision-making of major investment related matters such as the investment and withdrawal of ningbai fund project. The investment committee has five members, of which Shanghai Jiarong has the right to appoint three. Any investment decision made by the investment committee needs to be voted by half of the members. Therefore, Shanghai Jiarong can independently influence and decide the functions and powers of the investment committee through the appointed members of the investment committee.
At the level of executing partnership affairs, according to the new partnership agreement, Shanghai Jiarong has the right to execute the affairs of ningbai fund, including deciding and executing the investment and other affairs of ningbai fund, and acquiring, holding, managing, maintaining and disposing assets on behalf of ningbai fund. Therefore, at the level of executing partnership affairs, Shanghai Jiarong, as the executive partner, has the sole right to decide the execution affairs of ningbai fund.
Therefore, after the completion of this transaction, Shanghai Jiarong will obtain the control of ningbai fund, and the listed company can control ningbai fund through Shanghai Jiarong.
2) Fund management mode
Before this transaction, the project investment and management of ningbai fund were completed by the manager Ningxia Kaixian and Kaixian capital, and the investment and management were in good condition. In order to continue the fund management mode of ningbai fund, after the completion of this transaction, Kaixian capital will continue to serve as the manager of ningbai fund and become one of the double general partners of ningbai fund. The arrangement complies with the relevant requirements of the China Fund Industry Association in the filing of fund products that the fund manager should have an associated relationship with the general partner. According to the new partnership agreement, Kaixian capital will continue to provide investment management, administrative management, daily operation management and other services to ningbai fund, and charge an annual management fee at the rate of 2%.
(3) Information related to the listing of the target enterprise this time
Since December 2, 2021, Shanghai gas investment has released the disclosure information of property right transfer in Shanghai equity custody trading center, publicly listed and transferred its 227009% limited partnership share of ningbai fund, and the formal disclosure time is 5 working days.
On December 9, 2021, listed companies competed for 227009% of the above-mentioned limited partnership share of ningbai fund on the private equity and venture capital share transfer platform of Shanghai equity custody and trading center.
Voting results: 3 in favor, 0 against and 0 abstention.
2. Counterparty and underlying assets
The counterparties of this transaction are Shanghai gas investment and Ningxia Kaixian.
The underlying assets of this transaction are the 227009% limited partnership share of ningbai fund held by Shanghai gas investment and the 0.0463% general partnership share of ningbai fund held by Ningxia Kaixian.
Voting results: 3 in favor, 0 against and 0 abstention.
3. Transaction price of the underlying asset
The appraisal report of the underlying assets issued by the appraisal institution of the people's Republic of China shall be based on the price of the underlying assets in the transaction, which shall be determined by both parties in accordance with the provisions of the securities transaction law of the people's Republic of China.
According to the appraisal report issued by the partners, the book value of the equity of bozhongning fund on the appraisal date of 201983700 yuan is 26983700 yuan, which is based on the value-added rate of the equity of bozhongning Fund issued by the partners on June 20, 2016, which is 26983700 yuan. Corresponding to the evaluation value of 227009% partnership share to be transferred by Shanghai gas investment is 612579400 yuan, and the evaluation value of 0.0463% partnership share to be transferred by Ningxia Kaixian is 1249400 yuan.
Referring to the above evaluation results, the transaction price of the limited partnership shares to be transferred by Shanghai gas investment is determined as 598.62 million yuan, which is also the listing price of Shanghai gas investment in Shanghai equity custody trading center; Ningxia Kaixian plans to transfer the shares of the general partnership, and the transaction price is determined to be 1.25 million yuan after negotiation between the two parties.
Voting results: 3 in favor, 0 against and 0 abstention.
4. Transaction method and payment arrangement
The consideration of this transaction is paid by the listed company and Shanghai Jiarong to the counterparty in cash.
Voting results: 3 in favor, 0 against and 0 abstention.
5. Source of transaction funds
In this transaction, the consideration for the listed company's acquisition of the partnership share of the limited partner of ningbai fund shall be paid by the listed company in cash, and the consideration for Shanghai Jiarong's acquisition of the partnership share of the general partner of ningbai fund shall be transferred to Shanghai Jiarong by the listed company through equity capital increase.
The listed company will raise the funds required for the transaction price through its own funds and self raised funds, and the listed company or Shanghai Jiarong will pay the counterparty according to the agreement and progress of the transaction.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Performance benefit arrangement
(1) Performance benefit arrangement
According to the original partnership agreement, as the general partner of ningbai fund, Ningxia Kaixian has the right to form distributable income from the investment exit of ningbai fund, and obtain performance income after returning the cost to all partners according to 100% of the total paid in capital contribution and allocating priority return to limited partners according to 8% of simple interest per year. The upper limit of performance income distribution is 20%.
After the completion of this transaction, although the investment projects of ningbai fund have not been withdrawn, most projects have been connected to the grid and put into operation, forming a stable return, and the control right of ningbai fund has changed. After negotiation between the listed company and Ningxia Kaixian, on the basis of fully respecting the agreement and arrangement on paying performance income to Ningxia Kaixian in the original partnership agreement and ensuring the acquisition of existing income of Ningxia Kaixian, ningbai fund plans to distribute performance income of 107 million yuan to Ningxia Kaixian after the completion of this transaction.
Ningxia Kaixian is a wholly-owned subsidiary of Kaixian capital, and the subsequent performance income of ningbai fund is inherited by Kaixian capital. According to the new partnership agreement, Kaixian capital has the right to form distributable income from the investment exit of ningbai fund, and obtain performance income after returning the cost to all partners according to 100% of the total paid in capital contribution and distributing the priority return to limited partners according to 8% of the simple interest per year. When calculating the performance income that should be distributed to Kaixian capital, 107 million yuan of performance income that has been distributed to Ningxia Kaixian after the completion of this transaction shall be deducted.
(2) Calculation basis of performance income distribution amount after the completion of this transaction
After the completion of this transaction, ningbai fund plans to distribute performance income of 107 million yuan to Ningxia Kaixian. According to the relevant provisions of the above original partnership agreement, the specific calculation basis of the performance income is as follows:
No. item calculation formula / basis amount (10000 yuan)
① The appraisal base date of distributable income is June 30, 2021, and the appraisal value of all 26984807 partner interests of ningbai fund
② The total amount of paid in capital contribution of ningbai fund before this transaction is 21585000
③ ① distributable income after cost return - ② cost return 5399807 distributable income
④ The limited partners have accumulated 4276549 priority returns of limited partners of ningbai fund as of June 30, 2021
⑤ ③ distributable income after cost return after priority return allocation - ④ priority return of distributable income accumulated by limited partners of 1123258
⑥ Income recovery ④ cumulative preferred return of limited partners 0.251069137
⑦ Income sharing ⑤ distributable income after distribution of priority returns - ⑥ income recovery 541.21
Attributable to general partnership
⑧ Income of the person / Manager ⑦ income share 20% 108.24
⑨ Performance income ⑥ income recovery + ⑧ income share of 1079961 attributable to the general partner / Manager
In the above calculation table, ① distributable income, ④ cumulative preferred return of limited partners and ⑨ performance income are determined as follows:
① Distributable income
According to the asset appraisal report issued by Zhonghe Assets Appraisal Co., Ltd., taking June 30, 2021 as the appraisal base date, the appraisal value of all partner interests of ningbai fund is 26984807 million yuan. Since the control right of ningbai fund has changed after the completion of this transaction, and the pricing of this transaction is mainly determined with reference to the above evaluation value of ningbai fund on June 30, 2021. Therefore, taking the evaluation value as the distributable income for the distribution of performance income after the completion of this transaction, that is, the distributable income of ningbai fund is 26984807 million yuan.
