1、 Basic information of the company
Ningxia Jiaze Renewables Corporation Limited(601619) (formerly Ningxia Jiaze Power Generation Co., Ltd., hereinafter referred to as the company or the company) obtained the business license of enterprise legal person No. 640304 Ping An Bank Co.Ltd(000001) 06 issued by Hongsibao branch of Wuzhong Administration for Industry and Commerce on April 16, 2010, with a registered capital of 10 million yuan, Among them, Jinyuan Rongtai Investment Management (Ningxia) Co., Ltd. (formerly Jinyuan Rongtai International Investment Management (Beijing) Co., Ltd., hereinafter referred to as Jinyuan Rongtai) invested 6 million yuan, with a shareholding ratio of 60%; Ningxia Jiarong Venture Capital Guarantee Co., Ltd. (hereinafter referred to as Ningxia Jiarong) invested 4 million yuan, with a shareholding ratio of 40%. On October 24, 2010, the shareholders’ meeting decided to increase the registered capital by 6 million yuan. After the capital increase, Jin yuanrongtai held 9.6 million shares, with a shareholding ratio of 60%; Ningxia Jiarong holds 6.4 million shares, accounting for 40%.
On November 18, 2010, the shareholders’ meeting decided to increase the registered capital by 48 million yuan. After the capital increase, Jin yuanrongtai held 57.6 million shares, accounting for 90%; Ningxia Jiarong holds 6.4 million shares, accounting for 10%.
On January 10, 2011, the shareholders’ meeting decided that Ningxia Jiarong transferred its 6.4 million shares to Beijing Jiashi Longbo Investment Management Co., Ltd. (hereinafter referred to as Jiashi Longbo). After the transfer, Jiashi Longbo held 6.4 million shares, accounting for 10%.
On January 20, 2011, the shareholders’ meeting decided to increase the registered capital by 32 million yuan. After the capital increase, Jin yuanrongtai held 86.4 million shares, accounting for 90%; Harvest Longbo holds 9.6 million shares, accounting for 10%.
On April 20, 2011, the shareholders’ meeting decided to increase the registered capital by 84 million yuan. After the capital increase, harvest Longbo held 93.6 million shares, accounting for 52%; Jin yuanrongtai holds 86.4 million shares, accounting for 48%.
On December 20, 2011, the shareholders’ meeting decided to increase the registered capital by 60 million yuan. After the capital increase, Jin yuanrongtai held 122.4 million shares, accounting for 51%; Harvest Longbo holds 117.6 million shares, accounting for 49%.
On January 13, 2012, the shareholders’ meeting decided to increase the registered capital by 75 million yuan. After the capital increase, Jin yuanrongtai held 160.65 million shares, accounting for 51%; Harvest Longbo holds 154.35 million shares, accounting for 49%.
On February 28, 2012, the shareholders’ meeting decided to increase the registered capital by 141 million yuan. After the capital increase, Jin yuanrongtai held 160.65 million shares, accounting for 35.23%; Harvest Longbo holds 154350000 shares, with a shareholding ratio of 33.85%; Beijing Kexinyuan Mining Investment Co., Ltd. (hereinafter referred to as Kexinyuan) holds 141 million shares, accounting for 30.92%.
On March 7, 2012, the shareholders’ meeting decided to increase the registered capital by 124 million yuan. After the capital increase, Kexinyuan held 203 million shares, accounting for 35%; Jin yuanrongtai holds 191.4 million shares, with a shareholding ratio of 33%; Harvest Longbo holds 185.6 million shares, accounting for 32%.
On December 9, 2012, the shareholders’ meeting decided to increase the registered capital by 60 million yuan. After the capital increase, Jin yuanrongtai held 211.2 million shares, with a shareholding ratio of 33%; Kexinyuan holds 224 million shares, accounting for 35%; Harvest Longbo holds 204.8 million shares, accounting for 32%.
On June 26, 2015, the shareholders’ meeting decided to increase the registered capital by 7892453 million yuan. After the capital increase, Jin yuanrongtai held 6236272 million shares, accounting for 43.63%; Kexinyuan holds 412409000 shares, with a shareholding ratio of 28.86%; Harvest Longbo holds 393209000 shares, accounting for 27.51%.
On August 15, 2015, Jinyuan Rongtai, Jiashi Longbo and Kexinyuan signed a sponsor agreement to convert the audited and evaluated net assets into shares of a joint stock limited company at a ratio of 1.06:1 as of July 31, 2015.
On September 15, 2015, the shareholders’ meeting decided to increase the registered capital by 3100423 million yuan, with Goldman Sachs Investments Holdings (Asia) Limited (hereinafter referred to as Goldman Sachs Asia) subscribing 2722323 million yuan and Beijing Kaixian Saibo Investment Management Center (limited partnership) (hereinafter referred to as Kaixian Saibo) subscribing 37.81 million yuan.
In accordance with the resolution of the third extraordinary general meeting of shareholders in 2015 held on November 30, 2015, the approval of the reply on approving Ningxia Jiaze Renewables Corporation Limited(601619) initial public offering (zjxk [2017] No. 1099) issued by China Securities Regulatory Commission and the provisions of the articles of association, On July 14, 2017, the company publicly issued 193712341 ordinary shares in RMB (with a par value of 1 yuan per share), increased the share capital by 193712341 yuan, and the changed registered capital (share capital) was 1933 million yuan.
Kexinyuan, the shareholder of the company, completed the cancellation of registration on September 12, 2018, and all its shareholders distributed the shares of the company held by Kexinyuan according to their respective equity ratio.
According to the provisions of the fourth meeting of the second board of directors on November 26, 2018, the fourth extraordinary general meeting of shareholders in 2018 held on December 12, 2018, the sixth meeting of the second board of directors on April 25, 2019 and the articles of association of the company, With the approval of the reply on approving Ningxia Jiaze Renewables Corporation Limited(601619) non-public Development Bank shares (zjxk [2019] No. 1501) issued by the China Securities Regulatory Commission, the company issued 141.1 million RMB ordinary shares (A shares) (with a par value of 1 yuan per share), increased the share capital by 141.1 million yuan, and the changed registered capital (share capital) was 2074.1 million yuan.
On January 19, 2020, the company obtained the business license with the unified social credit code of 9164 Shenzhen Overseas Chinese Town Co.Ltd(000069) 4347868h renewed by the Administration for Industry and Commerce of Ningxia Hui Autonomous Region, with a registered capital of 2074.1 million yuan and a long-term operation period. The “Jiaze convertible bonds” listed and traded in Shanghai Stock Exchange on September 17, 2020 can be converted into shares of the company from March 1, 2021; The 2020 restricted stock incentive plan was registered on May 20, 2021, increasing the share capital by 68.97 million shares.
As of September 30, 2021, the total number of shares of the company was 2418493600, of which 2349523612 were tradable shares with unlimited conditions.
As a new energy power generation industry, the company obtained the power generation business license No. 103131200050 issued by the northwest regulatory bureau of the National Energy Administration on August 24, 2012.
Legal representative of the company: Chen Bo; Legal address: yaaizi, Dahe Township, Hongsibao District, Wuzhong City, Ningxia Hui Autonomous Region; Business scope: investment, construction and operation of new energy power stations (including Cecep Solar Energy Co.Ltd(000591) , wind energy and bioenergy) and intelligent microgrid; General contracting of power engineering construction (level III); Installation (repair and test) of power facilities (level IV); Technology development, technology transfer, technical services and technical consultation related to new energy.
The controlling shareholder of the company is Jin yuanrongtai, and the actual controller is Chen Bo. The company has a board of shareholders, board of directors, board of supervisors and other organizations to manage and control the company’s major decisions and daily work. The company has planning and development department, quality and safety department, production operation and maintenance department, general manager’s office, finance department, project management department and other departments.
The company’s consolidated financial statements included in the pro forma include 31 Tier-1 subsidiaries, including:
Serial number company name abbreviation
1 Ningxia Guobo new energy Co., Ltd
2 Ningxia Jiayuan new energy Co., Ltd
3 Balikun Jiaze Power Generation Co., Ltd
4 lankaoxihe Wind Power Co., Ltd
5 Henan Xihe Wind Power Generation Co., Ltd
6. Jintai (Tianjin) Electric Power Co., Ltd
7 Ningxia Zehua new energy Co., Ltd
8 Ningxia Zekai new energy Co., Ltd
9 Henan Zeyu new energy Co., Ltd
10 Henan Zehua new energy Co., Ltd
11 Ningxia Shunbo new energy Co., Ltd
Ningxia Yangbo new energy Co., Ltd
13 Ningxia Kaiyang new energy Co., Ltd
14 Beijing Jiaze sunneng new energy Co., Ltd. Beijing Jiaze sunneng
15 Beijing Ningxia Jiaze Renewables Corporation Limited(601619) Source Co., Ltd. Beijing Jiaze
16 Ningxia Jialong new energy operation management Co., Ltd
17 Shanghai Jiarong new energy Co., Ltd
18 Ningxia Zeyuan new energy Co., Ltd
19 Zhecheng Zekai new energy Co., Ltd
Xinjiang Zekai new energy Co., Ltd
21 Harbin Jiarong new energy Co., Ltd. Harbin Jiarong
22 Jilin Jiarong new energy Co., Ltd. Jilin Jiarong
23 Gansu Zekai new energy Co., Ltd
24 Ningxia Zerui new energy Co., Ltd
25 Linyi jiazexihe new energy Co., Ltd
26 Jixi Zecheng new energy Co., Ltd
27 Bayannur Jiaxun new energy Co., Ltd
28 Jilin Zekai new energy Co., Ltd
29 Ningxia Jiayuan new energy Co., Ltd
Serial number company name abbreviation
30 Dongying Jiarong New Energy Technology Co., Ltd
31 Ningxia ningbai Industrial Investment Fund (limited partnership) ningbai fund
See “VII. Changes in the scope of consolidation” and “VIII. Interests in other entities” in this note for details. 2、 Overview of this asset restructuring
(I) basic information of the transaction
The company plans to purchase 227009% of the 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 Electric Group Company Limited(601727) investment, limited partner of ningbai Fund) in cash. Meanwhile, the wholly-owned subsidiary of the company, Shanghai Jiarong new energy Co., Ltd. (hereinafter referred to as Shanghai Jiarong), plans to
