Ningxia Jiaze Renewables Corporation Limited(601619)
Independent directors’ opinions on this major asset purchase and related party transactions
Prior approval opinions on relevant matters
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as “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. 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.
In accordance with the relevant provisions of 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 the relevant requirements of the articles of association and the working system of independent directors, as independent directors of the company, we have carefully reviewed the matters related to this transaction in advance, based on an independent and objective position, We express the following prior approval opinions:
1、 The adjustment of this transaction plan and the relevant agreements signed by all parties are conducive to further protecting the interests of the company. The adjusted plan complies with 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 other laws The relevant requirements of laws and regulations and normative documents and the substantive conditions stipulated in the plan are reasonable and feasible, and there is no damage to the interests of the company and all shareholders.
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. We agree to submit the restructuring report and relevant proposals to the seventh session of the third board of directors of the company for deliberation. This transaction constitutes a connected transaction. The company shall apply the deliberation procedures of connected transactions when deliberating relevant proposals, and the connected directors shall avoid voting.
3、 The company has fulfilled the necessary legal procedures at this stage for matters related to this major asset purchase, which are complete, compliant and effective; The legal documents submitted by the company are legal and valid.
We recognize the matters related to the adjustment of this transaction plan and agree to submit the proposals related to this transaction to the seventh meeting of the third board of directors of the company for deliberation.
Ningxia Jiaze Renewables Corporation Limited(601619)
Independent director: Zhang Wenliang, Zong Wenlong, Liu Xiangyang March 15, 2002
