China Merchants Securities Co.Ltd(600999)
Inquiry letter on information disclosure of Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transaction draft
Verification opinions on Relevant Issues
Shanghai Stock Exchange:
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as " Ningxia Jiaze Renewables Corporation Limited(601619) ," listed company "or" company ") received the inquiry letter on information disclosure of Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transaction draft (szgh [2022] No. 0111) (hereinafter referred to as" inquiry letter ") issued by your firm on February 7, 2022, The independent financial consultant (hereinafter referred to as "the independent financial consultant") hereby issues the following opinions:
(unless otherwise specified, the abbreviation in this reply has the same meaning as the abbreviation in the reorganization draft)
1、 About this transaction plan
Question 1
1. The draft discloses that, according to the original partnership agreement, as the general partner of ningbai fund, Ningxia Kaixian has the right to form distributable income after the disposal and withdrawal of investment projects of ningbai fund, and obtain performance income after the distribution of limited partners. The distribution proportion of performance income is limited to 20%. After the completion of this transaction, the general partner of ningbai fund was changed from Ningxia Kaixian to Hainan Kaixian, a subsidiary of the listed company. Since the invested projects of ningbai fund have not been disposed of and do not meet the conditions of performance distribution, Ningxia Kaixian, as the general partner of ningbai fund, has the right to obtain performance income, and ningbai fund will pay 350 million yuan of performance income deposit to it in advance, After the disposal and withdrawal of all existing investment projects of ningbai fund, all parties shall calculate and confirm the actual performance income, and ningbai fund shall pay the above performance income deposit within two days from the date of delivery of general partnership shares. In the first three quarters of 20192021, ningbai fund realized a net profit attributable to the parent company of -92.79 million yuan, 25.54 million yuan and 199.63 million yuan respectively. The company is requested to make supplementary disclosure: (1) the specific arrangement and time node of the disposal and withdrawal of the invested projects of ningbai fund; (2) Explain the specific calculation basis and basis of prepayment performance margin in combination with the historical performance of ningbai fund; (3) After Ningxia Kaixian is no longer the general partner of ningbai fund, whether it will harm the interests of listed companies to continue to obtain performance income on the future distributable income of ningbai fund; (4) Relevant safeguard measures for ningbai fund to pay large income margin, and whether the relevant measures are conducive to protecting the interests of listed companies. Financial advisers and lawyers are invited to express their opinions.
reply:
1、 Revision and adjustment of the transaction plan and relevant key points
(I) adjustment background of this transaction scheme
In order to better protect the management and operation of ningbai fund, fully reflect the commercial rationality of the transaction and promote the transaction, the parties have adjusted the partner structure of ningbai fund after the transfer of the general partnership share of ningbai fund in this transaction and the completion of the transaction. At the same time, on the basis of taking into account the interests of listed companies, Ningxia Kaixian, Kaixian capital and other parties, the parties have adjusted the arrangement of performance gains in this transaction through consensus.
(II) overview of revised and adjusted trading scheme
The overview of the revised trading scheme is as follows:
Ningbai fund is a limited partnership focusing on the investment, development, operation and management of wind power and photovoltaic projects. The transaction plan includes that the listed company acquires the share of ningbai fund limited partnership, Shanghai Jiarong, a wholly-owned subsidiary of the listed company, acquires the share of ningbai fund general partnership and becomes the general partner and the only executive partner, and ningbai fund is changed into a dual general partner model and introduces Kaixian capital as another general partner, which is implemented in three steps:
1. Step 1: the listed company plans to purchase 227009% of the limited partnership shares of ningbai fund held by Shanghai Gas Investment by paying cash. After the acquisition, the listed company will hold all the limited partnership shares of ningbai fund;
2. 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 in cash. After the acquisition, Shanghai Jiarong will become the general partner and the only executive partner of ningbai fund and exercise control over ningbai fund;
3. 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.
(III) 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%.
(IV) transaction pricing
The price of the limited partnership shares to be transferred by Shanghai gas investment in this transaction is 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 share of general partnership, and the price is 1.25 million yuan, which has not been adjusted in this transaction.
(V) performance benefit arrangement, calculation basis and rationality
1. Performance income arrangement and partnership agreement
1) Performance income distribution arrangement of 107 million yuan after the completion of this transaction
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%.
The specific provisions are as follows:
"7.2.2 if the withdrawal (including partial withdrawal) date of any investment project of the partnership is before the expiration date of the investment of the partnership, the partnership may use the distributable income obtained from the withdrawal for circular investment or reinvestment.
7.2.3 for the distributable income from the withdrawal (including partial withdrawal) of any investment project of the partnership, unless circular investment or reinvestment is carried out in accordance with the provisions of article 7.2.2, a preliminary division shall be made among the partners according to the proportion of their paid in capital contribution. According to this division, the amount attributable to the general partner shall be actually distributed to the general partner, and the amount attributable to each limited partner shall be actually distributed in the following order:
(1) First, cost return. One hundred percent (100%) shall be distributed to the limited partner until the limited partner obtains the total amount of paid in capital contribution accumulated at that time;
(2) Second, give priority to return. One hundred percent (100%) shall be distributed to the limited partner until the limited partner obtains its preferred return calculated at the simple interest rate of 8% / year for the amount of item (1) above ("preferred return"). The calculation period of priority return is from the date of receipt of each period of paid in capital contribution of the limited partner to the date of recovery of this part of paid in capital contribution by the limited partner;
(3) Thirdly, income recovery. One hundred percent (100%) shall be distributed to the general partner until the amount distributed by the general partner according to this item (3) reaches 20% of the amount of this item (3) and the above item (2); (4) Finally, revenue sharing. Eighty percent (80%) is distributed to the limited partner and twenty percent (20%) is distributed to the general partner (the distribution of the general partner according to items (3) and (4) is collectively referred to as "performance income").
The general partner may urge the partnership to directly pay part or all of the performance income it can obtain in accordance with article 7.2.3 or other provisions of this agreement to the person designated by the general partner. "
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.
2) Subsequent performance income distribution arrangement
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.
The specific provisions are as follows:
"8.2.2 the distributable income obtained by the partnership, unless reinvested or reinvested in accordance with the provisions of article 7.5.1, shall be distributed within 90 days from the date when the partnership receives the relevant income. For the total distributable income of the partnership, the amount that each partner can be distributed shall be determined and executed in the following order:
(1) First, return the cost. One hundred percent (100%) shall be distributed to each partner until each partner obtains the total amount of paid in capital contribution accumulated at that time;
(2) Second, give priority to return. One hundred percent (100%) shall be distributed to each partner until each partner obtains the preferred return calculated at the simple interest rate of 8% / year for the amount of item (1) above ("preferred return"). The calculation period of priority return is from the date of receipt of each period of paid in capital contribution of each partner to the date of recovery of this part of paid in capital contribution by each partner; Considering that the limited partner and the general partner hold the partnership share capital contribution of the partnership from the acquisition of other partners, for the avoidance of doubt, all partners and managers agree that the priority return amount shall be calculated as follows from the effective date of this Agreement:
(1) The preferential return of all partners is from the establishment of the partnership to December 31, 2021. The calculation period of preferential return is calculated from the actual amount of capital contribution paid by each partner to the partnership since the establishment of the partnership and the time of arrival. The total amount of cumulative preferential return is RMB 514931557 (514931557 yuan);
(2) From January 1, 2022, the preferential return of all partners' capital contributions shall be calculated according to the total paid in capital contribution of the partnership, that is, taking RMB two billion one hundred fifty-eight million five hundred thousand (2158500000) as the base, according to the annual simple interest of 8% and the time of actual distribution of preferential return, The annual preferred return amount is RMB one hundred seventy-two million six hundred and eighty thousand (172680000 yuan), which is calculated according to the actual days on the distribution date if it is less than one year;
(3) The total preferred return of all partners' capital contribution shall be the sum of (I) (II) above, and each partner shall calculate its due preferred return according to its proportion of capital contribution in the partnership;
(4) If there is still a balance after the total preferred return received by all partners exceeds the sum of (I) (II) above, the income recovery amount shall continue to be calculated in accordance with article 8.2.2 (3) of this agreement.
(3) Thirdly, income recovery. One hundred percent (100%) shall be allocated to the manager and / or its designee until the amount allocated by the manager and / or its designee in accordance with this item (3) reaches this item (3)
