Ningxia Jiaze Renewables Corporation Limited(601619) : Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transaction report (Draft) (Revised Version) statement of listed company
1、 The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
2、 The company and all members of the board of directors guarantee the authenticity and rationality of the relevant data quoted in this report.
3、 The matters stated in this report do not represent the substantive judgment, confirmation or approval of the relevant examination and approval authorities on the matters related to this major asset purchase.
4、 After the completion of this transaction, the company shall be responsible for the changes of the company's operation and income; The investor shall be responsible for the investment risk caused by this transaction; When evaluating the company's transaction, in addition to the report and its summary and relevant documents disclosed at the same time with the report, investors should also seriously consider the risk factors disclosed in the report.
5、 When evaluating the company's major asset purchase, investors should carefully consider the contents of this report, relevant documents disclosed at the same time in this report and various risk factors. If investors have any questions about this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The counterparty of this major asset purchase has issued a commitment:
The company promises that it has fully disclosed all the information required for this transaction to the listed company and relevant intermediaries participating in this transaction. The company guarantees the authenticity, accuracy and completeness of the information provided, and there are no false records, misleading statements or major omissions. All signatures and seals on the documents are true, and the copies are consistent with the original. If the information provided by the company has false records, misleading statements or major omissions, causing losses to the listed company, the above-mentioned intermediaries or investors, the company will bear individual and joint legal liabilities according to law.
During the period of participating in this major asset restructuring, the company will timely disclose the information related to this transaction in accordance with relevant laws, regulations, rules and the relevant provisions of the CSRC and the stock exchange, and ensure the authenticity, accuracy and integrity of such information, and that such information is free from false records, misleading statements or major omissions.
Statement of relevant securities service institutions
1、 Statement of independent financial adviser
The company and the handling personnel of the company agree that the report and its abstract quote the contents of the independent financial consultant report issued by the company, and the quoted contents have been reviewed by the company and the handling personnel of the company. They confirm that the report and its abstract will not have false records, misleading statements or major omissions due to the quotation of the above contents, and are responsible for its authenticity Assume corresponding legal responsibilities for accuracy and completeness. If there are false records, misleading statements or major omissions in the application documents of this transaction, and the company fails to be diligent and responsible, it will bear joint and several liability for compensation. 2、 Statement of legal counsel
As the legal adviser of this transaction, the exchange has issued a legal opinion for the listed company. The bourse and the handling lawyer agree that the listed company shall quote the conclusion opinions issued by the legal opinion of the bourse in this report, ensure that the quoted contents have been reviewed by the bourse, confirm that the report will not have false records, misleading statements or major omissions due to the above contents, and bear corresponding legal liabilities for its authenticity, accuracy and integrity. 3、 Auditor's statement
The exchange and the handling certified public accountant agree that the listed company shall quote the audit report of the target enterprise and the concluding opinions of the review report for reference issued by the exchange in this report and its abstract, ensure that the quoted contents have been reviewed by the exchange and its handling personnel, and confirm that the report and its abstract will not have false records, misleading statements or major omissions due to the above contents, And bear corresponding legal responsibilities for its authenticity, accuracy and completeness. 4、 Statement of asset appraisal agency
There is no contradiction between the capital contribution summary of Ningxia Yining Investment Co., Ltd. and the capital contribution summary of the partnership issued by the appraiser (No. y1099) in this report, and there is no contradiction between the capital contribution summary of Ningxia Yining Investment Co., Ltd. and its capital contribution summary issued by the appraiser. The agency and the asset appraiser have no objection to the professional conclusion that the report and its abstract completely and accurately quote the value of partner's equity involved in Ningxia Jiaze Renewables Corporation Limited(601619) proposed acquisition of part of partner's capital contribution shares of Ningxia ningbai Industrial Investment Fund (limited partnership) (Zhonghe pingbao Zi [2021] No. ycv1090) issued by the company. Confirm that this report and its summary will not lead to false records, misleading statements or major omissions due to quoting the professional conclusions of asset appraisal issued by this institution, and bear corresponding legal liabilities for its authenticity, accuracy and completeness.
Tips on major issues
Remind investors to carefully read the full text of this report and pay special attention to the following matters:
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" of this report. 1、 Summary of this transaction scheme (I) overview of this transaction scheme
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. (II) 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. For details, please refer to "(I) the transaction plan" and "2. Specific arrangements for the control and management of ningbai fund after the completion of the transaction".
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%. (III) listing of the target enterprise
Since December 2, 2021, Shanghai gas investment has released the disclosure information of property right transfer in Shanghai equity custody trading center and publicly listed to transfer 227009% of the partnership share of ningbai fund held by it. The formal disclosure time is 5 working days.
On December 9, 2021, listed companies competed for 227009% of the partnership share of the above ningbai fund on the private equity and venture capital share transfer platform of Shanghai equity custody and trading center.
2、 Appraisal value and pricing of the underlying assets of this transaction
In this transaction, the transaction price of the underlying asset is based on the evaluation report issued by the asset evaluation institution in line with the provisions of the securities law, which shall be determined by both parties through negotiation.
According to the asset appraisal report issued by Zhonghe appraisal, taking June 30, 2021 as the appraisal base date, the appraisal value of all partner interests of ningbai fund is 26984807 million yuan, which is 687917 million yuan higher than the audited book value of partner interests of ningbai fund, which is 34.21%. 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 price of the limited partnership share 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 after negotiation between the two parties. 3、 The arrangement of performance income in this transaction (I) performance income arrangement
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%. For details, please refer to "1. Performance benefit arrangement" in "(V) performance benefit arrangement" in "II. Specific scheme of this transaction" in "section I overview of this transaction".
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. For details, please refer to "1. Performance benefit arrangement" in "(V) performance benefit arrangement" in "II. Specific scheme of this transaction" in "section I overview of this transaction". (II) calculation basis of performance benefit amount
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 original partnership agreement, the specific calculation basis of the performance income is as follows:
No. item calculation formula / basis amount (10000 yuan)
① The distributable income is assessed on June 30, 2021
