Clean energy service provider with value and creativity Jiangxi Jovo Energy Co.Ltd(605090)
The transaction complies with the measures for the administration of major asset restructuring of listed companies
Explanations provided in Articles 11 and 43
Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as "listed company", "company" or " Jiangxi Jovo Energy Co.Ltd(605090) ") intends to issue shares, convertible corporate bonds and pay cash to purchase 100% shares of Sentai energy held by 53 shareholders of Sichuan Yuanfeng Sentai Energy Group Co., Ltd. (hereinafter referred to as "Sentai energy") such as new sources and Li Wanling. Meanwhile, the listed company plans to issue convertible corporate bonds to no more than 35 specific investors to raise supporting funds (hereinafter referred to as "this transaction").
The board of directors of the company has made a prudent judgment on whether the transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), and the board of Directors believes that:
1、 This transaction complies with the relevant provisions of Article 11 of the reorganization management measures. The specific circumstances are as follows:
1. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust.
2. It will not cause the company to fail to meet the conditions for listing.
3. The asset pricing involved in this transaction is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders. 4. The ownership of the assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal.
5. This transaction is conducive to enhancing the company's ability of sustainable operation, and there is no situation that may lead to the company's main assets being cash or no specific business after reorganization.
6. This transaction is conducive to the company's independence from the controlling shareholders and their affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies.
7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
2、 This transaction complies with the relevant provisions of Article 43 of the reorganization management measures. The specific circumstances are as follows:
Clean energy service provider with value creativity 1. This transaction is conducive to improving the quality of the company's assets, improving the financial situation and enhancing sustainable profitability. After the completion of this transaction, it will standardize related party transactions and avoid new unnecessary related party transactions, solve the problem of horizontal competition between the company and controlling shareholders, and enhance the independence of the company.
2. The company's financial and accounting report for the most recent year was issued with an unqualified audit report by a certified public accountant.
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or under investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
4. The underlying assets purchased by the company by issuing shares, convertible corporate bonds and paying cash this time are operating assets with clear ownership, and can complete the ownership transfer procedures within the agreed time limit.
5. There is no violation of other conditions stipulated by the CSRC in this transaction.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
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Clean energy service provider with value creativity (this page has no text, which is the seal page of Jiangxi Jovo Energy Co.Ltd(605090) on the statement that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies)
Jiangxi Jovo Energy Co.Ltd(605090) May 23, 2022
