Citic Securities Company Limited(600030)
about
Jiangxi Jovo Energy Co.Ltd(605090)
Issue shares, convertible corporate bonds and pay cash to purchase assets and raise supporting funds
of
Independent financial advisor Report
Independent financial advisor
May, 2002
Statement and commitment
Citic Securities Company Limited(600030) is entrusted by Jiangxi Jovo Energy Co.Ltd(605090) to act as an independent financial adviser for the issuance of shares, convertible corporate bonds, payment of cash to purchase assets and raise supporting funds, and issue an independent financial adviser report on the matter.
This report is prepared in accordance with the relevant provisions of the company law, the securities law, the reorganization management measures, the provisions on certain issues, the Standard No. 26, the financial advisory business measures, the listing rules, the information disclosure business memorandum issued by the Shanghai Stock Exchange and other laws and regulations, and based on the relevant information and commitments provided by the parties to this transaction. All parties to this transaction guarantee that there are no false records, misleading statements or major omissions in the materials, and bear corresponding legal liabilities for the authenticity, accuracy and completeness of the materials provided.
In accordance with the recognized business standards, ethics and the spirit of honesty, credit and diligence in the securities industry, and following the principles of objectivity and impartiality, the independent financial adviser publishes the independent financial adviser report on the basis of carefully reviewing the relevant materials provided by all parties and fully understanding the transaction behavior, in order to make an independent, objective and fair evaluation on the transaction behavior for the reference of investors and relevant parties. We hereby make the following statements and commitments on relevant matters:
1、 Statement of independent financial adviser
(I) the independent financial advisor has no relationship with the parties to the transaction. The independent financial advisor issues an independent financial advisor report on this transaction based on the principles of objectivity and impartiality.
(II) the documents and materials on which the report is based are provided by relevant parties to the independent financial adviser. All parties concerned shall be responsible for the authenticity, accuracy and completeness of the information provided. All parties concerned guarantee that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for the legitimacy, authenticity and completeness of the information provided. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
(III) as of the signing date of this report, the independent financial advisor has conducted careful verification on this transaction. This report only provides independent verification opinions on the verified matters to all shareholders of the listed company.
(IV) the independent financial advisor's report on the independent financial advisor's report on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (Draft) has been submitted to the core institution for review, and the core institution agreed to issue this report after review.
(V) the independent financial advisor agrees to submit this report as the legal document of the listed company's current transaction to the relevant regulatory authorities, and submit it to the Shanghai stock exchange along with the report on the independent financial advisor's report on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds (Draft) and make an online announcement.
(VI) for the fact that this report is very important and cannot be supported by independent evidence or needs legal, audit, evaluation and other professional knowledge to identify, the independent financial consultant mainly makes judgments based on the opinions, instructions and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions and other relevant units.
(VII) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report.
(VIII) this report does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the possible risks of any investment decisions made by investors according to this report. The independent financial adviser specially invites investors to carefully read the report of independent financial adviser on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (Draft) issued by the board of directors of the listed company and the full text of other announcement documents related to this transaction.
2、 Commitment of independent financial advisor
(I) the independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty;
(II) the independent financial adviser has fully checked the relevant documents of the transaction disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements;
(III) the independent financial adviser has sufficient reasons to believe that the report of independent financial adviser on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (Draft) entrusted by the listed company to the independent financial adviser complies with laws, regulations and relevant provisions of the CSRC and the Shanghai Stock Exchange, and the information disclosed is true, accurate and complete without false records Misleading statements or material omissions;
(IV) the independent financial advisor's verification opinions on this transaction have been submitted to the independent financial advisor's core organization for review, and the core organization agrees to issue the independent financial advisor's verification opinions;
(V) the independent financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud from the time of contact with the listed company to the time of acting as the independent financial adviser;
(VI) the independent financial adviser agrees to take the verification opinions of the independent financial adviser as the necessary legal documents of the exchange, report them to the Shanghai stock exchange along with the restructuring documents and make an online announcement.
catalogue
Statements and commitments 2 catalog 5 interpretation 6. Tips on major issues 11 major risk tips Section 1 overview of this transaction Section 2 basic information of listed companies Section III basic information of counterparties Section 4 basic information of the subject matter of the transaction Section V non cash payment methods 297 section 6 evaluation of the subject matter of the transaction 325 section 7 main contracts of this transaction 404 Section VIII compliance analysis of transactions 426 section IX management discussion and Analysis 437 section x financial and accounting information 516 section 11 horizontal competition and related party transactions 525 section XII risk factors 533 section XIII other important matters 539 section 14 verification opinions of independent financial adviser 551 section 15 core opinions and concluding opinions of the independent financial adviser five hundred and seventy
interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings: restructuring report and report refer to the report on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds (Draft)
Report of independent financial adviser, Citic Securities Company Limited(600030) report on Jiangxi Jovo Energy Co.Ltd(605090) issuance of share capital, report of independent financial adviser on convertible corporate bonds and payment of cash to purchase assets and raise supporting funds
Companies, listed companies and Jiufeng refer to Jiangxi Jovo Energy Co.Ltd(605090) (Jiangxi Jiangxi Jovo Energy Co.Ltd(605090) Co., Ltd. completed the overall change and establishment in February 2018)
The target company and Sentai energy refer to Sichuan Yuanfeng Sentai Energy Group Co., Ltd
Sichuan Yuanfeng Sentai Energy Group Co., Ltd., the predecessor of Sichuan Yuanfeng Sentai Energy Group Co., Ltd
The subject matter and underlying assets of the transaction refer to 100% shares of Sichuan Yuanfeng Sentai Energy Group Co., Ltd
Jiufeng Co., Ltd. refers to Jiangxi Jiangxi Jovo Energy Co.Ltd(605090) Co., Ltd., formerly known as Guangdong Jiufeng Investment Co., Ltd
Jiufeng holding refers to Guangdong Jiufeng Investment Holding Co., Ltd., which is the controlling shareholder of Jiangxi Jovo Energy Co.Ltd(605090) company
New sources means new sources Investment Limited
Chengdu Wansheng refers to Chengdu Wansheng Hengtai enterprise management center (limited partnership)
Tibet Junze refers to Tibet Junze Trading Co., Ltd
Counterparties and performance commitments refer to 53 original shareholders of the target company, including new sources and Li Wanling
Party and compensation obligor
Li Wanling, Li He, Chengdu Wansheng Hengtai enterprise management center (limited partnership), Peng Jia's main counterparties refer to Xuan, Hong Qing, Gao Daoquan, Tibet Junze Trading Co., Ltd., Han Huijie and Gao Chenxiang
PetroChina Sentai refers to Sichuan PetroChina Sentai New Energy Development Co., Ltd
Junlian Sentai refers to Junlian Sentai Shale Gas Co., Ltd
Xuyongsenneng refers to xuyongsenneng Shale Gas Co., Ltd
Ya'an senneng refers to Ya'an senneng clean energy Co., Ltd
Gulin senneng refers to Gulin senneng Shale Gas Co., Ltd
Sichuan senneng refers to Sichuan senneng Natural Gas Sales Co., Ltd
Inner Mongolia Sentai refers to Inner Mongolia Sentai Natural Gas Co., Ltd
Luzhou Jiaotou Sentai refers to Luzhou Jiaotou Sentai Energy Co., Ltd
Juhui Hetai refers to Wushen Banner Juhui Hetai Energy Co., Ltd
Dali Petrochemical refers to Chengdu Dali Petrochemical Co., Ltd
Chengtailong trading refers to Inner Mongolia Eerduosi Resources Co.Ltd(600295) chengtailong Trading Co., Ltd
Xinxin new energy refers to Xingwen Xinxin new energy Co., Ltd
Cuiping District Sentai refers to Yibin Cuiping District Sentai LNG Co., Ltd
Yanjin senjin refers to Yanjin senjin new energy Co., Ltd
Luzhou Sentai refers to Luzhou Sentai Natural Gas Co., Ltd
Ganzi senjieneng refers to Ganzi senjieneng Gas Equipment Co., Ltd
Changning senneng refers to Changning senneng Natural Gas Co., Ltd
Gaoxian senneng refers to Gaoxian senneng Natural Gas Co., Ltd
Mabian Haihe refers to Mabian Haihe clean energy Co., Ltd
Xingwen senneng refers to Xingwen senneng Gas Co., Ltd
Mingneng Mountain Energy Co., Ltd
Beichuan Senyuan refers to Beichuan Senyuan New Energy Technology Co., Ltd
Changfeng new energy refers to Sichuan Anji Changfeng new energy Co., Ltd
Ya'an new energy refers to Ya'an Yazhou New Area New Energy Co., Ltd
Huayou Zhonglan refers to Sichuan Huayou Zhonglan Energy Co., Ltd
PetroChina refers to Petrochina Company Limited(601857) Natural Gas Group Co., Ltd
Sinopec refers to Petrochina Company Limited(601857) Chemical Group Co., Ltd
in
Meanwhile, the listed company plans to issue convertible corporate bonds to no more than 35 specific investors to raise supporting funds
The listed company plans to issue shares, convertible corporate bonds and cash to 53 shareholders of the target company, including new sources and Li Wanling, to purchase 100% of the shares of the target company held by them
The supporting funds raised this time refer to the supporting funds raised by the listed company by issuing convertible corporate bonds to no more than 35 specific investors
Convertible bonds refer to convertible corporate bonds
Shidai finance refers to starrfinancial (Barbados) I, Inc. (Shidai Finance (Barbados) phase I), which is a Jiangxi Jovo Energy Co.Ltd(605090) shareholder
Yingfa investment refers to Guangzhou Yingfa Investment Center (limited partnership), which is Jiangxi Jovo Energy Co.Ltd(605090) shareholder
Fuying investment refers to Guangzhou Fuying investment partnership (limited partnership), which is Jiangxi Jovo Energy Co.Ltd(605090) shareholder
Hengtong investment refers to Guangzhou Hengtong investment partnership (limited partnership), which is Jiangxi Jovo Energy Co.Ltd(605090) shareholder
Chongye investment refers to Meizhou chongye Industrial Investment Center (limited partnership), which is Jiangxi Jovo Energy Co.Ltd(605090) shareholder
Hengda investment refers to Guangzhou Hengda investment
