Clean energy service provider with value creativity
Jiangxi Jovo Energy Co.Ltd(605090)
Notes on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted in this reorganization
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 completeness and compliance of the legal procedures performed by the board of directors and the effectiveness of the legal documents submitted are described as follows:
1、 Notes on the completeness and compliance of legal procedures for the performance of this reorganization
(I) procedures performed in this transaction
1. On January 5, 2022, the company issued the announcement of Jiangxi Jovo Energy Co.Ltd(605090) on suspension of trading in planning major asset restructuring (Announcement No.: 2022002). Upon application to Shanghai Stock Exchange, the trading of the company’s shares (Securities abbreviation: Jiangxi Jovo Energy Co.Ltd(605090) , securities code: Jiangxi Jovo Energy Co.Ltd(605090) ) will be suspended from January 4, 2022.
2. During the suspension period, the company issued the announcement of Jiangxi Jovo Energy Co.Ltd(605090) on the suspension progress of planning major asset restructuring (Announcement No.: 2022007) on January 11, 2022.
3. On January 17, 2022, the company held the 16th meeting of the second board of directors, deliberated and approved various proposals related to this transaction, such as the proposal on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds and its summary, and prepared Disclosed the plan for Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds and its abstract. On the same day, the company signed the agreement between Jiangxi Jovo Energy Co.Ltd(605090) and all shareholders of Sichuan Yuanfeng Sentai Energy Group Co., Ltd. on issuing shares, convertible corporate bonds and paying cash to purchase assets. 4. On January 29, 2022, the company issued the announcement on receiving the inquiry letter on information disclosure of Jiangxi Jovo Energy Co.Ltd(605090) major asset restructuring plan from Shanghai Stock Exchange (Announcement No.: 2022015). 5. In view of the fact that the relevant intermediaries of this transaction are performing the internal audit procedures on the inquiry letter, in order to ensure the return
The reply of the clean energy service provider with value creativity is accurate and complete. After applying to Shanghai Stock Exchange, the company issued the announcement on delaying the reply to the inquiry letter of Shanghai Stock Exchange (Announcement No.: 2022016) on February 12, 2022.
6. According to the requirements of the inquiry letter, the company and relevant parties have implemented and replied to the questions listed in the inquiry letter one by one, and revised, supplemented and improved the relevant documents of this transaction, On February 19, 2022, the reply announcement on Shanghai Stock Exchange’s inquiry letter on information disclosure of Jiangxi Jovo Energy Co.Ltd(605090) major asset restructuring plan was issued (Announcement No.: 2022018), and the verification opinions on issues related to Citic Securities Company Limited(600030) inquiry letter on information disclosure of Jiangxi Jovo Energy Co.Ltd(605090) major asset restructuring plan of Shanghai Stock Exchange, etc.
7. The company issued the announcement of the restructuring progress on February 17, 2022, March 19, 2022, April 19, 2022 and May 19, 2022 respectively.
9. On May 20, 2022, the company held the 18th meeting of the second board of directors, deliberated and approved various proposals related to this transaction, such as the proposal on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds (Draft) and its summary. The company and the counterparty signed the supplementary agreement on the agreement between Jiangxi Jovo Energy Co.Ltd(605090) and all shareholders of Sichuan Sentai Energy Group Co., Ltd. on issuing shares, convertible corporate bonds and paying cash to purchase assets, and the performance commitment compensation agreement between Jiangxi Jovo Energy Co.Ltd(605090) and all shareholders of Sichuan Sentai Energy Group Co., Ltd.
(II) procedures to be performed in this transaction
1. The general meeting of shareholders of the listed company deliberated and approved the transaction;
2. The antimonopoly Bureau of the State Administration of market supervision passed the examination of the concentration of business operators involved in this transaction; 3. The CSRC has approved or agreed to this transaction.
To sum up, the company has complied 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, the measures for the Administration of securities issuance of listed companies, the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies and other laws and regulations The provisions of other normative documents and the articles of association have fulfilled the necessary legal procedures at this stage for matters related to this reorganization, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
According to the measures for the administration of major asset restructuring of listed companies and the content and qualification of information disclosure of companies that publicly issue securities
The legal documents submitted by the company are legal and valid in accordance with the relevant provisions of the standards for clean energy service providers with value and creativity No. 26 – major asset restructuring of listed companies and the stock listing rules of Shanghai Stock Exchange. The board of directors and all directors of the company guarantee that the legal documents submitted by the company for this reorganization do not contain any false records, misleading statements or major omissions, and bear legal responsibility for the authenticity, accuracy and completeness of the legal documents submitted.
In conclusion, the legal procedures performed by the company at this stage of the reorganization are complete and compliant, in line with the provisions of current laws, administrative regulations, other normative documents and the articles of association, and the legal documents submitted this time are legal and valid.
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) instructions on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted in this reorganization)
Jiangxi Jovo Energy Co.Ltd(605090) May 23, 2022
