Citic Securities Company Limited(600030)
About Jiangxi Jovo Energy Co.Ltd(605090)
This reorganization does not constitute the verification opinion of reorganization and listing
Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as " Jiangxi Jovo Energy Co.Ltd(605090) " or "listed company") intends to issue shares, convertible corporate bonds and pay cash to 53 shareholders of Sichuan Yuanfeng Sentai Energy Group Co., Ltd. (hereinafter referred to as "target company" or "Sentai energy") such as newsources and Li Wanling to purchase 100% shares of the target company. 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" or "this reorganization").
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "independent financial consultant") as the independent financial consultant of the listed company for this transaction, in accordance with the provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as "the measures for the administration of restructuring"), checked whether this transaction constitutes a restructuring and listing as specified in Article 13 of the measures for the administration of restructuring, and expressed the following opinions:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of reorganization stipulates: "if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of these measures: (I) The total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial accounting report in the previous fiscal year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. "
2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
After verification, the independent financial consultant Citic Securities Company Limited(600030) believes that before and after this transaction, the controlling shareholder of the listed company is Jiufeng holdings, and the actual controllers are Zhang Jianguo and Cai Lihong; This transaction will not lead to the change of the control right and actual controller of the listed company. Within 36 months before this transaction, the actual controller of the listed company has not changed. Therefore, according to the relevant provisions of the reorganization management measures, this transaction does not constitute the situation of reorganization and listing specified in Article 13 of the reorganization management measures.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Jiangxi Jovo Energy Co.Ltd(605090) this reorganization does not constitute reorganization and listing) sponsor of independent financial adviser:
Hong Tao, Yang Bin
Zhao Wei, Zhang Tianliang
Citic Securities Company Limited(600030) mm / DD / yyyy
