Citic Securities Company Limited(600030)
About Jiangxi Jovo Energy Co.Ltd(605090)
Verification opinions on the purchase and sale of assets within 12 months before the transaction
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”).
According to 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”), if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the provisions of the reorganization management measures need not be included in the scope of cumulative calculation. If the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) has other provisions on the cumulative period and scope of major asset restructuring specified in paragraph 1 of Article 13 of the measures for the administration of restructuring, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets.
Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial advisor”) as the independent financial advisor of this transaction, checked the purchase and sale of assets of the listed company within 12 months before this transaction, as follows:
1. On June 4, 2021, the company held the 8th meeting of the second board of directors, deliberated and approved the proposal on signing the contract for the purchase and construction of LPG carrier, and agreed to sign a contract for the construction of LPG carrier with China Cssc Holdings Limited(600150) Industrial Trade Co., Ltd. and Jiangnan Shipbuilding (Group) Co., Ltd., a wholly-owned overseas subsidiary of the company, with a total contract price of 78.88 million US dollars.
2. On April 11, 2022, the company held the 17th meeting of the second board of directors, deliberated and approved the proposal on purchasing 28% equity of Sichuan Huayou Zhonglan Energy Co., Ltd., and agreed to purchase 28% equity of Sichuan Huayou Zhonglan Energy Co., Ltd. at a transaction price of RMB 225786652 million. The above transactions do not constitute related party transactions, nor do they constitute major asset restructuring matters stipulated in the administrative measures for major asset restructuring of listed companies.
The above asset purchases belong to the continuous purchase and sale of the same or related assets, so they are included in the cumulative calculation scope of this transaction.
After verification, except for the above transactions, as of the signing date of this verification opinion, the listed company has not purchased or sold assets in the 12 months before this transaction.
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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) the purchase and sale of assets within 12 months before this transaction) sponsor of the independent financial adviser:
Hong Tao, Yang Bin
Zhao Wei, Zhang Tianliang
Citic Securities Company Limited(600030) mm / DD / yyyy
