Clean energy service provider with value creativity
Jiangxi Jovo Energy Co.Ltd(605090) independent director
Independent opinions on the independence of the evaluation institution of this transaction, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing
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").
In accordance 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 measures for the administration of securities issuance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shanghai Stock Exchange and the Jiangxi Jovo Energy Co.Ltd(605090) articles of association, we, as independent directors of the company, earnestly After a comprehensive review of the relevant materials on the matters involved in the exchange and listening to the detailed introduction of the transaction by relevant personnel, after careful review of relevant documents and careful analysis, and based on our independent judgment, we hereby express our independent opinions as follows:
(I) independence of the appraisal institution
The appraisal institution and its appraisers engaged in this transaction have no relationship with the company, the counterparty and the underlying assets, and there are no realistic and expected interests or conflicts. The appraisal institution is independent.
(II) evaluate the rationality of assumptions
The appraisal assumptions and premises of the appraisal report related to this transaction comply with relevant national laws and regulations, follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions and premises are reasonable.
(III) correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to provide reasonable pricing basis for the company's transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; The appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject asset, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
Clean energy service providers with value creativity (Ⅳ) evaluate the fairness of pricing
This appraisal has implemented the necessary appraisal procedures and followed the principles of independence, objectivity, scientificity and impartiality. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal methods are appropriate and the appraisal results are fair and reasonable. The pricing of this transaction is based on the evaluation results issued by the evaluation institution and determined as the final transaction price after negotiation by all parties to the transaction. The pricing of the underlying assets is fair.
In conclusion, we believe that the appraisal institution of this transaction is independent, the premise of appraisal assumptions is reasonable, the appraisal method is highly correlated with the appraisal purpose, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
It is hereby explained.
Clean energy service provider with value creativity (there is no text on this page, which is the signature page of Jiangxi Jovo Energy Co.Ltd(605090) independent directors' independent opinions on the independence of the evaluation institution of this transaction, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing)
Signature of independent director:
Zhu Guilong, Chen Yugang, Wang Jianmin
May 20, 2022
