Jiangxi Jovo Energy Co.Ltd(605090) independent director of clean energy service provider with value and creativity
Independent opinions on the company's issuance of shares, convertible corporate bonds and payment of cash to purchase assets and raise supporting funds
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 this transaction and listening to the introduction of relevant personnel to this transaction, and after careful review of relevant documents and careful analysis, based on our independent judgment, we express our independent opinions as follows:
1. The company complies with the requirements and conditions of issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds stipulated by laws and regulations.
2. Prior to this transaction, there was no relationship between the counterparty and the listed company. After the completion of this transaction, the proportion of shares of the listed company held by all parties to the transaction and their persons acting in concert shall not exceed 5%, which does not constitute a potential related party of the listed company. This transaction does not constitute a connected transaction, this transaction does not constitute a major asset reorganization, nor does it damage the interests of the company and other shareholders.
3. This transaction complies with the provisions of Articles 11 and 43 of the reorganization management measures and Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies and other relevant laws and regulations.
4. The company's plan for this transaction and the report on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (Draft) and its abstract prepared for this transaction, as well as the agreement on issuing shares, convertible corporate bonds and paying cash to purchase assets signed by the company and relevant counterparties comply with the company law, the securities law, the reorganization management measures and other relevant laws According to the regulations and normative documents, the scheme is reasonable and feasible, and there is no damage to the interests of the company and minority shareholders.
Clean energy service provider with value creativity 5. The transaction price of the underlying asset of this transaction is determined on the basis of the evaluation results of the evaluation report issued by Zhonglian evaluation, an asset evaluation institution with securities and futures related business qualification, which evaluates the underlying asset as of the benchmark date, ensuring the fairness of the underlying asset price and avoiding any damage to the interests of the company and shareholders, especially non affiliated shareholders and minority shareholders.
6. The pricing principle of the company's non-public offering of shares to the counterparty of this transaction complies with relevant regulations, and the pricing is fair and reasonable.
7. This transaction is conducive to enhancing the company's competitiveness, improving the company's sustainable operation ability and profitability, and conducive to the company's long-term sustainable development. It is in line with the company's strategic development needs, national laws and regulations and the provisions of the articles of association. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
8. This transaction does not constitute a major asset reorganization specified in the reorganization management measures, and does not constitute a reorganization and listing. 9. This transaction can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and obtaining other possible approvals from China Securities Regulatory Commission.
In conclusion, all independent directors agree to this transaction and the corresponding arrangements made by the board of directors on this transaction.
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 company issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds)
Signature of independent director:
Zhu Guilong, Chen Yugang, Wang Jianmin
May 20, 2022
