Citic Securities Company Limited(600030)
Special verification opinions on the industrial policies and transaction types of Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds
According to the requirements of normative documents such as the implementation plan of the merger and reorganization examination and separation system of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the notice on cooperating with the relevant work of the merger and reorganization examination and separation system of the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”), Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial advisor” or “the independent financial advisor”) as an independent financial advisor of Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as ” Jiangxi Jovo Energy Co.Ltd(605090) ” or “listed company”) to issue shares, convertible corporate bonds, pay cash to purchase assets and raise supporting funds (hereinafter referred to as “this transaction” or “this major asset reorganization”), Special verification has been conducted on whether the industry or enterprise involved in this transaction belongs to the industry or enterprise that focuses on supporting the promotion of merger and reorganization, whether it belongs to the same industry or upstream and downstream mergers and acquisitions, whether it constitutes reorganization and listing, whether it involves the issuance of shares, and whether the listed company has been filed and audited by the CSRC and has not been closed. The opinions are as follows
1、 Whether the industries or enterprises involved in this major asset reorganization belong to the industries or enterprises that mainly support the promotion of merger and reorganization, such as “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization”, as determined in the opinions of the state Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology
According to the restructuring plan, the listed company plans 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% of the shares of the target company held by them. Meanwhile, the listed company plans to issue convertible corporate bonds to no more than 35 specific investors to raise supporting funds. After the completion of this transaction, Sentai energy will become a wholly-owned subsidiary of Jiangxi Jovo Energy Co.Ltd(605090) .
According to the guidelines on industry classification of listed companies (revised in 2012) issued by the CSRC, Jiangxi Jovo Energy Co.Ltd(605090) and the underlying assets belong to “D45 gas production and supply industry”, It is not an industry or enterprise that focuses on supporting the promotion of merger and reorganization, such as “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization”, as determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology.
After verification, The independent financial adviser believes that the industries or enterprises involved in this major asset reorganization do not belong to the “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions.
2、 Whether the transaction type involved in this major asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
(I) whether the transaction type involved in this major asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions. Before this reorganization, Jiangxi Jovo Energy Co.Ltd(605090) ‘s main business is large-scale private clean energy comprehensive services in the midstream and terminal fields of the gas industry. Its business products include clean energy such as liquefied petroleum gas (LPG), liquefied natural gas (LNG), and chemical products such as methanol and dimethyl ether (DME). Sentai energy’s main business is the production, logistics distribution and sales of LNG and high-purity helium, as well as the retail business of LNG filling station and LNG / L-CNG filling station. Its main products are LNG and high-purity helium. According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by the CSRC, Jiangxi Jovo Energy Co.Ltd(605090) and the underlying assets belong to “D45 gas production and supply industry”. Therefore, the transaction type involved in this reorganization belongs to M & A in the same industry.
After verification, the independent financial adviser believes that the transaction type involved in this exchange belongs to M & A in the same industry. (II) whether this major asset reorganization constitutes reorganization and listing
Before and after this transaction, the controlling shareholder of the listed company was Guangdong Jiufeng Investment Holding Co., Ltd., and the actual controllers were 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.
After verification, the independent financial adviser believes that this transaction does not constitute the situation of reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies.
3、 Does this major asset restructuring involve the issuance of shares
According to this restructuring plan, Jiangxi Jovo Energy Co.Ltd(605090) plans 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 new sources 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.
After verification, the independent financial adviser believes that this major asset restructuring involves the issuance of shares.
4、 Is there any case of a listed company that has not been closed by the CSRC
According to the relevant announcements and commitments issued by the listed company and the public information of the CSRC and other regulatory authorities, the listed company has not been filed for inspection by the CSRC and has not been closed.
After verification, the independent financial consultant believes that as of the date of issuance of this verification opinion, the listed company has not been filed for inspection by the CSRC and has not been closed.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) special verification opinions on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds) sponsor of independent financial adviser:
Hong Tao, Yang Bin
Zhao Wei, Zhang Tianliang
Citic Securities Company Limited(600030) mm / DD / yyyy
