Citic Securities Company Limited(600030)
With regard to the verification opinion that some adjustments of the restructuring plan do not constitute major adjustments, Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as “listed company”, “company” or ” Jiangxi Jovo Energy Co.Ltd(605090) “) plans 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 newsources and Li Wanling. Meanwhile, the listed company plans to issue convertible corporate bonds to no more than 35 specific investors to raise matching funds (hereinafter referred to as “this restructuring”).
On January 18, 2022, the company announced the plan for Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds and paying cash to purchase assets and raise supporting funds (hereinafter referred to as the “plan”). On May 23, 2022, the company announced the report on Jiangxi Jovo Energy Co.Ltd(605090) issuing shares, convertible corporate bonds, paying cash to purchase assets and raising supporting funds (Draft).
1、 Adjustment of this restructuring plan
Compared with the plan in the plan stage, there is no adjustment in this reorganization plan.
2、 This restructuring plan adjustment does not constitute a major adjustment to the restructuring plan
(I) criteria for major adjustment of restructuring plan
According to the opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies – opinions on the application of securities and Futures Law No. 15 issued by the CSRC on July 31, 2020, the relevant examination requirements for how to determine whether it constitutes a major adjustment to the restructuring plan are as follows: 1. About the trading partner: if the trading partner is to be changed, In principle, it is deemed to constitute a major adjustment to the restructuring plan, but it can be deemed not to constitute a major adjustment to the restructuring plan under the following two circumstances: (1) if the trading partner is to be reduced, if the trading parties agree to exclude the trading partner and its share of the underlying assets from the restructuring plan, and after excluding the relevant underlying assets, it does not constitute a major adjustment to the restructuring plan in accordance with the following provisions on the change of the trading target; (2) If the share of the underlying assets held by the trading partner is to be adjusted, if the trading parties agree to transfer the share of the underlying assets between the trading partners, and the transfer share does not exceed 20% of the transaction price.
2. As for the subject matter of the transaction: in principle, the proposed change of the subject assets shall be deemed to constitute a major adjustment to the reorganization plan, but if the following conditions are met at the same time, it may be deemed not to constitute a major adjustment to the reorganization plan. (1) The proportion of the transaction pricing, total assets, net assets and operating income of the transaction object to be increased or reduced in the total corresponding indicators of the original object assets shall not exceed 20%; (2) The change of the underlying assets does not have a material impact on the production and operation of the transaction, including the underlying assets and business integrity.
3. With regard to the matching raised funds: the addition or adjustment of the matching raised funds shall be deemed to constitute a major adjustment to the restructuring plan. The reduction or cancellation of supporting raised funds does not constitute a major adjustment to the restructuring plan.
(II) this restructuring plan adjustment does not constitute a major adjustment
The restructuring plan does not meet the major adjustment standards of the above restructuring plan, so the restructuring plan does not constitute a major adjustment.
3、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that according to the measures for the administration of major asset restructuring of listed companies and the revised compilation of frequently asked questions and answers to laws and regulations on the supervision of listed companies, this restructuring plan does not constitute a major adjustment.
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) opinions on verification that some adjustments of this restructuring plan do not constitute major adjustments)
Financial advisor sponsor: Hong Tao, Yang Bin
Zhao Wei, Zhang Tianliang
Citic Securities Company Limited(600030) mm / DD / yyyy
