China Merchants Securities Co.Ltd(600999)
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Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions
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Independent financial advisor Report
Independent financial advisor
January 2002
Statement and commitment
China Merchants Securities Co.Ltd(600999) accepted the entrustment of Ningxia Jiaze Renewables Corporation Limited(601619) to act as an independent financial adviser for Ningxia Jiaze Renewables Corporation Limited(601619) This major asset purchase and related party transactions, and prepared this report.
This report is 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 financial consulting business of mergers and acquisitions of listed companies, the stock listing rules of Shanghai stock exchange and other relevant laws and regulations, as well as the resolutions of the board of directors, relevant agreements, audit reports provided by the trading parties The asset appraisal report and the relevant records and other documents formed by the independent financial consultant in the course of work are issued after careful and due diligence in accordance with the recognized business standards, ethics, good faith and diligence spirit of the securities industry. This report aims to make an independent, objective and fair evaluation of this transaction for the reference of Ningxia Jiaze Renewables Corporation Limited(601619) all shareholders and relevant parties: I. The independent financial adviser makes the following statement
1. The independent financial advisor has no other interest relationship with Ningxia Jiaze Renewables Corporation Limited(601619) and its trading parties, and the relevant opinions expressed on this exchange are completely independent.
2. The documents and materials on which this verification opinion is based are provided by Ningxia Jiaze Renewables Corporation Limited(601619) and its counterparty. Ningxia Jiaze Renewables Corporation Limited(601619) and its counterparties guarantee that the information provided by them is true, accurate and complete without false records, misleading statements or major omissions, and are responsible for the authenticity, accuracy and integrity of the information provided.
3. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and its counterparties.
4. The fact that the independent financial consultant is very important for issuing opinions and cannot obtain independent evidence support or needs professional knowledge such as law, audit and evaluation to identify, is mainly judged based on the opinions, statements and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions and other relevant units.
5. The independent financial advisor reminds investors that the independent financial advisor's report aims to make an objective and fair evaluation of the transaction, and does not constitute any investment suggestions for Ningxia Jiaze Renewables Corporation Limited(601619) shares, and the risks arising from any investment decisions made by those investing in Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and connected transaction report (Draft) based on the independent financial advisor's report, The independent financial advisor assumes no responsibility.
6. The independent financial adviser specially invites the majority of investors to carefully read the announcement on the transaction issued by the Ningxia Jiaze Renewables Corporation Limited(601619) board of directors and relevant audit reports, evaluation reports and other relevant materials. 2、 The independent financial advisor hereby makes the following commitments
1. Has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty;
2. Have fully verified the documents disclosed by the listed company and the counterparty, and are sure that the content and format of the disclosed documents meet the requirements;
3. There are sufficient reasons to believe that the major asset restructuring plan entrusted by the listed company to the financial consultant to issue opinions complies with laws, regulations and relevant provisions of the CSRC and the stock exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions;
4. Professional opinions on this major asset restructuring have been submitted to the independent financial advisor's core institution for review, and the core institution agrees to issue such professional opinions;
5. During the period from contact with the listed company to acting as an independent financial adviser, strict confidentiality measures have been taken, risk control and internal isolation system have been strictly implemented, and there are no problems of insider trading, market manipulation and securities fraud.
Tips on major events
Remind investors to carefully read the full text of this report and pay special attention to the following matters:
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" of this report. 1、 Summary of this transaction scheme (I) overview of this transaction scheme
In this transaction, the listed company plans to purchase 22.7009% limited partnership share of ningbai fund held by Shanghai Gas Investment by paying cash; Meanwhile, Hainan Kaixian, the holding subsidiary of the listed company, plans to purchase 0.0463% of the general partnership share of ningbai fund held by Ningxia Kaixian by paying cash.
Within 12 months before the transaction, the listed company has purchased 7.9449% partnership share of ningbai fund held by Zhejiang sunneng in June 2021 through cash payment; In October 2021, it purchased 39.9115% of the partnership share of ningbai fund held by guochuang ningbai. Prior to this transaction, the listed company had held 77.2528% of the partnership share of ningbai fund; After the completion of this transaction, Hainan Kaixian will become the general partner of ningbai fund, and the listed company will hold or control 100.00% of the total partnership share of ningbai fund and obtain the control right of ningbai fund. (II) listing of the target enterprise
Since December 2, 2021, Shanghai gas investment has released the disclosure information of property right transfer in Shanghai equity custody trading center, publicly listed and transferred 22.7009% partnership share of ningbai fund, and the formal disclosure time is 5 working days.
On December 9, 2021, the listed company won 22.7009% of the partnership share of the above ningbai fund on the private equity and venture capital share transfer platform of Shanghai equity custody and trading center.
2、 Appraisal value and pricing of the underlying assets of this transaction
In this transaction, the transaction price of the underlying asset is based on the evaluation report issued by the asset evaluation institution in accordance with the provisions of the securities law, which shall be determined by both parties through negotiation.
According to the asset appraisal report issued by Zhonghe appraisal, taking June 30, 2021 as the appraisal base date, the appraisal value of all partner interests of ningbai fund is 2698.3066 million yuan, which is 687.7369 million yuan higher than the audited book value of partner interests of ningbai fund, and the appraisal appreciation rate is 34.21%. The appraisal value of 22.7009% partnership share to be transferred by Shanghai gas investment is 612538500 yuan, and the appraisal value of 0.0463% partnership share to be transferred by Ningxia Kaixian is 1249300 yuan.
Referring to the above evaluation results, the transaction price of the limited partnership shares to be transferred by Shanghai gas investment is determined to be RMB 598.62 million, which is also the listing price of Shanghai gas investment in Shanghai equity custody trading center; Ningxia Kaixian plans to transfer the shares of the general partnership, and the transaction price is determined to be RMB 1.25 million through negotiation between the two parties. 3、 Arrangement for prepayment of performance income margin in this transaction
According to the original partnership agreement, as the general partner of ningbai fund, Ningxia Kaixian has the right to form distributable income from the disposal and withdrawal of ningbai fund investment projects, and obtain performance income after returning the cost to the limited partners according to 100% of the total paid in capital contribution and distributing the priority return according to 8% of the simple interest per year.
The upper limit of performance income distribution ratio is 20%.
After the completion of this transaction, the general partner of ningbai fund was changed from Ningxia Kaixian to Hainan Kaixian, a subsidiary of the listed company. However, since the invested projects of ningbai fund have not been disposed of, the conditions for performance income distribution have not been met. In order to ensure that Kaixian capital can obtain the above performance income of ningbai fund in time and in full, when signing the general partnership share transfer agreement and the new partnership agreement, the listed company and Ningxia Kaixian and other parties have specially agreed on the distribution of performance income. All parties will respect the agreement and arrangement on the distribution of performance income in the original partnership agreement, To ensure the acquisition of the existing income of Kaixian capital, ningbai fund shall distribute the performance income to Kaixian capital or its designated third party according to the proportion of 20% after the disposal and withdrawal of the invested projects are completed, the distributable income is formed, the cost is returned to the limited partners and the priority return is distributed.
In this transaction, in order to ensure the payment of follow-up performance income, ningbai fund plans to pay a deposit of 350 million yuan to Kaixian capital or its designated third party in advance. After all the existing investment projects of ningbai fund are disposed and withdrawn, all parties shall calculate and confirm the actual performance income. If the performance income is greater than the margin, the difference shall be further paid by ningbai fund to Kaixian capital; If the performance income is less than the margin, the difference shall be returned by Kaixian capital to ningbai fund. 4、 This transaction constitutes a connected transaction
There is no relationship between the counterparty's Shanghai gas investment and the listed company.
Ningxia Kaixian, the counterparty of this transaction, is a wholly-owned subsidiary of Kaixian capital. Zheng Xiaochen, the director of the company, served as the general manager of the new energy division of Kaixian capital from April 2018 to December 2021 (he has resigned as of the signing date of this report), and as a director of the listed company since October 2021, which belongs to the situation specified in article 6.3.3 of the listing rules, Ningxia Kaixian is an affiliated legal person of a listed company.
Therefore, this transaction constitutes a connected transaction. 5、 This transaction constitutes a major asset restructuring
According to the provisions of the reorganization measures and the opinions on the application of securities and futures laws No. 12, if a listed company purchases or sells the same or related assets continuously within 12 months, when judging whether it constitutes a major asset reorganization, the corresponding financial indicators shall be calculated based on its cumulative number. When calculating the corresponding indicators, the total assets at the end of the period, the net assets at the end of the period and the operating income of the current period of the audited consolidated financial accounting report of the listed company in the most recent fiscal year at the time of the first transaction shall be taken as the denominator.
The details of the listed company's purchase of the target enterprise partnership shares and the purchase of the target enterprise partnership shares within 12 months before the reorganization are as follows:
Unit: 10000 yuan
No. the transaction amount on the date of the meeting of the board of directors corresponds to the proportion of the partnership enterprise's paid in counterpart's business share and capital
First transfer of 22000.00 7.9449% 17149 Zhejiang sunneng Park fund shares of Ning on June 9, 2021
Second transfer of 86149 shares of guochuang ningbaibai fund 112471.00 39.9115% on September 18, 2021
59862.00 22.7009% 49000 Shanghai gas investment this transaction January 17, 2022
125.00 0.0463% 100 Ningxia open chord 1
Note 1: the partnership shares held by Ningxia Kaixian to be acquired in this transaction are general partnership shares.
The purchase of partnership shares of the target enterprise by the above listed company within 12 months shall be calculated together when calculating whether the transaction constitutes a major asset reorganization.
In addition, according to the reorganization measures, if the listed company obtains the controlling right of the invested enterprise due to the purchase of equity, its total assets shall be subject to the higher of the total assets and transaction amount of the invested enterprise, the operating income shall be subject to the operating income of the invested enterprise, and the net assets shall be subject to the higher of the net assets and transaction amount of the invested enterprise. After the completion of this transaction, the listed company will hold or control 100% of the partnership share of the target enterprise and obtain the control right of the target enterprise. Therefore, when calculating whether this transaction constitutes a major asset reorganization, the corresponding financial indicators and transaction amount of the target enterprise shall prevail.
According to the audited financial report, the relevant financial indicators of the target enterprise in 2020 and the proportion of the relevant financial indicators in 2020 to the relevant financial indicators in the latest year of the first transaction of the listed company, that is, 2020, are as follows: unit: 10000 yuan
Financial indicators of target enterprises in 2020 proportion of financial indicators of Listed Companies in 2020
Total assets 1 678064.18 1222881.14 55.49%
Net assets 1 215381.69 366401.18 69.45%
Operating income 22886.05 101165.93 22.62%
Note 1: in the 12 months before this transaction, the total transaction amount of the listed company's purchase of the partnership share of the target enterprise is 1344.71 million yuan. The estimated price of this transaction is 599.87 million yuan, totaling 1944.58 million yuan, which is lower than the total assets of the target enterprise in 2020 of 6780.6418 million yuan and net assets of 2153.8169 million yuan. Therefore, when comparing total assets with net assets, the total assets and net assets of the target enterprise shall prevail.
According to the above calculation results, the total assets and net assets of the target enterprise in 2020 account for more than 50% of the corresponding financial indicators of the listed company in 2020. Therefore, this transaction constitutes a major asset restructuring. 6、 This transaction will not lead to the change of the actual control right of the listed company
As of September 30, 2021, Chen Bo, the actual controller of the company, directly held 26.7468 million shares of the company, accounting for 1.11%;
