Securities code: 601619 securities abbreviation: Ningxia Jiaze Renewables Corporation Limited(601619) listing place: Shanghai Stock Exchange bond Code: 113039 bond abbreviation: Jiaze convertible bonds
Ningxia Jiaze Renewables Corporation Limited(601619)
Report on major asset purchase and related party transactions (Draft)
Counterparty mailing address
Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. room 609, No. 665, Zhangjiang Road, China (Shanghai) pilot Free Trade Zone
Ningxia Kaixian Capital Management Co., Ltd. 2201a, block 3, Huamao office building, No. 77 Jianguo Road, Chaoyang District, Beijing
Independent financial advisor
January 2002
Statement of listed company
1、 The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
2、 The company and all members of the board of directors guarantee the authenticity and rationality of the relevant data quoted in this report.
3、 The matters stated in this report do not represent the substantive judgment, confirmation or approval of the relevant examination and approval authorities on matters related to this major asset purchase.
4、 After the completion of this transaction, the company shall be responsible for the changes in the company's operation and income; The investor shall be responsible for the investment risk arising from this transaction; When evaluating the company's transaction, in addition to the report and its summary and relevant documents disclosed at the same time with the report, investors should also seriously consider the risk factors disclosed in the report.
5、 When evaluating the company's major asset purchase, investors shall carefully consider the contents of this report, relevant documents disclosed at the same time in this report and various risk factors. If investors have any questions about this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The counterparty of this major asset purchase has issued a commitment:
The company promises that it has fully disclosed all the information required for this transaction to the listed company and relevant intermediaries participating in this transaction. The company guarantees the authenticity, accuracy and completeness of the information provided, and there are no false records, misleading statements or major omissions. All signatures and seals on the documents are true, and the copies are consistent with the original. If the information provided by the company has false records, misleading statements or major omissions, resulting in losses to the listed company, the above-mentioned intermediaries or investors, the company will bear individual and joint legal liabilities according to law.
During the period of participating in this major asset restructuring, the company will timely disclose the information related to this transaction in accordance with relevant laws, regulations, rules and the relevant provisions of the CSRC and the stock exchange, and ensure the authenticity, accuracy and integrity of such information, and that such information is free from false records, misleading statements or major omissions.
Statement of relevant securities service institutions
1、 Statement of independent financial adviser
The company and the handling personnel of the company agree that the report and its abstract quote the contents of the independent financial consultant report issued by the company, and the quoted contents have been reviewed by the company and the handling personnel of the company. They confirm that the report and its abstract will not have false records, misleading statements or major omissions due to the quotation of the above contents, and are responsible for its authenticity Assume corresponding legal responsibilities for accuracy and completeness. If there are false records, misleading statements or major omissions in the application documents for this transaction, and the company fails to perform its duties diligently, it will bear joint and several liability for compensation. 2、 Statement of legal counsel
As the legal adviser of this transaction, the exchange has issued a legal opinion for the listed company. The exchange and the handling lawyer agree that the listed company shall quote the concluding opinions issued by the legal opinion of the exchange in this report, ensure that the quoted contents have been reviewed by the exchange, confirm that there will be no false records, misleading statements or major omissions due to the above contents, and bear corresponding legal liabilities for its authenticity, accuracy and completeness. 3、 Auditor's statement
The exchange and the handling certified public accountant agree that the listed company shall quote the audit report of the target enterprise and the concluding opinions of the review report for reference issued by the exchange in this report and its abstract, ensure that the quoted contents have been reviewed by the exchange and its handling personnel, and confirm that the report and its abstract will not have false records, misleading statements or major omissions due to the above contents, And bear corresponding legal responsibilities for its authenticity, accuracy and completeness. 4、 Statement of asset appraisal agency
The agency and the signing asset appraiser have read this report and its abstract, and confirm that there is no contradiction in the professional conclusion of the company on the value of partner's equity involved in Ningxia Jiaze Renewables Corporation Limited(601619) proposed acquisition of part of partner's capital contribution shares of Ningxia ningbai Industrial Investment Fund (limited partnership) (Zhonghe pingbao Zi [2021] No. ycv1090). The agency and the signing asset appraiser have no objection to the professional conclusion that the report and its abstract completely and accurately quote the value of partner's equity involved in Ningxia Jiaze Renewables Corporation Limited(601619) proposed acquisition of part of partner's capital contribution shares of Ningxia ningbai Industrial Investment Fund (limited partnership) (Zhonghe pingbao Zi [2021] No. ycv1090) issued by the company. Confirm that this report and its summary will not lead to false records, misleading statements or major omissions due to quoting the professional conclusions of asset appraisal issued by this institution, and bear corresponding legal liabilities for its authenticity, accuracy and completeness.
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 are as follows: unit: 10000 yuan
Financial indicators of target enterprises in 2020 financial indicators of Listed Companies in 2020
