Securities code: 601619 securities abbreviation: Ningxia Jiaze Renewables Corporation Limited(601619) Announcement No.: 2022-004 bond Code: 113039 bond abbreviation: Jiaze convertible bonds
Ningxia Jiaze Renewables Corporation Limited(601619)
Announcement on the resolutions of the sixth session of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Convening of board meeting
The sixth session of the third session of the board of directors of Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as the “company” or ” Ningxia Jiaze Renewables Corporation Limited(601619) ” or “listed company”) was held on January 17, 2022 by means of on-site and communication voting. The company sent the notice of the board meeting to the directors, supervisors and senior executives by e-mail on January 10, 2022; 9 directors should be present at this meeting, and 9 actually present. The meeting was presided over by Mr. Chen Bo, chairman of the board. The supervisors and senior executives of the company attended the board of directors as nonvoting delegates. This board meeting complies with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
(I) proposal on this major asset purchase and related party transaction meeting the conditions specified in relevant laws and regulations;
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the measures for the Administration of restructuring), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws According to the relevant provisions of laws, regulations and normative documents, after the company’s careful self-examination and demonstration of the actual situation and relevant matters, it is considered that the company’s major asset purchase and related party transaction meets the conditions specified in relevant laws, regulations and normative documents. Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
This proposal needs to be reviewed and approved by the general meeting of shareholders.
(II) the proposal on this major asset purchase and related party transactions was deliberated and adopted item by item;
In accordance with the relevant provisions of the securities law, the reorganization management measures and other laws and regulations, and in combination with Ningxia Jiaze Renewables Corporation Limited(601619) its own actual situation and development needs, the company has formulated the following plan for this major asset purchase and related party transaction:
1. This transaction plan
(1) Overview of the transaction scheme
In this transaction, the listed company intends to purchase 22.7009% of the partnership share of Ningxia ningbai Industrial Investment Fund (limited partnership) (hereinafter referred to as “ningbai fund” or “partnership”) held by Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. (hereinafter referred to as “Shanghai gas investment”) by paying cash; Meanwhile, Hainan Kaixian Private Equity Fund Management Co., Ltd. (hereinafter referred to as “Hainan Kaixian”), the holding subsidiary of the listed company, plans to purchase 0.0463% of the partnership share of ningbai fund held by Ningxia Kaixian Capital Management Co., Ltd. (hereinafter referred to as “Ningxia Kaixian”) by paying cash.
Within 12 months before the transaction, the listed company has purchased 7.9449% of the partnership share of ningbai fund held by Zhejiang sunneng Technology Co., Ltd. in June 2021 by paying cash; In October 2021, it purchased 39.9115% of the partnership share of ningbai fund held by guochuang ningbai equity investment partnership (limited partnership) in Suzhou Industrial Park. 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% of the total partnership share of ningbai fund and obtain the control right of ningbai fund.
(2) Information related to the listing of the underlying assets
Since December 2, 2021, Shanghai gas investment has released the disclosure information of property right transfer on the private equity and venture capital share transfer platform of Shanghai equity custody trading center, and publicly listed to transfer 22.7009% of the partnership share of ningbai fund. 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. Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
2. Counterparty and underlying assets
The counterparties of this transaction are Shanghai gas investment and Ningxia Kaixian.
The underlying assets of this transaction are 22.7009% partnership share of ningbai fund held by Shanghai gas investment and 0.0463% partnership share of ningbai fund held by Ningxia Kaixian.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
3. Pricing principle and transaction price of this transaction
According to the share transfer contract on Ningxia ningbai Industrial Investment Fund (limited partnership) signed by the listed company and Shanghai Gas Investment (hereinafter referred to as “limited partnership share transfer agreement”) and the general partnership share transfer agreement on Ningxia ningbai Industrial Investment Fund (limited partnership) signed by Hainan Kaixian and relevant counterparties (hereinafter referred to as“ “General partnership share transfer agreement”), 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 and determined by both parties through negotiation.
According to the asset appraisal report on the value of partner’s equity involved in Ningxia Jiaze Renewables Corporation Limited(601619) proposed acquisition of part of the partner’s capital contribution shares of Ningxia ningbai Industrial Investment Fund (limited partnership) issued by Zhonghe Assets Appraisal Co., Ltd., the appraisal value of all partner’s equity of ningbai fund is 2698.3006 million yuan on June 30, 2021, Compared with the audited book value of partner’s equity of ningbai fund was 2010563700 yuan, with an increase of 687736900 yuan and an estimated appreciation rate of 34.21%. The corresponding appraisal value of 22.7009% partnership share to be transferred by Shanghai gas investment is 612538500 yuan, and the corresponding appraisal value of 0.0463% partnership share to be transferred by Ningxia Kaixian is 1249300 yuan.
Referring to the above evaluation results and through consensus of all parties, the transaction price of the limited partnership shares to be transferred by Shanghai gas investment is determined as 598.62 million yuan, 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 as 1.25 million yuan.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
4. Transaction mode and capital source
The consideration of this transaction shall be paid by the listed company and Hainan Kaixian to the counterparty in cash.
The listed company and Hainan Kaixian will raise the funds required for the transaction price through self owned funds and self raised funds, and pay according to the agreement with the counterparty and the transaction progress.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
5. Attribution of profit and loss during the transition period of the underlying asset
The profit and loss attribution of the subject asset during the transition period is clearly stipulated in the limited partnership share transfer agreement and the general partnership share transfer agreement. The profits and losses of the underlying assets during the transition period shall be enjoyed or borne by the listed company and Hainan Kaixian.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
6. Delivery of underlying assets
(1) According to the limited partnership share transfer agreement, the delivery arrangement of the subject limited partnership share is: within 5 working days after Shanghai gas investment receives the transaction price under Article 3.1 of the limited partnership share transfer agreement, both parties shall jointly cooperate with ningbai fund to handle the industrial and commercial change registration procedures related to the subject limited partnership share transfer Other necessary notification and change procedures and other relevant agreements with relevant third parties (if necessary).
(2) According to the general partnership share transfer agreement, the delivery arrangement of the subject general partnership share is that ningbai fund shall handle the industrial and commercial change registration of the subject general partnership share transfer within 5 working days after Hainan Kaixian pays the transfer price.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
7. Liability for breach of contract
The liability for breach of contract of both parties to the transfer is clearly stipulated in the limited partnership share transfer agreement and the general partnership share transfer agreement. For details, see “section VI main contents of this transaction contract” in the report on Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions (Draft).
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
8. Arrangement for prepayment of performance income margin in this transaction
According to the original partnership agreement of Ningxia ningbai Industrial Investment Fund (limited partnership), as the general partner of ningbai fund, Ningxia Kaixian has the right to form distributable income after 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 Management Co., Ltd. (hereinafter referred to as “Kaixian capital”) can obtain the above performance income of ningbai fund in time and in full, the listed company and Ningxia Kaixian and other parties specially agreed on the distribution of performance income when signing the general partnership share transfer agreement and the new Ningxia ningbai Industrial Investment Fund (limited partnership) partnership agreement, All parties will respect the agreement and arrangement on performance income distribution in the original partnership agreement of Ningxia ningbai Industrial Investment Fund (limited partnership) to ensure the acquisition of existing income of Kaixian capital. Ningbai fund shall form distributable income after the disposal and withdrawal of invested projects, return costs to limited partners and distribute priority returns, Distribute performance gains to Kaixian capital or its designated third party at a proportion of 20%.
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.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
9. Validity of resolution
The resolution of the general meeting of shareholders on this transaction shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders. The proposal needs to be voted separately and submitted to the general meeting of shareholders of the company for deliberation after passing the vote.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
This proposal needs to be reviewed and approved by the general meeting of shareholders.
(III) proposal on and its summary;
In accordance with the requirements of the company law, the securities law, the reorganization management measures and other relevant laws and regulations, and in combination with the actual situation, the company has prepared the report on Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions (Draft) and its abstract. For details, see the report on Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions (Draft) and its abstract disclosed on January 18, 2022.
Voting results: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo avoided voting, the non related directors attended the meeting considered and adopted the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
This proposal needs to be reviewed and approved by the general meeting of shareholders.
(IV) proposal on signing the general partnership share transfer agreement of Ningxia ningbai Industrial Investment Fund (limited partnership) with effective conditions, the share transfer contract of Ningxia ningbai Industrial Investment Fund (limited partnership) and the partnership agreement of Ningxia ningbai Industrial Investment Fund (limited partnership); In order to clarify the rights and obligations of all parties involved in this major asset purchase and related party transaction, the company Hainan Kaixian, the holding subsidiary of the company, and the counterparty intend to sign the general partnership share transfer agreement of Ningxia ningbai Industrial Investment Fund (limited partnership), the share transfer contract of Ningxia ningbai Industrial Investment Fund (limited partnership) and the partnership agreement of Ningxia ningbai Industrial Investment Fund (limited partnership), which take effect with conditions The pricing principle, payment of transaction price, delivery conditions and arrangements, representations and warranties, effectiveness, change and cancellation of the agreement, liability for breach of contract, applicable laws and dispute resolution, etc.
For details, see “section VI main contents of this transaction contract” in the report on Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions (Draft) disclosed on January 18, 2022.
Voting result: after the related directors Mr. Zheng Xiaochen, Mr. Hou Guanghuan and Mr. Zhang Liguo withdrew from voting, the meeting was not held
