Ningxia Jiaze Renewables Corporation Limited(601619) board of directors
On the completeness and compliance of legal procedures for the performance of this reorganization
And the validity of the legal documents submitted
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as “the company” or “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”) 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., 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 (hereinafter referred to as “this restructuring”). According to the measures for the administration of major asset restructuring of listed companies and relevant regulations, this restructuring constitutes major asset purchase and related party transactions.
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 information disclosure of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations According to the relevant provisions of the normative documents and the articles of association, the board of directors of the company explains the completeness and compliance of the legal procedures performed by the company for this reorganization and the effectiveness of the legal documents submitted as follows:
1、 Notes on the completeness and compliance of legal procedures for the performance of this reorganization
(I) the company has taken necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information during the preliminary consultation with the counterparties of this reorganization, Shanghai gas investment and Ningxia Kaixian.
(II) in accordance with the relevant provisions of Shanghai Stock Exchange, the company has completed the registration of trading process memorandum and insider information, and submitted relevant materials.
(III) the company has hired independent financial advisers, legal advisers, audit institutions, asset appraisal institutions and other intermediaries, signed confidentiality agreements with them, fully demonstrated the restructuring plan, communicated with the counterparties of the restructuring, and formed a preliminary plan for the restructuring.
(IV) before the meeting of the board of directors of the company to consider the reorganization, the independent directors of the company carefully reviewed the relevant documents of the reorganization, recognized the reorganization, agreed to submit the reorganization to the board of directors for deliberation and expressed independent opinions.
(V) on January 17, 2022, the sixth session of the third session of the board of directors of the company considered and approved the relevant proposals of the reorganization, and the independent directors expressed independent opinions on the reorganization. On the same day, the company signed the share transfer contract on Ningxia ningbai Industrial Investment Fund (limited partnership) with Shanghai gas investment and the general partnership share transfer agreement on Ningxia ningbai Industrial Investment Fund (limited partnership) with Ningxia Kaixian.
(VI) according to the requirements of current laws and regulations, the review procedures to be obtained for this reorganization include but are not limited to:
1. The shareholders’ meeting of the listed company deliberated and approved the relevant proposals of the transaction;
2. Review the concentration of business operators involved in this reorganization by the state Anti Monopoly Bureau;
3. Other approvals or approvals that may be involved as required by relevant laws and regulations.
To sum up, the company has performed the necessary legal procedures for matters related to this reorganization in accordance with relevant laws and regulations, normative documents and the articles of association, and the performed procedures are complete, compliant and effective.
2、 Notes on the validity of legal documents submitted
In accordance with the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies and other relevant laws and regulations, normative documents and the articles of association, The board of directors and all directors of the company make the following statements and guarantees on the relevant legal documents submitted for this reorganization: the legal documents submitted by the company for this reorganization do not contain false records, misleading statements or major omissions, and the board of directors and all directors of the company shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the above documents.
To sum up, the board of directors of the company believes that the legal procedures performed by the company for this reorganization are complete, comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted by the company for this reorganization are legal and valid.
It is hereby explained.
Ningxia Jiaze Renewables Corporation Limited(601619)
Board of directors
January 18, 2002
