China Merchants Securities Co.Ltd(600999)
Letter of commitment issued on the basis of full due diligence and approval
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “the independent financial adviser”) served as an independent financial adviser for Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as ” Ningxia Jiaze Renewables Corporation Limited(601619) ” or “the listed company”) major asset purchase and related party transactions (hereinafter referred to as “the transaction” or “the reorganization”). The independent financial adviser is honest, trustworthy, diligent and conscientious, and has earnestly fulfilled his due diligence obligations in strict accordance with the relevant requirements of 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 the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, The independent financial consultant has carefully verified the relevant declaration and disclosure documents of the listed company and issued the verification opinions of the independent financial consultant. The independent financial consultant guarantees the authenticity, accuracy and completeness of the professional opinions issued.
China Merchants Securities Co.Ltd(600999) make the following commitments on the basis of full due diligence and approval:
1. The independent financial advisor has no other interest relationship with the trading parties involved in the exchange of the listed company, and the relevant opinions expressed on the exchange are completely independent.
2. The information on which the independent financial adviser’s opinion is based is provided by the trading parties involved in the exchange. All trading parties have issued commitments to ensure the authenticity, accuracy and integrity of the information provided, and there are no false records, misleading statements or major omissions, and are responsible for the authenticity, accuracy and completeness of the information provided Accuracy and completeness shall bear individual and joint legal liabilities. The independent financial advisor shall not bear any risk liability arising therefrom.
3. The independent financial advisor has performed due diligence obligations 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 that has signed the agreement.
4. The independent financial adviser has fully verified the documents of this transaction disclosed by the listed company and the counterparty who has signed the agreement, and is sure that the content and format of the disclosed documents meet the requirements.
5. The independent financial adviser has sufficient reasons to believe that the restructuring plan issued by the listed company complies with laws, regulations and relevant provisions of CSRC and Shanghai Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
6. The independent financial advisor’s professional opinions on the transaction have been submitted to the independent financial advisor’s core institution for review, and the core institution agrees to issue such professional opinions.
7. The independent financial advisor has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
8. The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the professional opinions such as the independent financial adviser’s verification opinions and make any explanation or explanation for the professional opinions such as the independent financial adviser’s verification opinions.
The independent financial adviser specially requests all shareholders and investors of the listed company to carefully read the relevant announcements disclosed on this transaction and consult the relevant documents.
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Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions
