Ningxia Jiaze Renewables Corporation Limited(601619) board of directors
Explanation on the conformity of this reorganization with the provisions of Article 11 of the measures for the administration of major asset reorganization of listed companies
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as the “company” or “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. by means of cash payment; 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 “this restructuring”) by paying cash.
The board of directors of the company has carefully analyzed whether the reorganization complies with the provisions of Article 11 of the measures for the administration of major asset reorganization of listed companies. The board of directors of the company believes that:
1、 The reorganization complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management and antitrust.
2、 After the completion of this restructuring, the company will not fail to meet the conditions for stock listing.
3、 The asset pricing involved in this restructuring is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders.
4、 The ownership of assets involved in this reorganization is clear, there are no legal obstacles to asset transfer or transfer, and the treatment of relevant creditor’s rights and debts is legal.
5、 This reorganization is conducive to enhancing the company’s ability to continue operation, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization.
6、 This reorganization is conducive to the company’s continued independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of the company.
7、 This reorganization will help the company maintain a sound and effective corporate governance structure.
To sum up, the board of directors of the company believes that the reorganization complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
Ningxia Jiaze Renewables Corporation Limited(601619) board of directors
January 18, 2002
