China Merchants Securities Co.Ltd(600999)
About Ningxia Jiaze Renewables Corporation Limited(601619)
Verification opinions on the purchase and sale of assets within 12 months before the major asset restructuring
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. by paying cash. (hereinafter referred to as "this transaction" and "this reorganization")
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the restructuring measures): "If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amounts shall be calculated respectively based on the accumulated amounts. The asset transactions that have prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period of major asset restructuring specified in paragraph 1 of Article 13 of these measures by the CSRC If the limits and scope are otherwise specified, such provisions shall prevail. "
Within 12 months before the meeting of the board of directors to consider the reorganization, the company purchased and sold assets as follows:
1、 Transfer all equity of Xinjiang Jiaze Power Generation Co., Ltd., a wholly-owned subsidiary
The 22nd session of the second board of directors held on June 9, 2021 and the first extraordinary general meeting of shareholders held on June 25, 2021 considered and approved the proposal on transferring all equity of Xinjiang Jiaze Power Generation Co., Ltd., a wholly-owned subsidiary of the company, It is agreed to transfer 100% equity of Xinjiang Jiaze Power Generation Co., Ltd., a first-class wholly-owned subsidiary of the company, to CPI Xinjiang energy and chemical group Hami Co., Ltd. with RMB 488617300.
2、 Transferee of ningbai fund partnership shares held by Zhejiang sunneng Technology Co., Ltd
The 22nd session of the second board of directors held on June 9, 2021 and the first extraordinary general meeting of shareholders held on June 25, 2021 considered and approved the proposal on the transfer of all partnership shares of Ningxia ningbai Industrial Investment Fund (limited partnership) held by Zhejiang sunneng Technology Co., Ltd, It is agreed that the company will transfer 7.9449% of the partnership share of ningbai fund held by Zhejiang sunneng Technology Co., Ltd. with its own capital of RMB 22 million, and the corresponding paid in capital contribution is RMB 171.49 million.
3、 Transfer all equity of first-class wholly-owned subsidiaries Ningxia Kaiyang new energy Co., Ltd. and Ningxia Boyang new energy Co., Ltd
The 23rd session of the second board of directors held on July 19, 2021 and the second extraordinary general meeting of shareholders held on August 4, 2021 deliberated and adopted the proposal on transferring all the equity of first-class wholly-owned subsidiaries Ningxia Kaiyang new energy Co., Ltd. and Ningxia Boyang new energy Co., Ltd, It is agreed to transfer 100% equity of the company's first-class wholly-owned subsidiaries Ningxia Kaiyang new energy Co., Ltd. and Ningxia Boyang new energy Co., Ltd. to Beijing Jingneng clean energy power Co., Ltd. with RMB 380.64 million and RMB 107.24 million. 4、 Transfer the partnership share of ningbai fund held by guochuang ningbai equity investment partnership (limited partnership) in Suzhou Industrial Park
The 26th session of the second board of directors held on September 18, 2021 and the third extraordinary general meeting of shareholders held on October 8, 2021 considered and approved the proposal on the transfer of the partnership share of Ningxia ningbai Industrial Investment Fund (limited partnership) held by guochuang ningbai equity investment partnership (limited partnership) in Suzhou Industrial Park, It is agreed that the company will transfer 39.9115% of the partnership share of ningbai fund held by guochuang ningbai equity investment partnership (limited partnership) in Suzhou Industrial Park with its own capital of RMB 1124.71 million, and the corresponding paid in capital contribution is RMB 861.49 million.
The second and fourth transactions mentioned above and the reorganization are transactions on the same or related assets within 12 months. According to the relevant provisions of the reorganization measures, the above transactions are included in the scope of cumulative calculation.
In addition to the above transactions, the company did not purchase or sell the same or related assets as the reorganization within 12 months before the major asset reorganization.
It is hereby explained.
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