Ningxia Jiaze Renewables Corporation Limited(601619) board of directors
Explanation on the conformity of this reorganization with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as “the 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 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 reorganization”). Prior to this restructuring, the company held 77.2528% of the partnership share of ningbai fund; After the completion of this restructuring, the company will hold or control 100.00% of the total partnership share of ningbai fund and obtain the control right of ningbai fund.
According to the requirements of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, the board of directors of the company has carefully analyzed whether the reorganization complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, and believes that:
1、 The subject assets of this reorganization are limited partnership shares, and do not involve project initiation, environmental assessment, industry access, land use, planning, construction and other related matters for approval; The decision-making and approval procedures to be performed in this restructuring have been disclosed in the report on Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions (Draft), and special tips have been made on the risks that may not be approved.
2、 The underlying assets of this transaction are 0.0463% partnership share of ningbai fund held by Ningxia Kaixian and 22.7009% partnership share of ningbai fund held by Shanghai gas investment. The counterparties Ningxia Kaixian and Shanghai gas investment legally own the complete ownership of the underlying assets, and there are no situations such as false capital contribution or affecting the legal existence of the partnership; Under the condition that all parties can strictly perform the relevant transaction agreements, there is no legal obstacle to the transfer of the underlying assets.
3、 Before this transaction, the company’s assets were complete and remained independent in terms of personnel, procurement, production, sales and intellectual property rights. After the completion of this restructuring, the company will hold or control 100.00% of the total partnership share of ningbai fund and obtain the control right of ningbai fund. Ningbai fund has complete assets and owns various assets related to operation. This reorganization will not affect the independence of the company in business, assets, finance, personnel, institutions, etc.
4、 This restructuring is conducive to improving the company’s financial situation, enhancing its sustainable profitability and enhancing its anti risk ability; This restructuring is not expected to add related party transactions or horizontal competition that have a significant adverse impact on the company, nor will it have a significant adverse impact on the independence of the company.
In conclusion, the board of directors of the company believes that this reorganization complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies.
It is hereby explained.
Ningxia Jiaze Renewables Corporation Limited(601619)
Board of directors
January 18, 2002
