Ningxia Jiaze Renewables Corporation Limited(601619) independent director
Independent opinions on relevant proposals of the sixth session of the third board of directors
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as “the company”) held the sixth meeting of the third board of directors on January 17, 2022. As an independent director of the company, we carefully reviewed the relevant meeting materials, In accordance with the measures for the administration of major asset restructuring of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations and normative documents, as well as the articles of association and the working system of independent directors, the following independent opinions are hereby expressed on the relevant proposals of the sixth session of the third board of directors:
1、 In this transaction, 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. (hereinafter referred to as “Hainan Kaixian”), 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. Through this transaction, Hainan Kaixian will become the general partner of ningbai fund, and the company will hold 100% of the total partnership share of ningbai fund and obtain the control right of ningbai fund.
This transaction and the relevant agreements signed by all parties comply with the provisions of relevant laws, regulations and normative documents such as 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 provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and have the substantive conditions for major asset restructuring.
2、 The relevant proposals of this transaction were deliberated and adopted at the 6th meeting of the 3rd board of directors of the company. The convening, convening and voting procedures and methods of the board meeting of the company comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association.
3、 Ningxia Kaixian, the counterparty, is a wholly-owned subsidiary of Kaixian Capital Management Co., Ltd. (hereinafter referred to as “Kaixian capital”), and Zheng Xiaochen, the director of the company, served as the general manager of new energy division in Kaixian capital from April 2018 to December 2021. According to article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Ningxia Kaixian is a related party of the company. In this major asset purchase, the transaction that Hainan Kaixian, a subsidiary of the company, purchased 0.0463% of the partnership share of ningbai fund from Ningxia Kaixian constitutes a related party transaction.
Hou Guanghuan, a director of the company, served as the deputy general manager of Centennial Insurance Asset Management Co., Ltd. and Zhang Liguo, a director of the company, served as the compliance director of Centennial Insurance Asset Management Co., Ltd, Centennial Life Insurance Co., Ltd., the controlling shareholder of Centennial Insurance Asset Management Co., Ltd., indirectly invests in the limited partnership share of Ningxia Bitai investment partnership (limited partnership) (holding more than Ningxia Jiaze Renewables Corporation Limited(601619) 5% shares) through investment in Shanghai Qitai Investment Center (limited partnership), The executive partner of Ningxia Bitai investment partnership (limited partnership) is the counterparty Ningxia Kaixian, and Ningxia Bitai investment partnership (limited partnership) is an enterprise controlled by Ningxia Kaixian. Based on the above circumstances, Zheng Xiaochen, Hou Guanghuan and Zhang Liguo are related directors of this major asset purchase transaction. Related directors Zheng Xiaochen, Hou Guanghuan and Zhang Liguo avoided voting on relevant proposals. We believe that the review procedure of related party transactions is legal and compliant, the pricing principle of related party transactions is fair, and does not harm the interests of minority shareholders.
IV The company has complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of major asset restructuring of listed companies and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies Relevant laws, regulations, normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies and the articles of association have performed the necessary legal procedures for matters related to this major asset purchase at this stage, which are complete, compliant and effective; The legal documents submitted by the company are legal and valid.
5、 The transaction price is based on the appraisal results of Zhonghe Asset Appraisal Co., Ltd. on the partner interests of ningbai fund, and is determined by both parties through negotiation. The 22.7009% partnership share of ningbai fund purchased by the company from Shanghai gas investment is obtained through the private equity and venture capital share transfer platform of Shanghai equity custody and trading center, and the corresponding state-owned asset evaluation and evaluation filing procedures have been performed. The transaction price is fairly priced, and there is no case that damages the interests of listed companies and shareholders, especially minority shareholders.
6、 Independent opinions on the evaluation of this transaction
Zhonghe Asset Appraisal Co., Ltd., the asset appraisal institution of this transaction, is an asset appraisal institution in compliance with the securities law of the people’s Republic of China, and its own and handling appraisers have no affiliated relationship with the company, the counterparty and the target enterprise; There are no actual and expected interests or conflicts other than professional fees, and they have the independence to conduct the evaluation related to this transaction.
The appraisal assumptions and premises set by the above appraisal institutions and appraisers comply with relevant national laws and regulations, implement and follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions and premises are reasonable.
The purpose of this appraisal is to provide a reasonable reference basis for the transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; During the appraisal process, the appraisal institution has implemented corresponding appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the underlying assets of this transaction, and the selected reference data and materials are reliable; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, and the correlation between evaluation methods and evaluation purposes is consistent.
The appraisal value analysis principle, adopted model and other important appraisal parameters are in line with the actual situation of the enterprise under the transaction, and the appraisal basis and conclusion are reasonable. The final transaction price of the target enterprise under this transaction is determined on the basis of the evaluation results. The pricing is fair and does not damage the interests of the company and other shareholders, especially minority shareholders.
7、 Since this transaction still needs to be inquired by Shanghai Stock Exchange and complete the anti-monopoly review procedures of business concentration stipulated by laws and regulations, we agree that the board of directors will not hold the general meeting of shareholders after considering the matters related to this transaction. After the preparation of relevant work and matters, the board of directors of the company shall issue a separate notice of convening the general meeting of shareholders.
8、 This transaction is conducive to further enhance the company’s comprehensive competitiveness, improve the company’s asset quality and enhance sustainable profitability, which is in line with the company’s long-term development and the interests of all shareholders of the company. This transaction is fair and reasonable to the company and all shareholders, and does not damage the interests of the company and shareholders, especially minority shareholders.
In conclusion, we agree with the company’s transaction plan and agree to submit the proposals related to the transaction to the company’s general meeting for deliberation.
Ningxia Jiaze Renewables Corporation Limited(601619)
Independent director: Zhang Wenliang, Zong Wenlong, Liu Xiangyang January 18, 2002
