China Merchants Securities Co.Ltd(600999)
Verification opinions of independent financial advisor on Ningxia Jiaze Renewables Corporation Limited(601619) industrial policies and transaction types of this transaction
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")
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) ") serves as the independent financial adviser of the listed company for this reorganization. This special verification opinion is hereby issued on relevant matters in accordance with the requirements of the implementation plan of the merger and reorganization review channel system of China Securities Regulatory Commission and the circular on cooperating with the work related to the merger and reorganization review channel system of Shanghai Stock Exchange.
I Whether the industries or enterprises involved in this reorganization belong to the "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology, and "High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " added in the questions and answers on the industrial policy requirements of "Exemption / fast track" of M & A Review and separation system (October 19, 2018) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council
Before the completion of this transaction, the main business of the listed company is the development, investment, construction, operation and management of new energy power. The target enterprise purchased in this transaction is mainly engaged in the development and operation of wind power generation and photovoltaic power generation through its subordinate project companies. After this transaction, the operation scale of wind power and photovoltaic power plants of listed companies has been further expanded, and the main business has not changed.
The business belongs to "power and heat production and supply industry", and the assets injected in this transaction belong to "power and heat production and supply industry". Listed companies and target enterprises are not "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology; However, both the listed companies and the target enterprises belong to the "high-end CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " newly added in the questions and answers on the industrial policy requirements of "Exemption / fast track" of M & A and reorganization audit system (October 19, 2018) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other "new energy" industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council. After verification, The independent financial adviser believes that the industries or enterprises involved in this reorganization do not belong to the "leading enterprises in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology; It belongs to the newly added "high-end CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " in the questions and answers on the industrial policy requirements of "Exemption / fast track" of M & A Review and separation system (October 19, 2018) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
2、 Whether the transaction type involved in this reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
(I) whether the transaction type involved in this major asset reorganization belongs to the same industry or upstream and downstream M & A. before the completion of this transaction, the main business of the listed company is the development, investment, construction, operation and management of new energy power. The target enterprise purchased in this transaction is mainly engaged in the development and operation of wind power generation and photovoltaic power generation through its subordinate project companies. After this transaction, the operation scale of wind power plants of listed companies was further expanded, and the main business remained unchanged.
After verification, the independent financial adviser believes that the transaction type involved in this major asset restructuring belongs to the same industry or upstream and downstream mergers and acquisitions.
(II) whether this major asset reorganization constitutes reorganization and listing
This transaction does not involve the issuance of shares and will not lead to changes in the equity structure of the listed company. This transaction also does not involve the purchase of assets from the actual controller of the company and its affiliates. The controlling shareholders and actual controllers of the listed company have not changed before and after the completion of this transaction. This transaction does not belong to the transaction situation specified in Article 13 of the measures for the administration of major asset restructuring of listed companies and does not constitute reorganization and listing.
After verification, the independent financial adviser believes that this transaction does not constitute reorganization and listing.
3、 Does the reorganization involve the issuance of shares
The transaction plan for this major asset restructuring is that the listed company plans to purchase 22.7009% of the partnership share of ningbai fund held by Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. by paying cash; 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.
This transaction is a cash acquisition and does not involve the issuance of shares.
After verification, the independent financial adviser believes that the reorganization does not involve the issuance of shares by listed companies.
4、 Whether the listed company has been filed for inspection by the CSRC and has not been closed
After verification, the independent financial adviser believes that there is no case of the listed company being filed for inspection by the CSRC and not yet closed.
5、 Professional ability of independent financial advisers and integrity records of intermediaries and handling personnel
The independent financial advisor for this restructuring is China Merchants Securities Co.Ltd(600999) , and other intermediaries are Beijing Tianyuan law firm, ShineWing Certified Public Accountants (special general partnership) and Zhonghe Asset Appraisal Co., Ltd.
After verification, the independent financial advisers, intermediaries and handling personnel of this restructuring are not subject to administrative punishment, administrative supervision measures or disciplinary sanctions of the stock exchange by the CSRC and have not met the specified time limit. 6、 Other matters deemed necessary by the independent financial adviser
None.
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) independent financial advisor's verification opinions on Ningxia Jiaze Renewables Corporation Limited(601619) industrial policies and transaction types of this transaction) financial advisor sponsor:
Li Jinyang, Chen Zhi
China Merchants Securities Co.Ltd(600999) mm / DD / 2022
