Professional opinions of financial advisers on mergers and acquisitions of listed companies
Schedule No. 2 – major asset restructuring
Name of listed company Ningxia Jiaze Renewables Corporation Limited(601619) name of independent financial adviser China Merchants Securities Co.Ltd(600999)
Securities abbreviation Ningxia Jiaze Renewables Corporation Limited(601619) securities code 601619
Transaction type purchase √ sale □ other methods □
Whether the counterparty Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. constitutes a connected transaction yes √ no □
Ningxia Kaixian Capital Management Co., Ltd
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as “the listed company”) intends to purchase 22.7009% of the partnership share of Ningxia ningbai Industrial Investment Fund (limited partnership for the current restructuring) (hereinafter referred to as “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.
According to the evaluation and pricing of the underlying assets, the judgment of the listed company on this transaction and the purchase within the previous 12 months constitutes the total assets, net assets to be injected into the assets, or the basis for business income reorganization in the latest fiscal year, accounting for more than 50% of the audited relevant financial data of the listed company in the latest fiscal year, And the net assets exceed 50 million yuan. According to the measures for the administration of reorganization, this transaction constitutes a major asset reorganization of a listed company, and corresponding information disclosure shall be made in accordance with the provisions.
In this transaction, the listed company plans to purchase 22.7009% of the partnership share of ningbai fund held by Shanghai Gas Investment by paying cash; Meanwhile, Hainan Kaixian, the holding subsidiary of the listed company, plans to purchase 0.0463% of the partnership share of ningbai fund held by Ningxia Kaixian by paying cash.
Scheme introduction within 12 months before the transaction, the listed company has purchased 7.9449% partnership share of ningbai fund held by Zhejiang sunneng in June 2021 by means of cash payment; In October 2021, it purchased 39.9115% of the partnership share of ningbai fund held by guochuang ningbai. Prior to this transaction, the listed company had held 77.2528% of the partnership share of ningbai fund; After the completion of this transaction, Hainan Kaixian will become the general partner of ningbai fund, and the listed company will hold or control 100.00% of the total partnership share of ningbai fund and obtain the control right of ningbai fund.
Verification opinions
Remarks and description of S / N verification items
whether
1、 Information of the counterparty 1.1 basic information of the counterparty
Name, nature of enterprise, place of registration and main of the counterparty
1.1.1 office location, legal representative, tax registration certificate number and
Is it consistent with the actual situation
1.1.2 whether the counterparty has no factors affecting its existence is
1.1.3 if the counterparty is a natural person, whether it has not obtained the permanent residence right or passport of other countries is not applicable, and whether the counterparty is a non natural person
1.1.4 whether the historical evolution described by the counterparty is true, accurate and correct
Complete without any false disclosure
1.2 control right structure of the counterparty 1.2.1 whether the property right and control relationship disclosed by the counterparty are comprehensive and correct
Complete and true
If the counterparty has been established for less than one year or has not carried out actual business, it is not applicable. The counterparty has entered into Article 1.2.2 business. Has it been verified that the controlling shareholder or entity of the counterparty has been established for more than one year
Situation of international controller
1.2.3 whether the major shareholders and other management of the counterparty have been verified
Basic information of people
1.3 strength of the counterparty 1.3.1 whether the main business and industry engaged by the counterparty have been verified
Experience, operating results and position in the industry
1.3.2 whether the main business development status of the counterparty has been verified
1.3.3 whether the financial status of the counterparty has been verified, including whether the assets are
Liabilities, operating results and cash flow, etc
1.4 credit status of the counterparty
Actual of the counterparty, its senior management and the counterparty
Whether the international controller and its senior management have not
Have been subject to administrative punishment (excluding those outside the securities market)
1.4.1 punishment), criminal punishment or related to economic disputes
Major civil litigation or arbitration
Whether the counterparty and its senior management have not been subject to yes in the last 5 years
Administrative penalties unrelated to the securities market
Whether the counterparty does not control other listed companies is
1.4.2 if it controls other listed companies, the compliance of the listed company
Operation, whether there is no occupation of the listed company by the controlling shareholder is not applicable
Company funds, use of listed companies to provide guarantees in violation of regulations, etc
1.4.3 whether the counterparty has no other bad records yes
1.5 relationship between counterparty and listed company
The counterparty Ningxia Kaixian is a wholly-owned subsidiary of Kaixian capital, Zheng Xiaochen, the director of the company, served as the general manager of new energy business department of Kaixian capital from April 2018 to December 2021 (as of the date of issuing opinions on whether there is no connection between the counterparty and the listed company in article 1.5.1 of this verification, he has left his department), He has served as a director of a listed company since October 2021, which belongs to item (V) of article 10.1.3 of the listing rules 10.1.6 under the circumstances specified in Item (II) of article 10.1.6, Ningxia Kaixian is the affiliated legal person of the listed company.
1.5.2 does the counterparty fail to recommend directors or directors to the listed company
Level management
1.6 does the counterparty promise not to be in any form within the limited period
Share transfer
1.7 whether the counterparty does not hold shares for others
situation
2、 Status of assets purchased in the reorganization of listed companies (applicable to the purchase of assets by listed companies, capital increase of established enterprises, acceptance of gifts with obligations or custody of assets, etc.)
Whether the industry to which the assets are purchased complies with the national industrial policy yes
Excitation range
two point one
If not, is there no major inapplicability affecting the development of the industry
Policy factors
2.2 operating conditions of purchased assets 2.2.1 whether the purchased assets and business have been held for a certain period in the last three years
Continued operating records
2.2.2 the acquisition and operation of the asset or business disclosed by the counterparty is
Is the time real
2.2.3 is there no major violation of laws and regulations in the last three years of asset purchase
by
2.3 financial status of purchased assets
2.3.1 whether the asset has sustainable profitability is
2.3.2 does the income and profit not include a large proportion (e.g. 30%)
(I) non recurring profit and loss
2.3.3 whether it is not involved, which will increase the financial risk of the listed company, and
Abnormal accounts receivable or payable with large amount
Does the completion of the transaction not result in the proportion of liabilities of the listed company
2.3.4 if it is too large (e.g. more than 70%), it belongs to a special industry, it shall be on standby
Note
After the completion of the transaction, whether the listed company does not exist will bear significant liabilities
2.3.5 guarantee or other joint and several liabilities and other contingent risks
topic
2.3.6 whether there are no false financial accounting documents for relevant assets or businesses yes
False records; Or other major illegal acts
2.4 ownership of purchased assets
2.4.1 is the ownership clear
Among the subordinate project companies of the target enterprise, Ningjin Ruihong, Pingyuan Guorui Four project companies including Shanghe Guorui and Tangyin Fulu have obtained the land use involved in production and operation land
