601619: China Merchants Securities Co.Ltd(600999) verification opinions on the compliance of this transaction with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business

China Merchants Securities Co.Ltd(600999) about this transaction

Verification opinions on the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business

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. (hereinafter referred to as “this transaction” and “this reorganization”) by paying cash.

The independent financial consultant of this transaction is China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “independent financial consultant”), the legal consultant is Beijing Tianyuan law firm, the audit institution is ShineWing Certified Public Accountants (special general partnership), and the evaluation institution is Zhonghe asset evaluation Co., Ltd.

According to the requirements of China Securities Regulatory Commission and relevant regulations, the independent financial consultant has verified the behavior of directly or indirectly hiring a third party institution or individual (hereinafter referred to as “the third party”) for compensation in this transaction as follows:

1、 Independent financial advisers do not engage any kind of direct or indirect paid third party

After verification, in this transaction, China Merchants Securities Co.Ltd(600999) does not have any direct or indirect paid employment of a third party.

2、 Employment of other third parties by listed companies

The listed companies respectively employ China Merchants Securities Co.Ltd(600999) , Beijing Tianyuan law firm, ShineWing Certified Public Accountants (special general partnership) and Zhonghe Asset Appraisal Co., Ltd. as independent financial advisers, legal advisers, audit institutions and evaluation institutions for this transaction. The above intermediaries are securities service institutions required to be employed according to law for this transaction.

In addition, the listed company does not engage other third parties directly or indirectly.

3、 Verification opinions of the independent financial adviser

After verification, the independent financial adviser believes that:

1. In this transaction, the independent financial consultant did not directly or indirectly hire a third party with compensation, which is in line with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business.

2. Listed companies employ independent financial advisers, legal advisers, audit institutions and asset evaluation institutions according to law, and the hiring behavior is legal and compliant, which is in line with the relevant provisions of the opinions on strengthening the risk prevention and control of honest employment such as the employment of third parties by securities companies in investment banking business.

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Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and related party transactions

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