Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
Explanation on the compliance of this transaction with Article 11 of the measures for the administration of major asset restructuring of listed companies
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as " Jiangsu Daybright Intelligent Electric Co.Ltd(300670) " or "the company") intends to pay cash from the original lessee Tianjin Huajing zero one ship leasing Co., Ltd. (hereinafter referred to as "Huajing zero one") through the wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as "Daye new energy") or other entities designated by it Tianjin Huajing zero two ship leasing Co., Ltd. (hereinafter referred to as "Huajing zero two") undertakes the financial leasing interests related to Huajing 01 (No. cmhi181-1, Hua Jing 01) and Huajing 02 (No. cmhi181-2, Hua Jing 02). When the lease term expires, the company will obtain the ownership of Huajing 01 and Huajing 02.
The parties to the transaction are Hailong 10 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 10"), Hailong 11 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as "Hailong 11"), Gulf technology, Huajing zero one The contract prices of cmhi181-1 ship sales contract, cmhi181-2 ship sales contract and Huajing 01 ship lease contract signed by Huajing zero two and others are taken as reference. Through friendly negotiation, the total amount of this transaction is USD 133985600 (RMB 854251700; converted at the exchange rate on December 31, 2021, the same below), deducting the original lessee Huajing zero one After huajing-02 has paid 292 million yuan (US $45.7989 million) of finance lease costs as of December 31, 2021, Daye new energy or other entities designated by it subsequently payable US $81.0591 million (RMB 516.8082 million) of finance lease principal and US $7.1276 million (RMB 45.4435 million) of finance lease interest.
According to the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring and does not involve performance commitment and compensation, ownership of profits and losses in the transition period and arrangements for accumulated undistributed profits, impairment test and compensation of assets.
The board of directors of the company makes the following explanations on whether the company's transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies:
1. The underlying assets of this transaction are the financial lease interests related to Huajing 01 and Huajing 02 ships, which do not belong to the "restricted" and "eliminated" industries or products specified in the Guiding Catalogue for industrial structure adjustment (2019 version). The purchase of the above equipment does not violate the provisions of relevant laws and regulations on environmental protection and land management; The aforesaid equipment does not constitute a complete operational asset, and there is no violation of relevant anti-monopoly laws and administrative regulations; Therefore, there is no violation of national industrial policies, laws and administrative regulations on environmental protection, land management and antitrust in this transaction;
2. It will not cause the company to fail to meet the conditions for stock listing;
3. The asset pricing involved in this reorganization is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders;
4. The ownership of the underlying assets involved in this reorganization is clear. When the relevant legal procedures, commitments and preconditions are properly fulfilled, there will be no substantive legal obstacles to the transfer or transfer of the underlying assets, the underlying assets do not constitute complete operating assets, and do not involve the treatment of creditor's rights and debts;
5. It is conducive to enhancing the company's ability to continue operation, and there is no situation that may lead to the company's main assets being cash or no specific business after reorganization;
6. It is conducive to the company's independence from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies; 7. It is conducive to the formation or maintenance of a sound and effective corporate governance structure.
Therefore, this transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies. Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
