Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
Explanation on the fact that this major asset reorganization of the company does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization 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 major asset reorganization constitutes the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies:
Before this transaction, Chen Jie was the actual controller of the listed company. This transaction is mainly the purchase of assets in cash, which does not involve the issuance of shares by the listed company and will not lead to the change of control of the listed company. After this transaction, Chen Jie is still the actual controller of the listed company.
Therefore, according to Article 13 of the measures for the administration of material assets reorganization of listed companies, this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of material assets reorganization of listed companies.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
