Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation 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 made the following explanation on whether the company’s transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies:
1. The subject asset of this transaction is Huajing 01 (No. cmhi181-1), an offshore wind power installation platform,
Hua Jing 01) and Hua Jing 02 (No. cmhi181-2, Hua Jing 02) do not involve project initiation, environmental protection, industry access, land use, planning, construction and other related matters for approval. The company has disclosed in detail the matters that have been performed and still need to be performed for approval involved in this transaction in the report on major asset purchase and related party transactions (Draft), and has made a major risk prompt for the risk that the approval may not be obtained;
2. The underlying assets of this transaction are the financial leasing interests related to the offshore wind power installation platforms Huajing 01 and Huajing 02. Before the announcement of the first resolution of the board of directors of this transaction, the seller of the underlying assets has legally owned the complete rights of the underlying assets, and there is no restriction or prohibition of transfer;
3. After the completion of this transaction, the underlying assets will become the assets of the company. This transaction will help to improve the integrity of the company’s assets and maintain the independence of the company in terms of personnel, procurement, production, sales and intellectual property rights;
4. This transaction will help the company improve its financial situation, enhance its sustainable profitability, highlight its main business, enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition.
Therefore, this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
