Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
Completeness, compliance and submission of legal procedures for Restructuring Performance
Description of validity of legal documents
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-02 ship leasing Co., Ltd. (hereinafter referred to as “huajing-02”) 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 (hereinafter referred to as “this transaction”).
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.
In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations, normative documents and the articles of association, the board of directors of the company has carefully reviewed the completeness and compliance of the legal procedures for the major asset restructuring and the effectiveness of the legal documents submitted, It is hereby explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) during the preliminary negotiation between the company and the counterparty on this transaction, necessary and sufficient confidentiality measures have been taken to limit the scope of relevant sensitive information.
(II) on May 10, 2021, due to the company’s planning of this transaction, according to the provisions of relevant laws, regulations and normative documents, the company issued the suspension notice on planning to issue shares, pay cash to purchase assets and raise supporting funds, The trading of the company’s shares (stock abbreviation: Jiangsu Daybright Intelligent Electric Co.Ltd(300670) , stock code: 300670) was suspended from the opening of the market on Monday, May 10, 2021, and resumed after the company disclosed relevant announcements.
(III) the company has complied with the relevant laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, the guidelines for the application of regulatory rules – listing class No. 1, and the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, Conduct a self-examination on whether the relevant institutions, personnel, their immediate family members and other insiders involved in the major asset restructuring held or traded the shares of the listed company within 6 months before the disclosure of the major asset restructuring information.
(IV) on May 12, 2021, the company issued the announcement on the company’s acquisition of 10% equity of Jiangsu Gulf Electric Technology Co., Ltd.
(V) on May 14, 2021, the company issued the suspension progress announcement on planning to issue shares, pay cash to purchase assets and raise supporting funds.
(VI) on May 21, 2021, the sixth meeting of the third board of directors of the company deliberated and approved the proposal on the company’s compliance with the conditions for issuing shares, paying cash to purchase assets and raising supporting funds. The independent directors carefully reviewed relevant documents and expressed independent opinions and prior approval opinions on matters related to this transaction. On May 22, 2021, the company issued the general risk warning on issuing shares and paying cash to purchase assets and raise supporting funds and the announcement on resumption of trading of the company’s shares.
(VII) on June 22, July 21, August 20, September 17, October 18, November 19, December 17 and January 18, 2022, the company issued the progress announcement on major asset restructuring.
(VIII) on December 28, 2021, Daye new energy, a wholly-owned subsidiary of the company, signed the three-party supplementary agreement of cmhi181-1 ship sales contract with Hailong No. 10 (Tianjin) Leasing Co., Ltd. and Huajing zero one, and the three-party supplementary agreement of cmhi181-2 ship sales contract with Hailong No. 11 (Tianjin) leasing Co., Ltd. and Huajing zero two, respectively.
(IX) on December 29, 2021, Daye new energy, a wholly-owned subsidiary of the company, signed a conditional agreement with Jiangsu Gulf Technology Electrical Technology Co., Ltd., Jiangsu Huajing Zifu Enterprise Management Co., Ltd., Huajing zero one, Huajing zero two, Shanghai Huajing Offshore Engineering Co., Ltd. and Tianjin Huajing Offshore Engineering Co., Ltd. (x) on January 23, 2022, the company held the 14th meeting of the third board of directors, deliberated and passed the transaction plan and relevant proposals. The independent directors of the company carefully reviewed the relevant documents of the transaction in front of the board of directors, approved the transaction in advance and agreed to submit it to the board of directors for deliberation, After the meeting, the independent directors agreed to the transaction.
（11） On January 23, 2022, the company held the 13th meeting of the third board of supervisors, deliberated and adopted the transaction plan and relevant proposals.
2、 Notes on the validity of legal documents submitted
The legal documents submitted by the company to Shenzhen Stock Exchange are legal and valid in accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies. The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the legal documents submitted by the company for this exchange, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the legal documents submitted.
In conclusion, the company’s legal procedures for this transaction are complete and compliant, and the legal documents submitted are valid. Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
