Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
Description of confidentiality measures and systems adopted for this transaction
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 explains the confidentiality measures and systems adopted in this transaction as follows:
1、 Establish an insider registration management system
In accordance with the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant normative documents as well as the provisions of the articles of association, the company has established a registration management system for insiders of inside information, and made clear provisions on the scope of inside information, circulation procedures, confidentiality measures and accountability.
2、 Sign confidentiality agreement or confidentiality clause
The company has hired independent financial consultants, law firms, accounting firms and asset appraisal companies as required
The appraisal company and other intermediaries have signed confidentiality agreements or appointment agreements with the above-mentioned institutions. 3、 Strictly control the scope of insiders of inside information and carry out registration management of insiders of inside information
The company strictly controls the scope of personnel participating in this transaction. The company reminds and urges relevant insiders not to disclose or disclose the restructuring information to other personnel, including their relatives and colleagues, and not to use relevant information to buy and sell the company's shares or entrust or suggest others to buy and sell the company's shares. At the same time, the insiders and planning process of various stages such as negotiation and planning shall be recorded in time, the registration form of insiders and the memorandum of trading process shall be prepared, and submitted to Shenzhen Stock Exchange in time.
To sum up, the company has taken necessary and sufficient confidentiality measures in this transaction, formulated a strict and effective confidentiality system, limited the scope of knowledge of relevant sensitive information, signed a confidentiality agreement, and strictly fulfilled the confidentiality obligation of this transaction information before disclosure according to law.
It is hereby explained.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
