Soochow Securities Co.Ltd(601555)
About Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Adjust the plan of issuing A-Shares to specific objects
Special verification opinions
Soochow Securities Co.Ltd(601555) (hereinafter referred to as ” Soochow Securities Co.Ltd(601555) ” or “sponsor”) as the sponsor of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. (hereinafter referred to as ” Farasis Energy (Gan Zhou) Co.Ltd(688567) ” or “company”) issuing A-share shares (hereinafter referred to as “this issuance”) to specific objects in 2021, according to the relevant provisions of the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (Trial Implementation), The adjustment of Farasis Energy (Gan Zhou) Co.Ltd(688567) this issuance plan has been verified, and the opinions are as follows (unless otherwise specified in this verification opinion, the relevant terms are the same as those in the prospectus for A-share issuance to specific objects by Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. in 2021 (four revised drafts):
1、 Main contents of the adjustment of this issuance plan
On February 14, 2022, Farasis Energy (Gan Zhou) Co.Ltd(688567) the 38th meeting of the first board of directors and the 22nd Meeting of the first board of supervisors were held, The proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021, the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Version), and the proposal on the demonstration and analysis report of the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Version) were reviewed and approved Proposal on the feasibility analysis report (Revised Version) on the use of funds raised by issuing A-Shares to specific objects in 2021 and other relevant proposals. 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 securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the board of directors of the company adjusted the scale and purpose of the raised funds in the issuance plan. The specific contents are as follows:
Before revision:
The total amount of A-Shares issued to specific objects this time is no more than 520 million yuan (including this amount), and the net amount after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 high performance power lithium battery project 525625.90 460000.00
No. proposed investment of total investment raised funds of the project
2. Science and technology reserve fund 60000.00 60000.00
Total 585625.90 520000.00
Before the funds raised from this issuance to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
After the funds raised from this issuance to specific objects are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised from the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised funds.
Revised:
The total amount of A-Shares issued to specific objects this time shall not exceed 4520 million yuan (including this amount). The net amount of the total funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. proposed investment of total investment raised funds of the project
1 high performance power lithium battery project 525625.90 392000.00
2. Science and technology reserve fund 60000.00 60000.00
Total 585625.90 452000.00
Before the funds raised from this issuance to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
After the funds raised from this issuance to specific objects are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised from the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised funds.
2、 The company’s approval procedures for the adjustment and performance of the issuance plan
On February 14, 2022, the company held the 38th meeting of the first board of directors, The proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021, the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Version), and the proposal on the demonstration and analysis report of the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Version) were reviewed and approved Proposal on the feasibility analysis report (Revised Version) on the use of funds raised by issuing A-Shares to specific objects in 2021 and other relevant proposals.
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the specific matters of this issuance of shares to specific objects, which was deliberated and adopted at the second extraordinary general meeting of shareholders of the company in 2021, the adjustment of this issuance plan does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberation of the board of supervisors
On February 14, 2022, the 22nd Meeting of the first board of supervisors, The proposal on adjusting the company’s plan for issuing A-Shares to specific objects in 2021, the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Version), and the proposal on the demonstration and analysis report of the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Version) were reviewed and approved Proposal on the feasibility analysis report (Revised Version) on the use of funds raised by issuing A-Shares to specific objects in 2021 and other relevant proposals.
(III) independent opinions of independent directors
The independent directors have expressed their independent opinions on the proposals related to the adjustment of the issuance plan.
3、 Verification opinions of the recommendation institution
To sum up, the sponsor believes that:
1. The adjustment of the issuance plan of the company is to reduce the amount of raised funds, which meets the relevant requirements of the examination and answer of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, does not constitute a major change in the issuance plan and does not affect the issuance of the company;
2. The company’s adjustment of the issuance plan has been deliberated and approved by the board of directors and the board of supervisors of the company, which does not need to be submitted to the general meeting of shareholders for deliberation. The voting procedures are legal and compliant. The independent directors have expressed independent opinions on the above matters and fulfilled the necessary approval procedures;
3. The adjusted issuance plan still needs to be examined and approved by Shanghai Stock Exchange and approved by China Securities Regulatory Commission for registration.
In conclusion, the recommendation institution has no objection to the company’s adjustment of the issuance plan.
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(there is no text on this page, which is the seal page of Soochow Securities Co.Ltd(601555) special verification opinions on Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. adjusting the scheme of issuing A-Shares to specific objects)
Sponsor representative:
Shen Xiaozhou, Zhang Dongliang
Soochow Securities Co.Ltd(601555) mm / DD / yy
