603398: feasibility analysis report on the use of funds raised by non-public offering of A-Shares by Jiangxi mubang High Tech Co., Ltd. in 2022

Jiangxi mubang High Tech Co., Ltd

Use of funds raised by non-public offering of A-Shares in 2022

Feasibility analysis report

1、 Use plan of the raised funds

Jiangxi mubang High Tech Co., Ltd. (hereinafter referred to as "the company") plans to raise funds through non-public offering of A-Shares (hereinafter referred to as "this non-public offering" or "this offering"). The total amount of funds raised in this non-public offering does not exceed 2.415 billion yuan (including issuance expenses). After deducting the issuance expenses, all the funds raised in this offering are intended to be used for the following projects:

Unit: 100 million yuan

No. project name total project investment amount of raised funds

1. Acquisition of 100% equity of haoan energy 11.00 11.00

2 10000 t / a intelligent silicon purification and recycling project 7.15 7.15

3. Supplementary working capital 6.00 6.00

Total 24.15

If the net amount of the raised funds in this non-public offering is less than the total amount of the raised funds to be used by the above-mentioned raised investment projects, the listed company will adjust and finally decide the priority of the raised funds and the specific use arrangements such as the investment amount of each raised investment project according to the actual amount of the raised funds and the priorities of the raised investment projects, The insufficient part of the raised funds shall be solved by the listed company with its own funds or through other financing methods. If the time when the raised funds are in place is inconsistent with the implementation progress of the raised investment project, the listed company will raise additional funds for investment according to the actual needs, and replace them in full after the raised funds are in place.

2、 Feasibility analysis of the project invested by the raised funds

(I) acquisition of haoan energy project

Mubang high tech acquired haoan energy in cash. For details of the target haoan energy, please refer to the plan for major asset purchase of Jiangxi mubang High Tech Co., Ltd. disclosed by the company.

1. Overview of this transaction

The company plans to pay 110 million yuan in cash to Zhang Zhongan and Yu Jumei to purchase 100.00% equity of haoan energy. After the completion of this transaction, haoan energy will become a wholly-owned subsidiary of the listed company.

According to the equity acquisition framework agreement and the performance commitment compensation agreement, the performance commitment obligors Zhang Zhongan and Yu Jumei promise that the net profit of haoan energy in 2022, 2023 and 2024 (whichever is lower after deducting non recurring profits and losses) will not be less than 140 million yuan, 160 million yuan and 180 million yuan respectively.

All the consideration of this transaction is paid in cash, which does not involve the issuance of shares to purchase assets or the raising of supporting funds.

2. Basic information of underlying assets

Inner Mongolia haoan Energy Technology Co., Ltd

Company type: limited liability company (invested or controlled by natural person)

Legal representative: Zhang Zhongan

Date of establishment: January 17, 2019

Registered capital: 50 million yuan

Unified social credit code 91150221ma0q4pwc2e

Registered address: No. 1, photovoltaic industrial park, new industrial park, tumed Right Banner, Baotou City, Inner Mongolia Autonomous Region

Production and sales of monocrystalline silicon rod, monocrystalline silicon sheet, polycrystalline silicon ingot, polycrystalline silicon sheet, battery sheet, solar module and its series products; Business scope of head and tail materials, Cecep Solar Energy Co.Ltd(000591) street lamps and sales of leftover materials and photovoltaic materials; Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation (operate within the validity period with the license); Cecep Solar Energy Co.Ltd(000591) development, consultation, design, construction and maintenance of photovoltaic projects; Sales and leasing of mechanical equipment and accessories; Self support and agency of import and export business of various commodities and technologies (operating with license).

3. Historical evolution of haoan energy

(1) In January 2019, haoan energy was established

On January 17, 2019, tumed Right Banner market supervision and Administration Bureau issued the "enterprise name pre approval notice" (tuyou banner) name pre nuclear (NEI) Zi [2019] No. 1904371403), agreeing that the pre approved enterprise name is "Inner Mongolia haoan Energy Technology Co., Ltd.".

On January 17, 2019, Zhu Linsheng and Wang Xianren jointly signed the articles of association of Inner Mongolia haoan Energy Technology Co., Ltd., which agreed that the two parties would jointly invest in the establishment of haoan energy with a registered capital of 50 million yuan. Among them, Zhu Linsheng subscribed 45 million yuan and Wang Xianren subscribed 5 million yuan, all in currency and fully paid before January 17, 2029. On the same day, haoan energy held a shareholders' meeting and made a resolution. All shareholders unanimously agreed to adopt the articles of association of Inner Mongolia haoan Energy Technology Co., Ltd.

On January 17, 2019, tumed Right Banner market supervision and Administration Bureau issued the business license with the registration number of 91150221ma0q4pwc2e to hao'an energy to approve the establishment of hao'an energy.

The shareholders and subscribed capital contributions of haoan energy at the time of establishment are shown in the table below:

No. name of shareholder subscribed capital contribution (10000 contribution proportion (%) contribution method

(yuan)

1 Zhu Linsheng 4500 90.00 currency

2 Wang Xianren 500 10.00 currency

Total 5000 100.00

(2) In November 2019, haoan energy's first equity transfer

On November 19, 2019, haoan energy held a shareholders' meeting and made a resolution. All shareholders agreed: (1) Wang Xianren transferred 10% of the equity of haoan energy held by him (the corresponding subscribed capital contribution is 5 million yuan and the paid in capital contribution is 3 million yuan) to Li Wenzhen, and Zhu Linsheng gave up the preemptive right; (2) Adoption of amendments to the articles of association.

On the same day, Wang Xianren and Li Wenzhen signed the equity transfer agreement to agree on the above equity transfer.

After the equity transfer, the equity structure of haoan energy is as follows:

No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)

1 Zhu Linsheng 4500.00 90.00

2 li Wenzhen 500.00 10.00

Total 5000.00 100.00

(3) In July 2020, the second equity transfer of haoan energy

On March 28, 2020, Zhu Linsheng and Zhang Zhongan signed the equity transfer agreement, which agreed that Zhu Linsheng would transfer 90.00% of the equity of hao'an energy held by him (corresponding to the subscribed capital of 45 million yuan) to Zhang Zhongan. The two sides would transfer it according to the original value, and Zhang Zhongan would pay Zhu Linsheng's monetary capital at one time.

On the same day, Li Wenzhen and Yu Jumei reached the equity transfer agreement, which agreed that Li Wenzhen would transfer 10.00% of the equity of hao'an energy (corresponding to the subscribed capital of 5 million yuan) held by Li Wenzhen to Yu Jumei. Both parties would transfer it according to the original value, and Yu Jumei would pay off Li Wenzhen's monetary capital in one time.

On July 29, 2020, haoan energy held a shareholders' meeting and made a resolution. All shareholders agreed: (1) Zhu Linsheng transferred 90.00% of the equity of haoan energy held by him (corresponding to the subscribed capital of 45 million yuan) to Zhang Zhongan; Li Wenzhen transferred 10.00% equity of hao'an energy (corresponding to the subscribed capital of 5 million yuan) to Yu Jumei; (2) Adoption of amendments to the articles of association.

On July 31, 2020, tumed Right Banner market supervision and Administration Bureau issued the business license with the registration number of 91150221ma0q4pwc2e to hao'an energy.

After the equity transfer, the equity structure of haoan energy is as follows:

No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)

1 Zhang Zhongan 4500.00 90.00

2 Yu Jumei 500.00 10.00

Total 5000.00 100.00

As of the signing date of this plan, the registered capital of haoan energy has been paid in place.

4. Ownership structure

Zhang Zhongan, Yu Jumei

90% 10%

Inner Mongolia haoan Energy Technology Co., Ltd

100%

Jiangxi Jierui Electromechanical Equipment Co., Ltd

5. Subsidiaries

As of the signing date of this plan, haoan energy has a wholly-owned subsidiary, namely Jiangxi Jierui Electromechanical Equipment Co., Ltd.

The basic information of haoan energy's wholly-owned subsidiary is as follows:

Jiangxi Jierui Electromechanical Equipment Co., Ltd

Legal representative: Zhang Zhongan

Date of establishment: November 18, 2020

Registered capital: 30 million yuan

Unified social credit code 91360123ma39bycp43

Registered address: Jiangxi haoan Energy Technology Co., Ltd., industrial park, Anyi County, Nanchang City, Jiangxi Province

General items: manufacturing of special equipment for semiconductor devices, sales of special equipment for semiconductor devices, industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing, industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance, sales of industrial machines, R & D, manufacturing and sales of semiconductor and photovoltaic equipment; R & D, manufacturing and marketing of water treatment equipment and accessories, electromechanical equipment, integrated circuits, electronic components and electromechanical component equipment, distribution switch control equipment and automatic control system

Sale; Software technology development, technical consultation, technical services and technology transfer; Design, installation, commissioning, technical consultation and technical services of water treatment project; Self support and agency of import and export business of various commodities and technologies; Production and sales of monocrystalline silicon rod, monocrystalline silicon wafer, polycrystalline silicon ingot, polycrystalline silicon wafer, Cecep Solar Energy Co.Ltd(000591) battery, Cecep Solar Energy Co.Ltd(000591) module and related series products; Sales of monocrystalline silicon rod, monocrystalline silicon head tailings, monocrystalline silicon wafer, polycrystalline silicon ingot, polycrystalline silicon wafer, battery wafer, Cecep Solar Energy Co.Ltd(000591) module, Cecep Solar Energy Co.Ltd(000591) street lamp and related materials and photovoltaic materials; Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation services; Cecep Solar Energy Co.Ltd(000591) development, information consultation, design, construction and maintenance of photovoltaic projects; Sales and leasing of mechanical equipment and accessories; Photovoltaic glass manufacturing and sales; Self support and agency of import and export business of various commodities and technologies. (in addition to the licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)

Main business: monocrystalline silicon production

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