China Securities Co.Ltd(601066)
About Jingke Energy Co., Ltd
Verification opinions on signing the cooperation framework agreement and related party transactions
China Securities Co.Ltd(601066) (hereinafter referred to as the “sponsor”) is the sponsor of Jingke Energy Co., Ltd. (hereinafter referred to as “Jingke energy” and “the company”) for initial public offering and listing on the science and innovation board, In accordance with 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 listing recommendation business, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, Carefully checked the signing of the cooperation framework agreement and related party transactions by Jingke energy. The specific verification and verification opinions are as follows:
1、 Basic information of this connected transaction
In order to make full use of the roof resources in the plant area and meet the power demand for daily production and operation, the company plans to cooperate with the related party Jinko Power Technology Co.Ltd(601778) (hereinafter referred to as ” Jinko Power Technology Co.Ltd(601778) “) and its subordinate companies to invest and build seven roof distributed photovoltaic power station projects and one energy storage project in the plant area of the company’s subordinate companies, and the power generated / discharged by the project is preferentially used by the company’s subordinate companies, The components required for the construction of roof distributed photovoltaic power station project shall be provided by the company first. The company plans to sign the cooperation framework agreement with Jinko Power Technology Co.Ltd(601778) on the cooperation of the above projects (hereinafter referred to as the “Cooperation Framework Agreement”), and the amount of related party transactions involved under the agreement is expected to be 1542353900 yuan, including 1356643900 yuan of total transactions during the 25-year operation period and 54.2658 million yuan of average annual transactions during the operation period of the project, It is estimated that the amount of components sold by the company to Jinko Power Technology Co.Ltd(601778) in 2022 will not exceed RMB 184 million, and the amount of energy storage system sold will not exceed RMB 1.71 million. Subsequently, the two parties will further sign specific agreements and promote the implementation of the project according to the situation of each project and the principle of fair and reasonable cooperation. The details are as follows:
(I) review procedures for the performance of daily connected transactions
1. Voting of the board of directors and withdrawal of related directors
Jingke Energy Co., Ltd. (hereinafter referred to as “the company”) held the 17th meeting of the first board of directors and the 7th Meeting of the first board of supervisors on February 16, 2022, deliberated and adopted the proposal on signing the cooperation framework agreement on daily connected transactions with related parties, and agreed that the company and related parties Jinko Power Technology Co.Ltd(601778) sign the cooperation framework agreement on daily connected transactions. Related directors Mr. Li Xiande, Mr. Chen Kangping and Mr. Li Xianhua avoided voting on the proposal. According to the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the total amount of connected transactions involved in this agreement has reached the deliberation standard of the general meeting of shareholders, which needs to be submitted to the general meeting of shareholders of the company for deliberation. The controlling shareholders of the company and other legal or natural persons interested in this proposal need to avoid voting on the above proposal at the general meeting of shareholders.
2. Independent opinions approved and expressed by independent directors in advance
After prior review, the independent directors of the company believe that the cooperation framework agreement on daily connected transactions signed this time follows the principles of voluntariness, equality and fairness, the pricing is reasonable and fair, and there is no damage to the interests of the company and non connected shareholders. We agree to submit the proposal to the board of directors for deliberation.
The independent directors of the company believe that the signing of the cooperation framework agreement between the company and related parties mainly involves the company’s daily related party transactions such as power purchase services, site leasing and commodity sales. After the signing of the agreement, the company can obtain the corresponding electricity price discount or rental income, which meets the actual business needs of the company. This connected transaction follows the principles of fairness, mutual benefit and rationality, will not have an adverse impact on the independence and standardized operation of the company, and will not damage the interests of the company and non connected shareholders. The decision-making procedure of this connected transaction was legal and compliant, and the connected directors avoided voting on this matter. To sum up, we agree to sign the cooperation framework agreement on daily related party transactions with related parties, and agree to submit it to the general meeting of shareholders of the company for deliberation.
3. Written opinion of the board of Auditors
The audit committee of the company issued the following opinions on this connected transaction: this daily connected transaction is carried out by both parties based on daily business needs, which is in line with the actual business needs of the company. This connected transaction follows the principles of voluntariness, equality, mutual benefit, fairness and fairness. The pricing policy is in line with market practices. It is a normal commercial transaction and will not have an adverse impact on the company’s financial situation and operating results, and will not damage the interests of the company and all shareholders. In conclusion, the audit committee agrees to submit the related party transactions to the board of directors of the company for deliberation. (II) prediction and implementation of the previous daily connected transactions
The approved amount and actual implementation of daily connected transactions between the company and Jinko Power Technology Co.Ltd(601778) and its subsidiaries in 2021 are as follows:
Unit: RMB 10000
Category of related party transactions estimated amount of related party transactions of related parties actual amount in 2021
Haining Jingneng photovoltaic power Co., Ltd
Zhejiang Jingyuan Power Co., Ltd. 319.65 Haining Jinghong photovoltaic power has purchased 710.00 electricity
3.69 Shangrao Jingyi photovoltaic power generation Co., Ltd
Company 154.39
Jingke Electric Power Technology Co., Ltd. entrusted to build the house
EPC 700.00 0.00 general contracting of top power station of the company and its subsidiaries
Sales of goods and components of Jingke Electric Power Technology Co., Ltd. 20000.00 2709.90 labor supply company and its subsidiaries
Related party guarantee Jingke Electric Power Technology Co., Ltd. guarantee fee 1000.00 247.09 company and its subsidiaries
Affiliated leasing Jingke Electric Power Technology Co., Ltd. leased property 500.00 400.37 company and its subsidiaries
Acting sales of electricity Jingke Huineng Technical Service Co., Ltd. provides agency sales of electricity of 0.00 181.06 company
Entrusted to manage the power station of Jingke Electric Power Technology Co., Ltd., acting as the maintenance and operation agent of wei0.00 13.43 company
Total 22910.00 4324.35
Note 1: the large difference between the estimated amount of component sales and the actual amount is mainly due to the fluctuation of raw material price in 2021 and the decrease of component procurement caused by the slowdown of Jinko Power Technology Co.Ltd(601778) power station construction progress.
Note 2: the above related party transaction amount of the company is expected to have been deliberated and approved at the sixth meeting of the first board of directors, the 2020 annual general meeting of shareholders, the eighth meeting of the first board of directors and the first extraordinary general meeting of shareholders in 2021.
Note 3: the above data have not been audited.
(III) estimated amount and category of daily connected transactions
According to the cooperation framework agreement, it is estimated that the daily amount of related party transactions under the agreement is as follows:
1. Power purchase transaction
(1) Electricity purchase transaction – electricity price discount deducting roof rental fee model
Unit: RMB 10000
Transaction related parties related party transactions 25 year operation period total amount of electricity price discount category transactions average annual transaction amount during project operation period
10200.00 408.00 8.50 discount roof distribution 3804.80 152.19 8.20 discount purchase Jingke Power Technology Co., Ltd
7874.46 314.98 8.20% discount of power station Commodity Co., Ltd. and its subsidiaries
Electricity purchase transaction 16498.00 659.92 8.0 discount 4590.40 183.62 8.0 discount
Subtotal 42967.66 1718.71-
Note: under this cooperation mode, based on the industrial electricity price in the same period of the local power grid, the related parties deduct the rental fee by giving a certain electricity price discount.
(2) Power purchase transaction – roof rent mode
Unit: RMB 10000
Transaction category related parties related party transactions within 25 years of operation total amount of content transactions during project operation average annual transaction amount
Jinko Power Technology Co.Ltd(601778) roof distributed 48125.00 1925.00 purchased goods and power purchase and delivery of power stations of its subsidiaries
Yi 15980.00 639.20
Rental roof Jinko Power Technology Co.Ltd(601778) rental plant roof 7500.00 300.00 and its subsidiaries 2700.00 108.00
Subtotal 74305.00 2972.20
2. Energy storage service
Unit: RMB 10000
Transaction category related parties related party transactions within 25 years of operation total amount of content transactions during project operation average annual transaction amount
Procurement services Jinko Power Technology Co.Ltd(601778) energy storage charge and discharge 18391.73 735.67 and its subsidiaries
Note: related parties provide energy storage facilities and related energy services. The company uses the energy storage facilities of related parties to charge and discharge, and the company pays the energy service fee to the related parties according to 90% of the price difference income.
3. Selling goods
According to the cooperation framework agreement, for the projects that the company cooperates with Jinko Power Technology Co.Ltd(601778) (including the projects that have been cooperated, not yet under construction or under construction before the signing of the agreement), it is expected that the amount of components sold by the company to Jinko Power Technology Co.Ltd(601778) will not exceed 184 million yuan and the amount of energy storage system sold by the company will not exceed 1.71 million yuan in 2022.
2、 Related parties and related relationships
(I) description of association relationship
Jinko Power Technology Co.Ltd(601778) is an enterprise controlled by the actual controller of the company. According to Article 15.1 (XIV) of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Jinko Power Technology Co.Ltd(601778) is an affiliated legal person of the company. The signing of the Cooperation Framework Agreement constitutes a connected transaction.
(II) description of related parties
1. Company name: Jinko Power Technology Co.Ltd(601778)
2. Company type:
