Securities code: 688223 securities abbreviation: Jingke energy Announcement No.: 2022-004 Jingke Energy Co., Ltd
Announcement on using some over raised funds to permanently supplement working capital
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
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 by means of on-site voting combined with communication, and deliberated and adopted the proposal on using some over raised funds to supplement working capital for a long time, It is agreed that the company will use part of the over raised funds of RMB 1116.8 million to permanently supplement the working capital, accounting for 29.9985% of the total over raised funds of RMB 3722851700, on the premise of ensuring that it will not affect the normal implementation of the investment projects with raised funds, the normal production and operation of the company and the safety of the raised funds, The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. The amount of permanent replenishment of working capital with over raised funds in the last 12 months shall not exceed 30% of the total amount of over raised funds. After replenishing working capital with over raised funds this time, the company will not make high-risk investments such as securities investment or provide financial assistance for objects other than holding subsidiaries within 12 months. The independent directors of the company have expressed unanimous independent opinions on the proposal, and the company’s recommendation agency China Securities Co.Ltd(601066) (hereinafter referred to as “recommendation agency”) has issued clearly agreed verification opinions on this matter. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of shares of Jingke Energy Co., Ltd. (zjxk [2021] No. 4127) issued by the China Securities Regulatory Commission, Jingke Energy Co., Ltd. (hereinafter referred to as the “company”) issued 200000 ordinary shares (with a par value of RMB 1 per share) to the public for the first time, The issuance price is 5.00 yuan / share, and the total amount of funds raised from the stock issuance is 1 000000000.00 yuan. After deducting the relevant issuance expenses of 277148301.89 yuan, the net amount of funds raised is 9722851698.11 yuan, and the capital verification report (tjy [2022] No. 28) is issued by Tianjian certified public Accountants (special general partnership). In order to standardize the management of the company’s raised funds and protect the rights and interests of investors, the company has set up relevant special accounts for raised funds to store and earmark the raised funds. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 25, 2022 Announcement on the listing of Jingke Energy Co., Ltd. on the science and innovation board for initial public offering of shares.
2、 Investment projects with raised funds
According to the investment projects of raised funds and the use plan of raised funds disclosed in the company’s prospectus for initial public offering and listing on the science and innovation board, the use plan of raised funds is as follows:
No. project name total project investment proposed to use raised funds (10000 yuan) amount (10000 yuan)
1 construction project of 7.5GW high-efficiency battery and 5GW high-efficiency 562257.98 400000.00 battery components per year
2. Construction project of Haining R & D center 74978.81 50000.00
3. Supplementary working capital 150000.00 150000.00
Total 787236.79 600000.00
3、 Basic information of permanent replenishment of working capital with some over raised funds this time
On the premise of ensuring the capital demand for the construction of the investment projects with raised funds and the normal progress of the projects with raised funds, in order to improve the use efficiency of the raised funds, reduce the financial cost and safeguard the interests of listed companies and shareholders, according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies According to the relevant provisions of laws, regulations and normative documents such as self regulatory guidelines No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange and the management system of raised funds of Jingke Energy Co., Ltd., the company plans to use part of the over raised funds to permanently supplement the working capital for the production and operation activities of the company.
The total amount of over raised funds of the company is 3722851700 yuan. The amount to be used for permanent replenishment of working capital this time is 1116.8 million yuan, accounting for 29.9985% of the total amount of over raised funds. The company’s accumulated use of over raised funds to permanently supplement working capital within the last 12 months shall not exceed 30% of the total amount of over raised funds, and promises that the use of some over raised funds to permanently supplement working capital will not affect the capital demand for the construction of investment projects with raised funds, No high-risk investment and financial support for objects other than holding subsidiaries will be made within 12 months after the over raised funds supplement the working capital.
The company’s permanent replenishment of working capital with part of the over raised funds will be used for the company’s business development and production and operation activities related to its main business. It will not be directly or indirectly used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible bonds and other transactions. There is no change in the use of the raised funds and affect the normal progress of the investment projects of the raised funds, Comply with relevant laws and regulations.
4、 Review procedures performed by the company
On February 16, 2022, the 17th meeting of the first board of directors and the 7th Meeting of the first board of supervisors deliberated and adopted the proposal on using some over raised funds to permanently supplement working capital, and agreed that the company would not affect the normal implementation of investment projects with raised funds, the normal production and operation of the company and the safety of raised funds, Some over raised funds totaling RMB 1116.8 million were used to permanently supplement working capital. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. The independent directors of the company expressed clear consent to the above matters of using over raised funds to supplement working capital. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
5、 Description of special opinions
(I) opinions of independent directors
The independent directors believe that the use of over raised funds for permanent replenishment of working capital this time complies with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock exchange, the guidelines for the self-discipline supervision of science and innovation board listed companies of Shanghai Stock Exchange No. 1 – standardized operation Regulations, normative documents, the articles of association of Jingke Energy Co., Ltd. (hereinafter referred to as the “articles of association”), the management system of raised funds, etc.
The contents of the proposal and the necessary use of the raised funds have been considered and approved by the board of directors, and the relevant voting procedures have been met. This time, the company will use the over raised funds for permanent replenishment of working capital and temporary replenishment of working capital, and for the production and operation related to the main business. There is no change in the purpose of the raised funds and damage the interests of shareholders, which is conducive to improving the use efficiency of the raised funds, reducing the financial cost of the company and further improving the profitability of the company, which is in line with the interests of the company and all shareholders.
In conclusion, the independent directors agreed to use the over raised funds to supplement the working capital of the company and agreed to submit it to the general meeting of shareholders for deliberation.
(II) opinions of the board of supervisors
The board of supervisors believes that the use of over raised funds to supplement working capital this time complies with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange Kechuang board, the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation Provisions of normative documents, articles of association, management system of raised funds, etc. The use of over raised funds to permanently supplement working capital has been deliberated by the board of directors. The content and voting of the proposal comply with relevant regulations and the necessary procedures have been performed. The company will use the over raised funds for permanent replenishment of working capital and for production and operation related to its main business. There is no change in the purpose of the raised funds and damage the interests of shareholders, which is conducive to improving the use efficiency of the raised funds, reducing the financial cost of the company and further improving the profitability of the company, which is in line with the interests of the company and all shareholders.
In conclusion, the board of supervisors agreed to the company’s use of over raised funds to supplement working capital, and agreed to submit it to the general meeting of shareholders for deliberation.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that the use of part of the over raised funds for permanent replenishment of working capital by Jingke energy has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary procedures, and need to be submitted to the general meeting of shareholders of the company for deliberation.
The company uses part of the over raised funds to permanently supplement the working capital and is used for the production and operation related to the main business, which is conducive to improving the use efficiency of the raised funds, reducing financial costs and safeguarding the interests of listed companies and shareholders. The company promises that the use of part of the over raised funds to permanently supplement the working capital will not affect the capital demand for the construction of the investment projects with the raised funds, No high-risk investment and financial assistance for objects other than holding subsidiaries within 12 months after the over raised funds supplement the working capital, Comply with the requirements of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
In conclusion, the sponsor agrees to use part of the over raised funds to permanently supplement the working capital of Jingke Energy Co., Ltd.
6、 Online announcement document
1. Independent opinions of independent directors on matters related to the 17th meeting of the first board of directors of the company; 2. China Securities Co.Ltd(601066) verification opinions on permanent replenishment of working capital by Jingke Energy Co., Ltd. using some over raised funds.
It is hereby announced.
Board of directors of Jingke Energy Co., Ltd. February 17, 2022
