China Securities Co.Ltd(601066)
About Jingke Energy Co., Ltd
Verification opinions on permanent replenishment of working capital with some over raised funds
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, According to the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and In accordance with the provisions of relevant laws, regulations and normative documents 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 (revised in 2022), Jingke energy has carefully verified the permanent supplement of working capital with some over raised funds. The specific verification and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on the registration of Jingke Energy Co., Ltd. in its initial public offering (zjxk [2021] No. 4127), Jingke energy issued 200000 ordinary shares (with a par value of RMB 1 per share) to the public for the first time at a price of RMB 5.00/share, The total amount of funds raised from stock issuance is RMB 1000000000.00. After deducting the relevant issuance expenses of RMB 277148301.89, the net amount of funds raised is RMB 9722851698.11. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (Tianjian Yan [2022] No. 28). According to the requirements of relevant laws and regulations, the company has stored the raised funds in a special account, and signed relevant supervision agreements on the raised funds with the sponsor China Securities Co.Ltd(601066) and the bank storing the raised funds.
2、 Investment projects with raised funds
According to the prospectus of Jingke Energy Co., Ltd. on initial public offering and listing on the science and innovation board, the use plan of the company’s raised funds from initial public offering is as follows:
No. project name total investment of the project (10000 yuan of the raised funds to be used) amount (10000 yuan)
1. Construction project of 7.5GW high-efficiency battery and 5GW high-efficiency electricity 562257.98 400000.00 pool 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、 The plan of using part of the over raised funds to permanently supplement the working capital
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 accumulated amount of over raised funds used by the company to permanently replenish working capital in the last 12 months does not exceed 30% of the total amount of over raised funds. 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、 Relevant commitments
The company promises that the accumulated amount of working capital used for permanent replenishment within 12 months will not exceed 30% of the total amount of over raised funds, and promises that the use of some over raised funds for permanent replenishment of 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.
5、 Review procedures and relevant opinions for implementation
On February 16, 2022, the company held 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.
The relevant deliberation procedures for the company’s use of some over raised funds to permanently supplement working capital comply with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
6、 Opinions of the sponsor
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.
(no text below)
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on permanent replenishment of working capital by Jingke Energy Co., Ltd. using some over raised funds) sponsor representative:
Chen Chang, Zhang Shiju
China Securities Co.Ltd(601066) mm / DD / yy
