Securities code: 688223 securities abbreviation: Jingke energy Announcement No.: 2022-002 Jingke Energy Co., Ltd
Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
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.
The first meeting of the 17th board of directors (hereinafter referred to as “the first meeting of the board of supervisors on the use of self raised funds”) was held on February 16, 2022 in combination with the proposal on the use of self raised funds of the company, It is agreed that the company will use the raised funds of 1114.72 million yuan to replace the self raised funds invested in the raised investment projects in advance and 978000 yuan to replace the self raised funds paid for the issuance expenses. A total of 1115.698 million yuan will be used to replace the self raised funds invested and paid in advance. The foregoing matters comply with the provisions on replacement within 6 months after the arrival of the raised funds. 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.
1、 Basic information of raised funds
According to the reply on Approving the registration of initial public offering of Jingke Energy Co., Ltd. (zjxk [2021] No. 4127) issued by China Securities Regulatory Commission, the company issued 200000 ordinary shares to the public for the first time (with a par value of RMB 1 per share) at an issue price of RMB 5.00/share, The total amount of funds raised from the issuance of shares is RMB 1000000000.00. After deducting the relevant issuance expenses of RMB 277148301.89, the net amount of funds raised is RMB 9722851698.11, and the capital verification report is issued by Tianjian Certified Public Accountants (special general partnership)
See the disclosure on the website of Shanghai Stock Exchange on January 25, 2022 (www.sse. Com. CN.) 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、 Advance investment of self raised funds into raised investment projects and payment of issuance expenses and replacement
(I) advance investment of self raised funds into projects invested by raised funds
As of January 21, 2022, the actual investment amount of the company’s investment projects invested with raised funds in advance with self raised funds is 1114.72 million yuan, as follows:
The ratio of the total investment of the sequential project self raised funds to the actual replacement amount of the total investment project name (10000 yuan) inter investment amount (10000 yuan) (10000 yuan)
Annual output of 7.5GW high
1-effect battery and 5GW 562257.98 111472.00 111472.00 19.83% high efficiency battery pack
Piece construction project
2 Haining R & D 74978.81 —
Core construction project
3. Supplementary working capital 150000.00 —
gold
Total 787236.79 111472.00 111472.00 14.16%
(II) paid issuance expenses
As of January 21, 2022, the company has paid a total of 978000 yuan of issuance expenses (excluding value-added tax) in advance with self raised funds, and plans to use the raised funds of 978000 yuan to replace the pre paid issuance expenses.
The total amount of funds raised was 1115698000 yuan.
The foregoing matters comply with the provisions on replacement within 6 months after the arrival of the raised funds.
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 respectively deliberated and adopted the proposal on using raised funds to replace self raised funds invested in advance and paid issuance expenses, It is agreed that the company will use the raised funds to replace the self raised funds of RMB 1114.72 million invested in the raised investment projects in advance and the self raised funds of RMB 978000 paid for the issuance expenses. The replacement time of raised funds is less than 6 months from the time of receipt of raised funds, and the relevant approval procedures comply with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other laws and regulations, as well as the requirements of the company’s raised funds management system. The independent directors of the company expressed clear consent to the above matters of replacement with raised funds.
5、 Description of special opinions
(I) opinions of independent directors
The independent directors believe that the use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the Listing Rules of Shanghai Stock exchange on the Kechuang board Relevant laws, regulations and normative documents such as the guidelines for self-regulation of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, as well as the articles of association and the management system of raised funds.
The use of raised funds to replace the self raised funds invested in raised investment projects in advance and paid issuance expenses 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 replacement time of the company’s raised funds is less than six months from the arrival time of the raised funds. The replacement of self raised funds invested in the raised funds investment projects in advance and paid issuance expenses does not conflict with the implementation plan of the raised funds investment projects and will not affect the normal operation of the raised funds investment projects, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. In conclusion, the independent directors of the company agree to use the raised funds to replace the self raised funds invested in advance. (II) opinions of the board of supervisors
The board of supervisors believes that the time for the replacement of the raised funds is less than six months from the time of receipt of the raised funds. The self raised funds invested in advance by the replacement of the raised funds do not conflict with the implementation plan of the investment project of the raised funds, and will not affect the normal progress of the investment project of the raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders, Comply with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, 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 the provisions of the company’s management system for raised funds. The contents and procedures are legal and compliant.
In conclusion, the board of supervisors of the company agrees to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the issuance expenses paid.
(III) assurance conclusion of accounting firm
Tianjian Certified Public Accountants (special general partnership) conducted a special audit on the actual investment of the company’s raised capital investment projects in advance, and issued the assurance report on Jingke Energy Co., Ltd. investing in raised capital investment projects in advance with self raised funds (tianjianshen [2022] No. 85).
After verification, we believe that the special instructions for pre investment of raised investment projects with self raised funds prepared by the management of Jingke energy company complies with the provisions of self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation (SZF [2022] No. 14) and relevant format guidelines, This truthfully reflects the actual situation of Jingke energy company’s pre investment in the raised investment project with self raised funds.
(IV) special verification opinions of the recommendation institution
After verification, the sponsor believes that the use of raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, Tianjian Certified Public Accountants (special general partnership) has issued a special assurance report and performed the necessary legal procedures, Moreover, the replacement time is less than 6 months from the arrival time of the raised funds, which complies with the provisions of 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 guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the contents and deliberation procedures are legal and compliant. The exchange of raised funds does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and there is no change or disguised change in the purpose of the raised funds and damage the interests of shareholders, which is in line with the interests of the company and all shareholders.
In conclusion, the sponsor agrees that Jingke Energy Co., Ltd. uses the raised funds to replace the self raised funds invested in the raised projects in advance and the paid issuance expenses.
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. Tianjian Certified Public Accountants (special general partnership) assurance report on the raised investment projects invested in advance by Jingke Energy Co., Ltd. with self raised funds (tianjianshen [2022] No. 85);
3. China Securities Co.Ltd(601066) verification opinions on the use of raised funds by Jingke Energy Co., Ltd. to replace self raised funds invested in raised projects in advance and paid issuance expenses.
It is hereby announced.
Board of directors of Jingke Energy Co., Ltd. February 17, 2022
