China Securities Co.Ltd(601066) verification opinions on the bank acceptance bill issued by Jingke Energy Co., Ltd. to pay for the raised investment project by opening the raised fund margin account
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 payment of raised investment projects by issuing bank acceptance bills by opening a raised funds margin account. 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、 The basic information and operation process of issuing bank acceptance bills to pay the funds of raised investment projects by opening the margin account of raised funds
In order to improve the efficiency of fund use, reasonably improve the payment method of raised funds for investment projects and reduce the cost of fund use, in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the relevant provisions of the management system of raised funds of Jingke Energy Co., Ltd., without affecting the normal progress of the investment plan of raised funds, During the implementation of the raised investment project, apply for issuing bank acceptance bills by opening the raised fund margin account to pay some materials, equipment, projects and other funds involved in the raised investment project. The specific operation process is as follows:
1. The application, approval, payment and other procedures required for the use of bank acceptance bills to pay the funds of raised investment projects must comply with the relevant provisions of the raised funds management system of Jingke Energy Co., Ltd.
2. The finance department shall establish a special account, count the funds of raised investment projects paid by bank acceptance bills one by one, prepare a summary statement on a monthly basis, and regularly copy it to the recommendation institution.
3. If a bank acceptance bill is issued to pay the fund of the raised investment project, the deposit of the bank acceptance bill shall be paid with the raised funds, and shall be stored in the deposit account of the raised funds opened by the bank in the form of the deposit of the bank acceptance bill. After the corresponding funds are transferred out of the special account for raised funds, the recommendation institution shall be notified in time by email or in writing.
4. The special account bank for raised funds shall issue bank acceptance bills with the bank acceptance bill margin in the raised funds margin account, which shall be used to pay the funds for relevant materials, equipment and projects of the raised investment project.
5. After the maturity of the bank acceptance bill, the deposit of the bank acceptance bill and its interest will be directly used to honor the due bank acceptance bill funds, and the remaining insufficient payment will be directly paid with the raised funds in the special account for raised funds.
6. Before the cancellation of the margin account of raised funds, if there is a balance of principal and interest, it shall be transferred to the special account of raised funds in time.
7. The recommendation institution and the recommendation representative shall supervise the company's issuance of bank acceptance bills to pay the funds raised for investment projects by opening the raised funds margin account. The recommendation institution has the right to take on-site inspection, written inquiry and other means to supervise the company's issuance of bank acceptance bills to pay the funds raised for investment projects. The company, the relevant implementation entities of raised investment projects and the special account bank of raised funds shall cooperate with the investigation and inquiry of the recommendation institution.
3、 Impact on the company
By opening the margin account of raised funds and issuing bank acceptance bills to pay for the investment projects of raised funds, it is conducive to improve the use efficiency of raised funds and reduce the use cost of funds, which is in line with the interests of the company and shareholders. There is no situation of changing the investment direction of raised funds and damaging the interests of shareholders.
4、 Review procedures and Implementation Opinions
(I) deliberations of the board of directors and the board of supervisors
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, and deliberated and adopted the proposal on issuing bank acceptance bills to pay the funds of raised investment projects by opening the margin account of raised funds, It is agreed that the company will use the bank acceptance bill issued by the raised funds margin account to pay the funds involved in the raised investment project, which will help improve the use efficiency of the raised funds and reduce the financial cost of the company, will not affect the normal implementation of the raised investment project of the company, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders.
(II) opinions of independent directors
The independent directors believe that: the company's issuing of bank acceptance bills to pay for the raised investment projects by opening the raised funds margin account is conducive to improving the use efficiency of the raised funds, and the company has formulated specific operation procedures for issuing bank acceptance bills to pay for the raised investment projects by opening the raised funds margin account, which will not affect the normal implementation of the raised investment projects of the company, There is no disguised change in the investment direction of the raised funds, which is in line with the interests of the company and shareholders, and in line 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 the 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.
To sum up, the independent directors of the company agree that the company will issue bank acceptance bills to pay for the raised investment projects by opening the raised fund margin account.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: the company issues bank acceptance bills to pay for the investment projects of raised funds by opening the margin account of raised funds, which is conducive to improving the efficiency of fund use and reducing the cost of fund use. This matter has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors of the company have expressed their explicit consent, The necessary decision-making procedures have been performed. The company has formulated specific operating procedures to ensure that bank acceptance bills are used for raised investment projects. The sponsor will supervise the actual operation process of this matter and urge Jingke energy to strengthen the management of the use of raised funds.
To sum up, the sponsor agrees that Jingke Energy Co., Ltd. will issue bank acceptance bills to pay for the raised investment projects by opening the raised fund margin account.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on the bank acceptance bill issued by Jingke Energy Co., Ltd. to pay for the raised investment project by opening the raised fund margin account) sponsor representative:
Chen Chang, Zhang Shiju
China Securities Co.Ltd(601066) mm / DD / yy
