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
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 use of raised funds to replace self raised funds for pre invested projects and paid issuance fees. 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、 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
In order to smoothly promote the construction of raised investment projects, the company will use self raised funds to invest in the raised investment projects first according to the actual situation of the project progress before the raised funds are in place. 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:
Project name the proportion of the total self raised funds of the project investment and the actual investment and proposed replacement amount in the total investment amount (RMB 10000) (RMB 10000)
Annual output of 7.5GW high efficiency power
1 pool and 5GW high efficiency battery 562257.98 111472.00 111472.00 19.83% component construction project
2. Construction of Haining R & D center 74978.81 — project
3. Supplementary working capital 150000.00 —
Total 787236.79 111472.00 111472.00 14.16%
(II) paid issuance expenses
After deducting the recommendation and underwriting fees, the issuance expenses of the raised funds amounted to 47.1483 million yuan (excluding value-added tax). As of January 21, 2022, the company has paid a total amount of 978000 yuan (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.
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, deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and agreed to use the raised funds of 1114.72 million yuan to replace self raised funds invested in raised projects in advance Use the raised funds of 978000 yuan to replace the self raised funds that have paid the issuance expenses, and use the raised funds of 1115698000 yuan to replace the self raised funds invested and paid in advance.
(II) 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. (III) assurance by accountants
Tianjian Certified Public Accountants (special general partnership) has reviewed 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, In its opinion, the “special instructions on pre investment of raised investment projects with self raised funds” prepared by the management of Jingke energy company complies with the provisions of the 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.
5、 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.
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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 use of raised funds by Jingke Energy Co., Ltd. to replace self raised funds invested in advance and paid issuance expenses) sponsor representative:
Chen Chang, Zhang Shiju
China Securities Co.Ltd(601066) mm / DD / yy
