Citic Securities Company Limited(600030)
About Eve Energy Co.Ltd(300014)
Verification opinions on temporarily replenishing working capital with some idle raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Eve Energy Co.Ltd(300014) (hereinafter referred to as ” Eve Energy Co.Ltd(300014) ” and “the company”) to issue A-Shares to specific objects, According to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, 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, Eve Energy Co.Ltd(300014) this time used some idle raised funds to temporarily supplement working capital, and issued the following verification opinions:
1、 Basic information of raised funds
The total amount of shares to be issued to the specific object of the CSRC (including the approval of the CSRC for the issuance of ordinary shares of RMB 44099961) (excluding the approval of the CSRC) is RMB 99961999; for the issuance of shares to the specific object of the CSRC, The net amount of funds actually raised was 247685682872 yuan. The availability of the above raised funds has been verified by Rongcheng Certified Public Accountants (special general partnership) and a capital verification report (Rongcheng Yan Zi [2020] No. 201z0027) has been issued. 2、 Use of raised funds
According to the company’s plan for non-public development of A-share shares, the investment projects and use plans of the raised funds are as follows:
Unit: 10000 yuan
No. the investment amount of the project invested by the raised funds is to be used
Fund amount
1 bean lithium ion battery project for TWS application 1162152510500000
2 high temperature lithium manganese battery for tire pressure test and Internet of things 33302773000000
project
3. Mass production research and test center project of ternary square power battery 58883054500000
4. Supplementary working capital 70 Shenzhen Quanxinhao Co.Ltd(000007) 000000
Total 2784010725000000
On November 10, 2020, the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors respectively deliberated and adopted the proposal on adjusting the amount and validity period of cash management using some temporarily idle raised funds and self owned funds, It is agreed that the company and its subsidiaries use the idle raised funds with a limit of no more than RMB 180 million for cash management, and the service life shall not exceed 12 months from the date when the proposal is considered and approved by the board of directors. As of November 10, 2021, all the financial products purchased by the company and its subsidiaries with some idle funds have been redeemed.
On November 10, 2020, the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors respectively deliberated and adopted the proposal on using bank acceptance bills to pay the funds required for investment projects with raised funds and replace them with the raised funds in the same amount, It is agreed that the company will use the bank acceptance bill to pay the relevant funds of the raised investment project during the implementation of the raised capital investment project, and replace the raised capital with the same amount.
On December 9, 2020, the 18th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors respectively deliberated and adopted the proposal on using the raised funds to replace the self raised funds of the projects invested with raised funds in advance, and agreed to use the raised funds of 17913893918 yuan to replace the self raised funds of the projects invested with raised funds in advance.
On December 9, 2020, the 18th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors respectively deliberated and adopted the proposal on using the raised funds to increase capital to subsidiaries and provide loans for the implementation of raised investment projects, It is agreed that the company will use the raised funds of 45 million yuan to provide loans to its subsidiary Hubei Yiwei Power Co., Ltd. (hereinafter referred to as “Yiwei power”) for the implementation of the “three yuan square power battery mass production research and test center project”. As of January 25, 2021, the company has provided a loan of 115 million yuan to Yiwei power.
On January 25, 2021, the 20th meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors respectively considered and approved the proposal on adjusting the scheme of providing loans to subsidiaries and increasing capital to subsidiaries with raised funds for the implementation of raised investment projects, and agreed that the company would no longer provide loans to Yiwei power, And take the above loan creditor’s rights (including principal and interest) enjoyed by Yiwei power as capital contribution; At the same time, the raised capital of 335 million yuan and its interest income are used to increase the capital of Yiwei power, It is used to implement the “ternary square power battery mass production research and test center project” (the actual capital increase amount is subject to the loan creditor’s rights enjoyed by the company on that day and the balance of the special account for raising funds of China Construction Bank Corporation(601939) Huizhou Development Zone sub branch (440501718644 Shenzhen Kaifa Technology Co.Ltd(000021) 32) after deducting the handling fee, which is fully included in the paid in capital of Yiwei power).
On March 10, 2021, the 24th Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors respectively deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company and its subsidiaries use the previous idle raised funds and this idle raised funds of no more than RMB 1 million to temporarily supplement working capital, The service life shall be no more than 12 months from the date of deliberation and approval by the board of directors.
During the above authorization period, the company used 839335000 yuan of idle raised funds to temporarily supplement working capital. As of March 4, 2022, the company has returned 839335 million yuan of raised funds for temporary replenishment of working capital to the special account for raised funds of the company / subsidiaries.
As of February 28, 2022, the company and its subsidiaries have used a total of 1117788 million yuan of funds raised this time (including the part invested in advance in the early stage of replacement).
3、 The plan of temporarily replenishing working capital with some idle raised funds this time
In order to improve the use efficiency of the raised funds and meet the daily operating capital needs of the company and its subsidiaries, the company and its subsidiaries intend to use idle raised funds of no more than RMB 1 million to temporarily supplement working capital on the premise of ensuring the capital needs of the construction of the raised funds investment projects and the normal progress of the raised funds investment plan, The service life is no more than 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds of the company / subsidiary at the expiration of the term.
4、 Other instructions for temporarily replenishing working capital with some idle raised funds this time
The company and its subsidiaries use idle raised funds to supplement working capital temporarily this time, which is limited to the daily operation related to the main business. It is not used for the placement and purchase of new shares through direct or indirect arrangements, or for the transaction of stocks and their derivatives, convertible corporate bonds, etc., and there is no behavior of changing the investment direction of raised funds in a disguised manner. The company and its subsidiaries will do a good job in the storage, management and use of raised funds in strict accordance with the relevant provisions of the measures for the use and management of raised funds.
5、 The rationality and necessity of temporarily replenishing working capital with some idle raised funds this time
Based on the investment progress of the company and its subsidiaries’ investment projects with raised funds this time, it needs to be invested gradually by stages and projects. The raised funds that have not been put into use as planned may be temporarily idle. With the continuous growth of business scale and operating income, the company’s demand for working capital also expands. Combined with the production and operation needs and financial situation, the company and its subsidiaries plan to use some idle raised funds of no more than RMB 1 million to temporarily supplement working capital, and the service life is no more than 12 months from the date of deliberation and approval by the board of directors. Through the temporary replenishment of working capital with some idle raised funds, it is expected that the company can save up to 37 million yuan of potential interest expenditure (calculated according to the current one-year quotation interest rate (LPR) of the loan market of 3.70%), which can improve the use efficiency of raised funds, meet the needs of daily working capital for production and operation, and meet the development requirements of the company.
6、 Relevant review and approval procedures
1. Deliberations of the board of directors
The 45th meeting of the 5th board of directors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company and its subsidiaries, on the premise of ensuring the capital demand for the construction of investment projects with raised funds and the normal progress of investment plans with raised funds, The idle raised funds of no more than RMB 1 million shall be used to supplement the working capital temporarily. The service life shall be no more than 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds of the company / subsidiary at the expiration.
2. Deliberation of the board of supervisors
The 38th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, The board of supervisors believes that the decision-making procedures and contents of the company and its subsidiaries for using some temporarily idle raised funds to temporarily supplement working capital comply 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, There are no circumstances that affect the normal development of the investment plan of the raised funds or change the investment direction of the raised funds in a disguised form; And help to improve the efficiency of the use of raised funds and alleviate the demand pressure of working capital, which is in line with the interests of the company and shareholders.
3. Opinions of independent directors
The company and its subsidiaries used some idle raised funds to temporarily supplement working capital, fulfilled the necessary approval procedures, and complied 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; It also helps to improve the use efficiency of raised funds and reduce financial costs. There is no change or disguised change in the purpose of raised funds, does not affect the normal progress of the investment plan of raised funds, and does not damage the interests of the company and minority shareholders. The independent directors unanimously agree that the company and its subsidiaries shall use part of the idle raised funds of no more than 1 million yuan to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
7、 Verification opinions of the recommendation institution
As the sponsor of Eve Energy Co.Ltd(300014) after verification, Citic Securities Company Limited(600030) believes that:
The use of idle raised funds to supplement working capital this time can meet the needs of working capital for the expansion of production and operation scale of the company and its subsidiaries, save financial expenses, improve the use efficiency of raised funds and meet the interests of all shareholders. The company and its subsidiaries use idle raised funds to supplement working capital temporarily this time, which is limited to the daily operation related to the main business. It is not used for the placement and purchase of new shares through direct or indirect arrangements, or for the transaction of stocks and their derivatives, convertible corporate bonds, etc., and there is no behavior of changing the investment direction of raised funds in a disguised manner. The use of idle raised funds this time does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the investment project with raised funds, and does not harm the interests of shareholders.
In conclusion, the recommendation institution has no objection to Eve Energy Co.Ltd(300014) using some idle raised funds to temporarily supplement working capital.
(no text below)
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) on Eve Energy Co.Ltd(300014) using some idle raised funds to temporarily supplement working capital) sponsor representative:
Hu Zhengyuan MM DD YY Shi Songxiang MM DD YY Citic Securities Company Limited(600030) MM DD YY
