Verification report on the use of the previously raised funds
Zhong Hui Hui Hui Jian [2022] No. 4454 Shanghai Nenghui Technology Co.Ltd(301046) all shareholders:
We have verified the attached report on the use of the previously raised funds prepared by the management of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as Shanghai Nenghui Technology Co.Ltd(301046) company) as of March 31, 2022.
1、 Restrictions on the users and purposes of the report
This assurance report is only for use when Shanghai Nenghui Technology Co.Ltd(301046) company applies to China Securities Regulatory Commission and Shenzhen stock exchange for issuing convertible corporate bonds, and shall not be used for any other purpose. We agree that this assurance report, as a necessary document for Shanghai Nenghui Technology Co.Ltd(301046) company to issue convertible corporate bonds, shall be submitted together with other application materials.
2、 Responsibilities of management
Shanghai Nenghui Technology Co.Ltd(301046) the management of the company is responsible for providing true, legal and complete relevant materials, preparing the report on the use of the previously raised funds in accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and ensuring that the content of the report on the use of the previously raised funds is true, accurate and complete, There are no false records, misleading statements or major omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to put forward the assurance conclusion on the report on the use of the previously raised funds prepared by the management of Shanghai Nenghui Technology Co.Ltd(301046) company on the basis of the implementation of the assurance work.
4、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the assurance process, we have implemented audit procedures that we consider necessary, including understanding, inspection and verification. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the report on the use of the previously raised funds prepared by the management of Shanghai Nenghui Technology Co.Ltd(301046) company complies with the provisions on the report on the use of the previously raised funds issued by China Securities Regulatory Commission and truthfully reflects the use of the previously raised funds of Shanghai Nenghui Technology Co.Ltd(301046) company as of March 31, 2022. Zhonghui Certified Public Accountants (special general partnership) Chinese certified public accountant:
Hangzhou, China Certified Public Accountant:
Report date: May 19, 2022
Shanghai Nenghui Technology Co.Ltd(301046)
Report on the use of the previously raised funds
According to the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) issued by the China Securities Regulatory Commission, Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company” or “the company”) has prepared the report on the use of previously raised funds as of March 31, 2022 (hereinafter referred to as the deadline):
1、 Basic information of previously raised funds
（1） Availability of funds raised last time
With the approval of zjxk [2021] No. 2256 document of China Securities Regulatory Commission, Minsheng Securities Co., Ltd., the lead underwriter, has publicly issued 37.37 million RMB common shares (A shares) to the public through your system by means of offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market, The issue price is 8.34 yuan per share, and the total amount of funds raised is 31166580000 yuan. According to the underwriting and recommendation agreement signed between the company and the lead underwriter and the listed sponsor Rensheng Securities Co., Ltd., the company pays the underwriting fee and recommendation fee of Minsheng Securities Co., Ltd. RMB 4500000000 (excluding tax); The company has paid the recommendation fee of RMB 100000000 (excluding tax) with its own funds in August 2020, and the remaining underwriting fee and recommendation fee payable are RMB 4400000000 (excluding tax); The balance of the company’s raised funds after deducting the remaining underwriting fees and recommendation fees payable was 26766580000 yuan, which was deposited into the company’s raised funds supervision account China Citic Bank Corporation Limited(601998) Shanghai Branch Huaihai Road sub branch 8110201014001338110 bank account on August 12, 2021. In addition, after deducting the accumulated 2506925486 yuan and other relevant issuance expenses (excluding tax) of the company, the net amount of raised funds is 24159654514 yuan. The availability of the above raised funds has been verified by Zhonghui Certified Public Accountants (special general partnership), which issued the capital verification report (Zhonghui kuaiyan [2021] No. 6538) on August 12, 2021.
（2） Deposit of the previously raised funds in the special account
As of March 31, 2022, the storage of the previously raised funds is as follows:
Initial deposit amount of deposit bank account No. as of March 2022 remarks
31 day storage balance
China Citic Bank Corporation Limited(601998) Shang 81102010140013381102676658 Csg Holding Co.Ltd(000012) 429280426-
Shanghai Branch
China Merchants Bank Co.Ltd(600036) upper 121909465910618 – 2528654049-
Hailianyang sub branch
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 1001281219007064496 – 216457995-
Shanghai Pudong Development Zone sub branch
Total – 26766580 China National Complete Plant Import And Export Co.Ltd(000151) 74392470
As of March 31, 2022, the details of the use and balance of the company’s previously raised funds are as follows:
Project amount (yuan) Total amount of raised funds 31166580000 less: paid issuance expenses 5857868876 less: amount directly invested in projects invested with raised funds 10398818219 plus: interest income The net amount of wealth management income after deducting handling charges was 264499565, and the balance of raised funds on March 31, 2022 was 15174392470
Including: balance of special account for deposited raised funds 15174392470
2、 Actual use of previously raised funds
The use of the company’s previously raised funds is detailed in Annex 1 comparison table of the use of previously raised funds of this report.
3、 Change of previous raised funds
（1） Changes in the actual investment projects of the previously raised funds
There is no change in the actual investment project of the previously raised funds.
（2） Adjust the amount of raised funds to be invested in the investment project with raised funds
On August 26, 2021, the company held the 17th meeting of the second board of directors and the 8th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the amount of raised funds to be invested in the investment projects of raised funds respectively, and agreed that the company would adjust the total investment of the investment projects of raised funds according to the net amount of funds actually raised from the initial public offering of shares, The details are as follows: unit: RMB 10000
The investment project plans to invest the raised funds before the adjustment of the investment amount, and the raised funds after the adjustment
Amount amount
1. Comprehensive business capacity improvement construction project 160917516091751107546
2. R & D center construction project 788632788632308419
3. Supplementary working capital project 10 Ping An Bank Co.Ltd(000001) 0 Ping An Bank Co.Ltd(000001) 000000
Total 33978072415965
4、 Description of the transfer and replacement of projects invested in the previous raised funds
The company held the 19th meeting of the second board of directors and the 10th meeting of the second board of supervisors on October 27, 2021, deliberated and adopted the proposal on using bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in equal amount, and agreed that the company should use bank acceptance bills to pay the purchase funds of equipment and materials and project funds required for the raised investment projects according to the actual situation during the implementation of the raised investment projects, And replace it with the raised funds in equal amount. The independent directors and the recommendation institution of the company have expressed their consent on this matter. As of March 31, 2022, the amount transferred from the special account for raised funds to the self owned fund account for investment projects with raised funds is RMB 0.
5、 Benefits achieved by the investment projects with the previously raised funds
（1） Comparative description of the benefits achieved by the investment projects with the previously raised funds
See Annex 2 of this report for the comparison table of the benefits achieved by the investment projects with the previously raised funds.
（2） Description of the situation that the benefits of the investment project with the previously raised funds cannot be calculated separately
The R & D center construction project does not directly generate profits and cannot be evaluated separately. The implementation of the project will further enhance the company’s overall R & D capacity in distributed new energy fields such as microgrid, energy storage and energy Internet, improve the level of key technologies and new business development, enhance the company’s independent innovation ability, and support the company’s subsequent rapid development.
The supplementary working capital project does not directly generate profits and cannot be evaluated separately. By replenishing working capital, the company’s financial strength will be significantly enhanced. With the increase of working capital of main business, the company’s business scale will be further expanded, laying a solid foundation for the company’s future expansion of market share and development.
（3） Description of the difference between the accumulated realized income and the promised accumulated income of the investment project with the previously raised funds
There is no case that the cumulative realized income of the investment project with the previously raised funds is less than 20% (including 20%) of the commitment.
6、 Description of the operation of relevant assets involving the subscription of shares with assets in the previous issuance
There is no case that the previously raised funds involve the subscription of shares with assets.
7、 Description of idle raised funds
Use of idle raised funds for cash management
The company held the 18th meeting of the second board of directors and the 9th meeting of the second board of supervisors on September 3, 2021, and the third extraordinary general meeting of shareholders in 2021 on September 22, 2021. The proposal on using some idle raised funds for cash management was deliberated and adopted respectively, and the company agreed that the company would not affect the construction of investment projects with raised funds and the normal operation of the company, The idle raised funds of no more than RMB 22 million shall be used for cash management, and the service life shall be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the above limit, the funds for cash management can be used on a rolling basis. The products invested in cash management mainly include time deposits, structured deposits, call deposits, principal guaranteed financial management, etc. As of March 31, 2022, the company’s cash management with idle raised funds is as follows (unit: RMB 10000):
Name of financial institution product name
