Sany Renewable Energy: Sany Renewable Energy's announcement on the completion of some fund-raising projects and the permanent replenishment of working capital with the surplus raised funds
DATE:  Jan 25 2025

Stock code: 688349 Stock abbreviation: Sany Renewable Energy Announcement No.: 2025-013

Sany Renewable Energy Co., Ltd

Regarding the completion of some fund-raising projects, the surplus raised funds will be permanently replenished with working capital

of the announcement

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

On January 23, 2025, Sany Renewable Energy Co., Ltd. (hereinafter referred to as "Sany Renewable Energy" or "Corporation")

The company held the 14th meeting of the second board of directors and the 12th meeting of the second board of supervisors, deliberated and passed the "Proposal on the Completion of Part of the Fund-raising Projects and the Permanent Replenishment of Liquidity with the Surplus Raised Funds", and agreed that the company will complete the fund-raising projects "Sany Xilin Gol Zero Carbon Intelligent Manufacturing Industrial Park Project" and "Sany Renewable Energy Intelligent Wind Power Equipment Manufacturing Industrial Park Construction Project", and use the surplus raised funds to permanently replenish working capital. The above matters are within the scope of the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation. The sponsor, CITIC Securities Co., Ltd., issued a clear verification opinion on this matter. The relevant information is hereby announced as follows:

First, the basic situation of the funds raised

Approved by the China Securities Regulatory Commission's "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Sany Renewable Energy Co., Ltd." (Zheng Jian Xu Xu [2022] No. 817), the company issued to the public

188,285,715 ordinary shares (A shares) with a par value of $1.00 per share at an issue price of $29.80 per share.

The total amount of funds raised in this public offering was 5610.9143 million yuan, deducting the total issuance expenses of 140.2158 million yuan (excluding VAT), and the net amount of funds raised was 5470.6986 million yuan. Ernst & Young Huaming Certified Public Accountants (Special General Partnership) verified the funds in place for the company's public issuance of new shares, and issued the "Capital Verification Report of Sany Renewable Energy Co., Ltd." (Ernst & Young Huaming [2022] Xianzi No. 61283434_G03) on June 17, 2022.

The company has adopted a special account storage system for the raised funds and set up a special account for the relevant raised funds. After the raised funds are received, they have all been deposited in the special account for the raised funds, and the raised funds have been deposited with the sponsor institution

of banks have signed a tripartite/quadripartite regulatory agreement on the proceeds. For details, please refer to the Phi dated June 22, 2022

The "Announcement on the Listing of Sany Renewable Energy Co., Ltd.'s Initial Public Offering of Shares on the Science and Technology Innovation Board" published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

2. The investment project of the raised funds

1. According to the company's "Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board", the total amount of funds raised in this issuance will be invested in the construction of the following projects after deducting the issuance expenses:

Serial No. Project Name Implementing Entity Total Investment Proposed Use of Raised Funds

(10,000 yuan) Amount (10,000 yuan)

1 New product and new technology development project Sany Renewable Energy 117,389.57 117,389.57

2 New production line of large megawatt wind turbine Sany Renewable Energy 38,690.17 38,690.17

project

3 Production line upgrading project Beijing Sany Intelligent Power 15,507.51 15,507.51

Machine Co., Ltd

4 Wind turbine aftermarket process technology research and development project Sany Renewable Energy 15,087.89 15,087.89

eye

5 Construction of Sanyijiakou Wind Power Industrial Park Sanyijiakou Wind Power 51,260.00 16,504.00

Project Technology Ltd

6 Replenishment of liquidity Sany Renewable Energy 100,000.00 100,000.00

Total 337,935.14 303,179.14

The actual net amount of funds raised by the company's initial public offering of shares was 5470.6986 million yuan, of which the over-raised funds were 2438.9072 million yuan.

2. On December 14, 2022, the company held the 36th meeting of the first board of directors

The 28th meeting of the Board of Supervisors held the 4th Extraordinary General Meeting of Shareholders in 2022 on December 30, 2022

Based on the company's strategic layout considerations, it was agreed to change the new large megawatt wind turbine production line project to Chenzhou Sany Intelligent Manufacturing Industrial Park project, and agreed to increase capital to the new project implementation entity to implement the fund-raising project.

On August 29, 2023, the company held the 45th meeting of the first board of directors and the first session of the board of directors

The 37th meeting of the Board of Directors, the 2nd Extraordinary General Meeting of Shareholders in 2023 was held on September 14, 2023,

Reviewed and approved the "Proposal on Changing Part of the Fund-raising Projects, Using Over-raised Funds to Increase the Investment Amount and Increasing the Capital of Wholly-owned Subsidiaries to Implement Fund-raising Projects" and "On Using Part of the Over-raised Funds to Invest in the Construction of New Projects and Investing in Wholly-owned Subsidiaries to Wholly-owned Shareholders".

Based on the company's strategic layout considerations, it was agreed to change the construction project of Sanyi Jiakou Wind Power Industrial Park to the construction project of Sany Renewable Energy Intelligent Wind Power Equipment Manufacturing Industrial Park, and at the same time use part of the over-raised funds of 234.96 million yuan to increase the investment; Agreed to use 508 million yuan of over-raised funds to invest in the construction of the first phase of the construction project of Sany Bayannur Zero Carbon Industrial Park.

The company held the fifth meeting of the second board of directors and the second board of supervisors on April 29, 2024

The fourth meeting, the 2023 Annual General Meeting of Shareholders was held on May 20, 2024, to deliberate and approve the "About

Based on the company's strategic layout considerations, it was agreed that a total of 291.7324 million yuan of unused raised funds (including the net amount of accumulated bank deposit interest received after deducting bank charges, etc., and the actual amount transferred out is subject to the balance of the special account for raised funds on the day of transfer) will be used to invest in the construction of Sany Xilin Gol Zero Carbon Intelligent Manufacturing Industrial Park Project.

In summary, the existing raised funds and over-raised funds are invested in the following projects:

Total investment Proposed use of the funds raised

Serial Number Category Project Name Implementing Entity (10,000 yuan) Total amount

(10,000 yuan)

1 Fundraising projects New products and new technologies Sany Renewable Energy 117,389.57 117,389.57

development project

Chenzhou Sany Intelligent Manufacturing Sany Renewable Energy Equipment

2 Fund-raising projects Industrial Park Project (Chenzhou) Co., Ltd. 101,000.00 38,690.17

firm

Sany Xilin Gol Zero Carbon Sany (Xilin Guo

3 Fund-raising projects Intelligent Manufacturing Industrial Park Project Le) Wind Power Equipment 100,000.00 29,173.24

Ltd

Sany Renewable Energy Intelligent Wind Power Sany (Bari

4 Fund-raising projects Equipment Manufacturing Industrial Park Jiankun) Wind power equipment 78,687.00 40,000.00

Set up a project limited company

5 Fund-raising projects Replenishment of liquidity Sany Renewable Energy 100,000.00 100,000.00

Sany Bayannur Zero Carbon Sany (Bayannao

6 Over-raised projects Industrial Park Phase I Construction Project) Wind power equipment 98,075.00 50,800.00

Purpose Limited

Note 1. Sany Renewable Energy Intelligent Wind Power Equipment Manufacturing Industrial Park Construction Project, with a total investment of 78,687.00 yuan, will be used

The original fund-raising project "Sanyi Jiakou Wind Power Industrial Park Construction Project" plans to invest 165.04 million yuan of raised funds for this project, and at the same time use part of the over-raised funds of 234.96 million yuan to increase the investment amount, a total of 40,000 yuan of raised funds for this project.

2. The company held the seventh meeting of the second board of directors and the sixth meeting of the second board of supervisors on July 29, 2024.

Reviewed and approved the "Proposal on the Completion of Part of the Fund-raising Projects and the Permanent Replenishment of Liquidity with the Surplus Raised Funds", and agreed to conclude the fund-raising project "Chenzhou Sany Intelligent Manufacturing Industrial Park Project", and use the surplus raised funds to permanently replenish working capital.

3. The use of funds and savings of the fund-raising project at the end of the project

The company's fundraising and investment projects include the "Sany Xilin Gol Zero Carbon Intelligent Manufacturing Industrial Park Project" and the "Sany Renewable Energy Intelligent Wind Power Equipment Manufacturing Industrial Park Construction Project", both of which have reached the predetermined state of use and met the conditions for completion. As of the disclosure date of this announcement, the specific use and savings of the fundraising projects closed this time are as follows:

Unit: 10,000 yuan

It is proposed to use the raised funds to accumulate the interest and financial income that has been invested in the raised funds and the raised funds are expected to be saved

Project Name Amount of Funds (A) Amount of Funds Raised Net Balance after deducting handling fees (D=A-

(B) Amount(C) B+ C)

Sany Xilin Gol zero

Carbon Intelligent Manufacturing Industrial Park 29,190.07 27,278.48 131.95 2,043.55

eye

Sany Renewable Energy Intelligent Wind

Electrical equipment manufacturing industry 40,000.00 33,264.74 887.51 7,622.77

Park construction project

Note 1.The company held the fifth meeting of the second board of directors and the fourth meeting of the second board of supervisors on April 29, 2024

The company intends to use a total of 291.7324 million yuan of unused raised funds from the original fund-raising project fan aftermarket technology research and development project and production line upgrading project (including the net amount of accumulated bank deposit interest received after deducting bank charges, etc., and the actual amount transferred out is subject to the balance of the special account for raised funds on the day of transfer) for the new project "Sany Xilin Gol Zero Carbon Intelligent Manufacturing Industrial Park Project".

The company held the 2023 annual general meeting of shareholders on May 20, 2024 to deliberate and approve the above proposals, and the general meeting of shareholders deliberated and approved

The actual amount transferred out was 291.9007 million yuan.

2. "Net amount of interest and wealth management income after deducting handling fees" refers to the net amount of bank deposit interest received so far after deducting bank charges and cash management wealth management income, and the actual amount is subject to the balance of the special account on the day of fund transfer.

3. "The estimated savings amount of the raised funds" shall be subject to the balance of the special account on the day of the transfer of funds, including the final payment of the engineering construction contract, the final payment of the equipment, the warranty of the engineering construction contract, the warranty of the equipment procurement contract, etc., after all the surplus funds raised are transferred out, the pending payment of the follow-up project will be paid with its own funds.

4. If there is any difference in the mantissa of the numbers in the above table, it is caused by rounding.

The above-mentioned fundraising projects have all been accepted, and there are still some contract balances to be paid. Due to the long payment cycle of the remaining contract balance, in order to improve the efficiency of the use of raised funds, the company intends to close the fund-raising project and permanently replenish the liquidity with the surplus raised funds.

Fourth, the main reason for the savings of the funds raised by the closing fundraising project

1. The above-mentioned projects have not yet paid the final payment of the engineering construction contract, the final payment of the equipment, the warranty of the engineering construction contract, the warranty of the equipment procurement contract, etc., and the payment of the final payment of the contract has not been paid when the project construction is completed.

2. In order to improve the efficiency of the use of raised funds, under the premise of ensuring that the construction of fund-raising projects and the safety of raised funds are not affected, the company uses part of the temporarily idle raised funds for cash management, and obtains certain cash management benefits. At the same time, a certain amount of interest income was generated during the deposit of the raised funds.

In view of this, in order to improve the efficiency of the use of raised funds and avoid long-term idleness of funds, the company intends to supplement the working capital with the surplus amount for the company's daily production and operation. The company promises that before the completion of the implementation of the permanent replenishment of liquidity for the above-mentioned projects, the balance of the fund-raising project will continue to be paid with the balance of the raised funds account; After the completion of the implementation of the above-mentioned permanent supplementary liquidity, the remaining balance of the fundraising project will be paid by its own funds.

5. The plan for the use of the surplus funds raised

In view of the long payment period of the remaining balance to be paid in the above-mentioned fund-raising projects, in order to maximize the benefits of the use of funds, the company plans to transfer a total of 96.6632 million yuan of surplus raised funds (the actual amount is subject to the balance of the special account on the day of fund transfer) to the company's general bank account to permanently replenish the working capital for the company's daily production and operation. Before the completion of the implementation of the permanent replenishment of liquidity for the above-mentioned projects, the balance of the fund-raising project will continue to be paid with the balance of the fund-raising account; After the completion of the implementation of the above-mentioned permanent supplementary liquidity, the remaining balance of the fundraising project will be paid by its own funds.

After the surplus raised funds are transferred out, the above-mentioned corresponding special account for raised funds will no longer be used, and the company will go through the procedures for closing the account, and the supervision agreement on the special account for raising funds signed by the company and the implementation entity of the fund-raising project and the sponsor institution and the bank opening the special account for raising funds will be terminated accordingly.

6. Explanation of special opinions

(1) Opinions of the Board of Supervisors

The board of supervisors believes that the company's completion of some fund-raising projects and permanent replenishment of liquidity with the surplus raised funds is conducive to improving the efficiency of the use of raised funds, in line with the interests of the company and all shareholders, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders. The decision-making and approval procedures for this matter are in accordance with the provisions of laws and regulations, normative documents and the Company's Measures for the Management and Administration of Raised Funds in the Self-Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation.

(2) Special meeting of independent directors

The independent directors believe that the completion of part of the fund-raising project and the permanent replenishment of liquidity with the surplus raised funds is a prudent decision made by the company in combination with the actual situation of production and operation and the use of raised funds, in line with the principle of being responsible for the interests of shareholders and the interests of the company, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and will not have a significant impact on the company's production and operation, which is in line with the interests of the company and all shareholders; The decision-making process complies with the relevant provisions of the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Company's Management System for Raised Funds. The independent directors unanimously agreed to the proposal and agreed to submit the proposal to the Board of Directors for consideration.

(3) The sponsor's verification opinions

After verification, CITIC Securities Co., Ltd. believes that the completion of the initial public offering of shares of Sany Renewable Energy and the surplus raised funds will permanently supplement the working capital for the company's daily production and operation, the matter has been reviewed and approved by the 14th meeting of the second board of directors and the 12th meeting of the second board of supervisors, and the independent directors have convened a special meeting of independent directors to deliberate and approve the proposal, and the matter does not need to be submitted to the company's general meeting of shareholders for deliberation, in line with the "Administrative Measures for the Sponsorship Business of Securities Issuance and Listing" Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies. The sponsor has no objection to the completion of the initial public offering of shares of Sany Renewable Energy and the permanent replenishment of liquidity with the surplus raised funds.

The announcement is hereby made.

Board of Directors of Sany Renewable Energy Co., Ltd

January 25, 2025

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