Hoymiles shares: CITIC Securities Co., Ltd.'s verification opinion on Hangzhou Hoymiles Power Electronics Co., Ltd.'s use of part of the over-raised funds to permanently replenish liquidity
DATE:  Mar 19 2025

About Hangzhou Hoymiles Power Electronics Co., Ltd

Verification opinions on the use of part of the over-raised funds to permanently replenish liquidity

CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities", "Sponsor") is the sponsor of the initial public offering and listing of Hangzhou Hoymiles Power Electronics Co., Ltd. (hereinafter referred to as the "Company", "Hoymiles Shares"). In accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation), the 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, etc., Hoymiles has conducted a prudent review on the use of part of the over-raised funds to permanently replenish liquidity. The verification situation and verification opinions are as follows:

First, the basic situation of the funds raised

According to the "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Hangzhou Hoymiles Power Electronics Co., Ltd." issued by the China Securities Regulatory Commission on November 9, 2021 (Zheng Jian Xu Xu [2021] No. 3569), the company was approved to issue 10 million shares to the public at an issue price of RMB 557.80 per share, raising a total of RMB 557,800.00, and after deducting the issuance expenses, the actual net amount of funds raised was 540. 6.3839 million yuan, the above-mentioned raised funds have all been in place. Tianjian Certified Public Accountants (Special General Partnership) verified the funds raised by the company's public offering of new shares and issued the "Capital Verification Report" (Tianjian Yan [2021] No. 742).

In accordance with relevant regulations, the company has carried out special account storage management of raised funds, and signed a tripartite supervision agreement on raised funds with the sponsor institution and the bank supervising the special account for raised funds.

2. The investment project of the raised funds

(1) The use of raised funds

According to the company's "Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board", "Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Using Part of the Over-raised Funds to Permanently Replenish Liquidity" (Announcement No.: 2022-031), "Hangzhou Hoymiles Power Electronics Co., Ltd. on the Use of Part of the Over-raised Funds and Own Funds

Announcement of the Golden Auction of Industrial Plants under Construction (Announcement No.: 2022-038), Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Using Part of the Over-raised Funds to Continue the Construction of Industrial Plants Under Construction (Announcement No.: 2022-059), Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Using Part of the Over-raised Funds to Permanently Replenish Liquidity (Announcement No.: 2023-036), Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on the Use of Part of the Over-raised Funds to Acquire 100% Equity of Hangzhou Hangkai Lvxing Environment Co., Ltd. and Related Party Transactions (Announcement No.: 2023-005), Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Adjusting the Implementation Subject, Location and Postponement of Some Fund-raising Projects (Announcement No.: 2023-043), Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Connected Transactions on Equity Transfer of Wholly-owned Subsidiaries and Change of Fund-raising Projects(Announcement No.: 2023-045) and the "Announcement on the Use of Part of the Over-raised Funds to Permanently Replenish Liquidity" (Announcement No.: 2024-066), the funds raised from the company's initial public offering of RMB ordinary shares (A shares) will be used for the following items after deducting the issuance expenses:

Unit: RMB 10,000 yuan

Serial No. Raised Funds Investment Project Total Investment Amount Amount of Raised Funds to be Used

1 Hoymiles Intelligent Manufacturing Base Construction Project 25,756.22 16,670.27

2 Energy storage inverter industrialization project 8,877.10 8,877.10

3 Energy Storage System Integration Intelligent Manufacturing Base Project 20,300.00 7,210.16

(Phase 1)

4 Replenishment of liquidity 23,085.95 23,085.95

5 Over-raised funds to supplement liquidity 160,000.00 160,000.00

6 Hengming Electronic Industrial Plant Construction Project 62,400.00 62,400.00

7 Acquisition and continuation of Lvxing Environment 5,500.00 5,500.00

Total 305,919.27 283,743.48

(2) The use of excess raised funds

On July 15, 2022, the company held the 17th meeting of the first board of directors and the 15th meeting of the first board of supervisors, and deliberated and passed the "Proposal on Using Part of the Over-raised Funds to Permanently Replenish Liquidity", and agreed that the company should use 40,000 yuan of over-raised funds for permanent replenishment of liquidity, and the over-raised funds to be used for permanent replenishment of liquidity accounted for 8.25% of the total over-raised funds. For details, please refer to the "Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Using Part of the Over-raised Funds to Permanently Replenish Liquidity" (Announcement No.: 2022-031) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on July 16, 2022.

On September 19, 2022, the company held the 19th meeting of the first board of directors and the 10th meeting of the first board of supervisors

At the seventh meeting, the "Proposal on Using Part of the Over-raised Funds and Own Funds to Bid for Industrial Plants under Construction" was deliberated and approved, and it was agreed that Zhejiang Hengming Electronics Co., Ltd. (hereinafter referred to as "Hengming Electronics"), a wholly-owned subsidiary, would use no more than 460 million yuan (of which the over-raised funds should not exceed 384 million yuan and its own funds should not exceed 76 million yuan) to bid for industrial plants under construction to expand the production capacity of inverters, monitoring equipment, shut-offs and other products to meet the needs of the company's business scale expansion. For details, please refer to the "Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Using Part of the Over-raised Funds and Own Funds to Bid for Industrial Plants under Construction" (Announcement No.: 2022-038) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on September 21, 2022.

On December 7, 2022, the Company held the 23rd meeting of the first board of directors and the 21st meeting of the first board of supervisors, and deliberated and approved the "Proposal on Using Part of the Over-raised Funds to Continue the Construction of Industrial Plants under Construction", and the Company intends to use the over-raised funds of no more than RMB 240 million to provide loans to its wholly-owned subsidiary, Hengming Electronics, for the continuation of the above-mentioned auction proceeds of the industrial plants under construction. For details, please refer to the "Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Using Part of the Over-raised Funds to Continue the Construction of Industrial Plants under Construction" (Announcement No.: 2022-059) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on December 8, 2022.

On January 17, 2023, the Company held the 25th meeting of the first board of directors and the 23rd meeting of the first board of supervisors, and deliberated and approved the "Proposal on Using Part of the Over-raised Funds to Acquire 100% Equity of Hangzhou Hangkai Lvxing Environment Co., Ltd. and Related Party Transactions", and the Company intends to use the over-raised funds of no more than RMB55 million to provide loans to its wholly-owned subsidiary, Hengming Electronics, for the acquisition of 100% of the equity of Hangzhou Hangkai Lvxing Environment Co., Ltd. (hereinafter referred to as "Lvxing Environment"). and the continuation of the plant of Lvxing Environment at No. 151 Kangzhong Road, Gongshu District, Hangzhou, to expand the production capacity of the company's inverter products and meet the needs of the company's existing business scale expansion. For details, please refer to the "Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on Using Part of the Over-raised Funds to Continue the Construction of Industrial Plants under Construction" (Announcement No.: 2023-005) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on January 18, 2023.

On March 17, 2023, the 27th meeting of the first board of directors of the company was held to deliberate and pass the "Proposal on the Plan for Repurchasing the Company's Shares by Centralized Bidding Transaction", and agreed that the company should use the total amount of funds not less than RMB 100 million (inclusive) and not more than RMB 200 million (inclusive) for the repurchase of the company's shares. For details, please refer to the "Hangzhou Hoymiles Power Electronics Co., Ltd. Information on the Future" disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on March 30, 2023

Report on the repurchase of the company's shares by centralized auction transaction (Announcement No.: 2023-013).

On June 19, 2023, the company held the 29th meeting of the first board of directors to deliberate and pass the "Proposal on Using Part of the Over-raised Funds to Permanently Replenish Liquidity", and agreed that the company should use 50,000 yuan of over-raised funds for permanent replenishment of liquidity, as detailed in the "Proposal on the Use of Part of the Over-raised Funds to Permanently Replenish Liquidity", as detailed in the "Proposal on the Use of Part of the Over-raised Funds to Permanently Replenish Liquidity", as www.sse.com.cn detailed in the " Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on the Use of Part of the Over-raised Funds to Permanently Replenish Liquidity (Announcement No.: 2023-036).

On February 23, 2024, the Company held the ninth meeting of the second session of the Board of Directors to deliberate and approve the "Proposal on the Plan for Repurchasing the Company's Shares by Centralized Bidding Transaction", and agreed that the Company should use the over-raised funds of not less than RMB 100 million (inclusive) and not more than RMB 200 million (inclusive) to repurchase the Company's shares. For details, please refer to the "Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on the Repurchase Report on Repurchasing the Company's Shares by Centralized Bidding Transaction and the Action Plan of "Improving Quality and Efficiency and Valuing Returns" (Announcement No.: 2024-007) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on February 26, 2024.

On July 29, 2024, the company held the thirteenth meeting of the second session of the board of directors to deliberate and pass the "Proposal on the Plan for Repurchasing the Company's Shares by Centralized Bidding Transaction", and agreed that the company should use no less than RMB 100 million (inclusive) and no more than RMB 200 million (inclusive) of over-raised funds to repurchase the company's shares. For details, please refer to the "Hangzhou Hoymiles Power Electronics Co., Ltd.'s Plan and Repurchase Report on Share Repurchase by Centralized Bidding Transaction" (Announcement No.: 2024-040) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on July 30, 2024.

On October 30, 2024, the company held the 17th meeting of the second board of directors and the 13th meeting of the second board of supervisors, and deliberated and passed the "Proposal on Using Part of the Over-raised Funds to Permanently Replenish Liquidity", and agreed that the company should use 70,000 yuan of over-raised funds for permanent replenishment of liquidity, as www.sse.com.cn detailed in the " Announcement of Hangzhou Hoymiles Power Electronics Co., Ltd. on the Use of Part of the Over-raised Funds to Permanently Replenish Liquidity (Announcement No.: 2024-066).

3. The plan to use part of the over-raised funds to permanently replenish liquidity

On the premise of ensuring that the normal progress of the investment project of the raised funds is not affected, in order to meet the company's liquidity needs, improve the efficiency of the use of raised funds, further enhance the company's operating capabilities, and maintain listed companies and shares

In accordance 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" and the "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation", the company intends to use 650 million yuan of over-raised funds to permanently supplement the working capital for the company's business activities related to the main business to meet the needs of the company's actual operation and development.

The amount of over-raised funds of the company is 484,846.00 yuan, and the amount to be used for permanent replenishment of liquidity is 65,000 yuan, accounting for 13.41% of the total over-raised funds. In the past 12 months, the company has used the over-raised funds to permanently replenish the working capital and the amount does not exceed 30% of the total over-raised funds, which does not violate the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the use of funds raised by listed companies.

4. Relevant commitments and explanations

The over-raised funds will be used for production and operation related to the company's main business, which can meet the company's liquidity needs, improve the efficiency of the use of raised funds, reduce financial costs, further enhance the company's profitability, and safeguard the interests of the company and shareholders.

In accordance with the requirements of relevant normative documents such as the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, the company promises that the cumulative amount of over-raised funds used to supplement liquidity in every 12 months will not exceed 30% of the total over-raised funds, and will not make high-risk investments and provide financial assistance to objects other than holding subsidiaries within 12 months after the replenishment of liquidity.

5. Relevant review procedures and opinions

On March 18, 2025, the company held the 21st meeting of the second board of directors and the 15th meeting of the second board of supervisors, and deliberated and passed the "Proposal on Using Part of the Over-raised Funds to Permanently Supplement Liquidity", which still needs to be submitted to the general meeting of shareholders for deliberation.

6. Explanation of special opinions

The Supervisory Board commented as follows:

On the premise of ensuring the capital needs of the construction of the raised funds investment project and the normal progress of the raised capital project, the company intends to use the over-raised funds of 65,000 yuan to permanently supplement the working capital, which is conducive to improving the efficiency of the use of the raised funds, in line with the interests of the company and all shareholders, and there is no disguised change in the use of the raised funds, which will not have a substantial impact on the implementation of the fund-raising project, and is in line with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies" It is listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange

Self-Regulatory Guidelines No. 1 - Standardized Operation" and other relevant laws, administrative regulations, normative documents and the company's "Management System for Raised Funds". The Board of Supervisors agreed to the company's use of part of the over-raised funds to permanently replenish liquidity, and agreed to submit the proposal to the company's second extraordinary general meeting of shareholders in 2025 for deliberation.

7. Verification opinions of the sponsor institution

After verification, the sponsor CITIC Securities believes that Hoymiles' use of part of the over-raised funds to permanently replenish liquidity has been reviewed and approved by the company's board of directors and board of supervisors, and needs to be submitted to the company's general meeting of shareholders for deliberation, which meets the requirements of the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other regulations.

In summary, the sponsor has no objection to the company's use of part of the over-raised funds to permanently replenish liquidity.

(No text below)

(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of CITIC Securities Co., Ltd. on the Use of Part of the Over-raised Funds by Hangzhou Hoymiles Power Electronics Co., Ltd. to Permanently Replenish Liquidity")

Sponsor Representative: _________________ _________________

Xiang Xiaojuan, Dong Chao

CITIC Securities Co., Ltd

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