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Securities code: 688349 Securities abbreviation: Sany Renewable Energy Announcement No.: 2025-012
Sany Renewable Energy Co., Ltd
Announcement on the postponement of some fundraising projects
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.
Sany Renewable Energy Co., Ltd. (hereinafter referred to as "Sany Renewable Energy" or the "Company") was established in 202511
On the 23rd, the 14th meeting of the second board of directors and the 12th meeting of the second board of supervisors were held, and the "Proposal on the Extension of Some of the Company's Fund-raising and Investment Projects" was deliberated and approved, and it was agreed that the company would postpone the date when the fund-raising project "New Product and New Technology Development Project" reached the scheduled usable state. This postponement does not change the content, investment purpose, total investment amount and implementation entity of the fundraising and investment project, and will not have a substantial impact on the implementation of the fundraising and investment project. The special meeting of independent directors of the board of directors of the company has deliberated and approved the matter, and the sponsor CITIC Securities Co., Ltd. has issued a clear verification opinion on the matter, and the matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. 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 "Proposals on Using Part of the Over-raised Funds to Invest in the Construction of New Projects and Increase Capital to Wholly-owned Subsidiaries to Implement Projects", 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 use the department at the same time
increased the investment amount by 234.96 million yuan in over-raised funds; Agreed to use 50,800,000 yuan of over-raised funds to invest in construction
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:
Serial No. Category Project Name Implementing Entity Total Investment Proposed Use of Raised Funds
(10,000 yuan) Total amount of gold (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 (Balikun)
4 Fund-raising projects Equipment manufacturing industrial park construction Wind power equipment limited 78,687.00 40,000.00
Set up a project 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
At the same time, part of the over-raised funds of 234.96 million yuan were used to increase the investment amount, and a total of 40,000 yuan of raised funds were used 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.
The "Proposal on the Completion of Part of the Fund-raising Projects and the Permanent Replenishment of Liquidity with the Surplus Raised Funds" was deliberated and passed, and it was agreed to raise funds
The investment project "Chenzhou Sany Intelligent Manufacturing Industrial Park Project" will be completed, and the surplus raised funds will be used to permanently replenish working capital.
3. The basic situation of the postponed fundraising project
Unit: 10,000 yuan
Proposed use of proceeds as of December 31, 2024 and December 2024
Project Name Amount Cumulative investment of raised funds on a daily basis Cumulative investment of raised funds on 31 days
Amount Proportion of investment
New product and technology development 117,389.57 79,111.85 67.39%
eye
Fourth, the postponement of the fundraising project and the reasons
(1) The postponement of the fundraising project
Combined with the actual progress of the company's fund-raising projects, under the condition that the investment purpose and investment scale of the raised funds do not change, it is proposed to adjust the time for the following fund-raising projects to reach the predetermined usable state. The details are as follows:
Project Name The original planned project can be adjusted to meet the schedule
Use Status Date Use the status date
New Product & New Technology Development Project 2024-12-31 December 2025
(2) The reason for the postponement of the fundraising project
The main content of the "new product and new technology development project" includes new product design and technology development, new technology research and development, digital application development, distributed wind power technology and intelligent microgrid research and development, etc., aiming to build the company's R&D department into an advanced R&D platform at home and abroad, relying on the company's existing R&D mechanism, personnel and technical reserves, through the introduction of advanced R&D equipment and testing equipment, optimize the company's R&D experimental environment, and attract more technical talents in the industry. Since the raised funds have been in place, the company has attached great importance to and actively and steadily promoted the development of fundraising projects.
In recent years, the wind power market has been characterized by fierce competition, large-scale products, and evolving customer needs and market competition. In order to respond to the changes in the market environment, the company closely combines the latest market trends and the real-time needs of customers, and continuously optimizes specific plans in the implementation of fundraising and investment projects, so as to improve the overall quality of fundraising projects and the use of raised funds.
In view of this, the company prudently plans the use of the raised funds, which is determined according to market changes and product development trends
The pace of investment in raised funds has lengthened the implementation cycle of "new product and new technology development projects". In order to ensure that the R&D and construction results of the project better meet the company's development requirements, after comprehensive analysis and prudent evaluation, the company intends to extend the date for the project to reach the intended usable state until December 2025 under the condition that the implementation subject, total investment amount and use of funds of the fundraising project remain unchanged.
5. The impact of the postponement of the fundraising project on the company
The postponement of the fundraising project is a prudent decision made by the company based on the actual situation of the implementation of the project, which only involves changes in the progress of the project, and does not change the investment content, total investment amount and implementation subject of the fundraising project, and will not have a substantial impact on the implementation of the fundraising project. The postponement of this fundraising project does not change or disguise the use of raised funds and damage the interests of shareholders, will not have a significant adverse impact on the company's normal business activities, is in line with the company's long-term development plan, and conforms to the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the management of funds raised by listed companies.
6. The review procedures performed by the company
On January 23, 2025, the company held the 14th meeting of the second board of directors and the second board of supervisors
At the twelfth meeting, the "Proposal on the Extension of Some of the Company's Fund-raising and Investment Projects" was deliberated and approved, and it was agreed that the company would postpone the date when the fund-raising project "New Product and New Technology Development Project" reached the scheduled usable state. The special meeting of independent directors of the board of directors of the company has deliberated and approved the matter, and the sponsor has verified the postponement of the fundraising project and issued a verification opinion. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
7. Explanation of special opinions
(1) Special meeting of independent directors
The independent directors believe that the postponement of some of the fundraising projects is a prudent decision made by the company based on the actual situation of the implementation of the project, and will not have a significant adverse impact on the normal operation of the company. The postponement of the project does not change the total investment amount, implementation entity, investment content and investment purpose of the fundraising project, and will not have a substantial impact on the implementation of the fundraising project, and the decision-making and approval procedures comply with the relevant laws and regulations such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds 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 provisions of the Company's Management System for Raised Funds. There is no disguised change in the use of raised funds and damage to the interests of shareholders, especially small and medium-sized shareholders. In summary, the independent directors agreed to the postponement of some of the company's fundraising projects.
(2) Opinions of the Board of Supervisors
The board of supervisors believes that the company's postponement of some fund-raising projects does not change the investment direction of the raised funds in disguise, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, which is in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the management of raised funds by listed companies, and will not adversely affect the normal operation of the company, and is in line with the company's development plan. In summary, the Board of Supervisors agreed to the postponement of some of the company's fundraising projects.
(3) Special verification opinions of the sponsor institution
After verification, CITIC Securities Co., Ltd. believes that the postponement of some of the company's fund-raising projects has been deliberated and approved by the 14th meeting of the second board of directors and the 12th meeting of the second board of supervisors of the listed company, 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, and the necessary approval procedures have been fulfilled. This matter is in line 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 sponsor has no objection to the postponement of some of the listed company's fundraising projects.
The announcement is hereby made.
Board of Directors of Sany Renewable Energy Co., Ltd
January 25, 2025
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