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金开新能: 关于金开新能股份有限公司详式权益变动报告书之财务顾问核查意见
Zheng Quan Zhi Xing·2025-05-27 12:19

Core Viewpoint - The financial advisor, Zhongtai Securities Co., Ltd., has verified the detailed equity change report of Jinkai New Energy Co., Ltd., confirming that the disclosed content is accurate, complete, and complies with relevant regulations [1][4]. Group 1: Verification of Equity Change Report - The financial advisor conducted a thorough review of the detailed equity change report and found no false records, misleading statements, or significant omissions [3][4]. - The report's content aligns with the requirements of the Securities Law and the Acquisition Management Measures [4]. Group 2: Purpose of Equity Change - The purpose of the equity change is to enhance investor confidence and support the sustainable development of Jinkai New Energy, reflecting a recognition of its value [5]. - There are currently no plans for the information disclosing party and its concerted actors to increase or decrease their holdings in the next 12 months [5]. Group 3: Basic Information of Disclosing Party and Concerted Actors - The disclosing party, Jinkai Enterprise Management Co., Ltd., is wholly owned by Tianjin Jinrong Group, which is controlled by the Tianjin State-owned Assets Supervision and Administration Commission [6][12]. - The concerted actors include Tianjin Jincheng No. 2 Equity Investment Fund and Tianjin Jinrong Capital Operation Co., Ltd., both of which are also under the control of Tianjin Jinrong Group [6][12]. Group 4: Financial Data - Jinkai Enterprise Management's recent financial data shows total assets of 65,271.22 million yuan and net assets of 49,563.86 million yuan for the year 2024 [22]. - Tianjin Jincheng No. 2's total assets were reported at 38,728.43 million yuan with a net profit of 2,554.40 million yuan for the year 2024 [22]. - Tianjin Jinrong Capital's total assets reached 95,469.01 million yuan with a net profit of 1,930.00 million yuan for the year 2024 [24]. Group 5: Equity Structure and Changes - Following the equity change, Jinkai Enterprise Management's shareholding increased from 9.47% to 12.61%, while the total shareholding of the disclosing party and its concerted actors rose from 16.86% to 20.00% [29][30]. - The equity change was executed through a centralized bidding method in the secondary market [30]. Group 6: Funding Sources - The total payment for the equity change amounted to 356.23 million yuan, with 60 million yuan from self-owned funds and the remainder from self-raised funds [31]. - The self-raised funds include loans for stock repurchase and increase, with the main source of self-owned funds being shareholder contributions and dividends from Jinkai New Energy [31].