Stock Code: 601615 Stock Abbreviation: Mingyang Intelligence Announcement No.: 2022-059
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.
Important content reminder:
● Name of the guaranteed person: Lingbi Mingyang New Energy Co., Ltd. (hereinafter referred to as “Lingbi Mingyang”)
● Whether it is a related person of a listed company: No
● The amount of guarantee and the balance of guarantee actually provided for it: Mingyang Smart Energy Group Co., Ltd. (hereinafter referred to as the “Company”) is a wholly-owned subsidiary of Lingbi County Mingyang Xiang Bank of Communications Co., Ltd. Suzhou Branch (hereinafter referred to as the “Company”) (referred to as “Bank of Communications Suzhou Branch”) applying for fixed asset loans to provide guarantees that total no more than RMB 310,000,000. As of the date of this announcement, the balance of the guarantee actually provided by the company for Mingyang, Lingbi County is RMB 00,000.
● There is no counter-guarantee for this guarantee
● The cumulative number of overdue external guarantees; as of the date of this announcement, the company has no overdue external guarantees.
I. Overview of Guarantee
(1) Introduction to the basic situation of the guarantee
In order to meet the project construction capital needs of Mingyang, Lingbi County, a wholly-owned subsidiary of the Company, Mingyang, Lingbi County applied to Bank of Communications Suzhou Branch for a fixed asset loan with a total amount of RMB 310,000,000; More than RMB 310,000,000.
(2) Internal decision-making procedures for the performance of guarantee matters
After the 30th meeting of the second board of directors held on April 13, 2022 and the 2021 annual general meeting held on May 10, 2022, the “Proposal on the Expectation of the Company’s External Guarantee Amount in 2022” was reviewed and approved. For the needs of daily operation and new energy project construction funds, it is agreed that the maximum amount of guarantee provided by the company for Mingyang, Lingbi County in 2022 shall not exceed RMB 330,000,000. The validity period will be within 12 months from the date of consideration and approval at the 2021 annual general meeting. The guarantee is within the scope of authorization. For details, please refer to the “Announcement on the Expectation of the Company’s External Guarantee Amount in 2022” published by the company on April 15, 2022 and May 11, 2022 on the designated information disclosure media (Announcement No.: 2022 -043) and the Announcement on Resolutions of the 2021 Annual General Meeting (Announcement No.: 2022-053).
2. Basic information of the guarantor
Company Name: Lingbi County Mingyang New Energy Co., Ltd.
Established: September 9, 2017
Registered capital: 5 million RMB
Legal representative: Jia Lixiong
Address: No. 112, Unit 1, Building 22, Zijin City, Lingbi County, Suzhou City
Mingyang, Lingbi County is a wholly-owned subsidiary of the company, mainly engaged in the investment, development, operation and management of wind power and photovoltaic solar power generation; providing technical consultation on wind power and photovoltaic solar power generation; power project consultation.
The main financial data are as follows: Unit: RMB
There are no major contingencies (including guarantees, mortgages, litigation and arbitration matters, etc.) that affect the solvency of Mingyang, Lingbi County.
3. Main Contents of the Guarantee Agreement
The company applied to Bank of Communications Suzhou Branch for a fixed asset loan in Mingyang, Lingbi County, and signed a “guarantee contract” with the creditor, Bank of Communications Suzhou Branch, providing joint and several liability guarantees not exceeding RMB 310,000,000 in total. According to the contract, the guarantee period is from the date when the debt performance period expires (or the creditor’s advance payment date) to the date when the debt performance period for the last due principal debt under all the principal contracts expires (or the creditor’s advance payment date). three years after the date of payment).
4. Necessity and Reasonability of Guarantee
This guarantee is to meet the company’s subsidiary’s project construction capital needs, in line with the company’s overall interests and development strategy, and there is no resource transfer or benefit transfer. Lingbi County Mingyang is a wholly-owned subsidiary of the company and has the ability to pay its debts. The company can effectively control the risks and decisions of its daily business activities and can control its credit status in a timely manner.
V. Opinions of the Board of Directors
The board of directors of the company believes that this guarantee for Mingyang, Lingbi County is in line with the company’s business development needs and is conducive to the project construction capital needs of Mingyang, Lingbi County. Lingbi County Mingyang is a wholly-owned subsidiary of the company, which is operated and managed by the company. This guarantee will not bring risks to the company and its shareholders.
6. The cumulative number of external guarantees and the number of overdue guarantees
As of the disclosure date of the announcement, the listed company and its controlled subsidiaries have signed external guarantee contracts totaling RMB 11,424,526,800 (excluding the guarantee amount released after maturity or settlement of loans); On the disclosure date, the balance of the main debts guaranteed by the listed company and its controlled subsidiaries externally was RMB 3,522,643,100, accounting for 19.15% of the company’s audited net assets attributable to the parent company in 2021.
Except for the total amount of guarantee provided to the wind power investment project company Taonan Top 100 New Energy Co., Ltd. (hereinafter referred to as “Taonan Top 100”), which does not exceed RMB 304,526,700 (for details, please refer to the company’s publication in the designated information on September 13, 2021). According to the “Announcement on Providing External Guarantees” published by the media, Announcement No.: 2021-121), the total amount of external guarantees provided by the above-mentioned companies are all guarantees provided to controlled subsidiaries. As of the disclosure date of the announcement, the balance of the main debt actually provided by the listed company for Taonan Top 100 was RMB 20,000,000.
The company’s external guarantees are mainly financial lease guarantees and loan guarantees for the construction of the company’s new energy power stations and production bases: (1) The development and construction of the company’s new energy power station projects require a large amount of capital, usually from bank loans and loans from the project company. Financing lease payments for wind turbine equipment. In order to ensure the smooth handling of financing business and promote the construction progress of new energy power stations, the project company usually provides pledges or mortgage guarantees to banks and financial leasing companies with its equity, real estate, land, equipment, etc., and the company provides joint and several liability guarantees; (2 ) In order to adapt to the industry development trend of large-scale wind turbines and the overall acceleration of offshore wind power development in my country, the company has newly built some offshore wind turbine and blade production bases. The construction capital mainly comes from bank loans. In order to ensure the smooth construction of the base, the company is The above-mentioned loans provide joint liability guarantee and contract income pledge guarantee.
In order to control the financial risks that may be caused by the high asset-liability ratio and external guarantee ratio during the rapid growth of the operation scale, the company adopts the overall strategy of “rolling development” for the operation of new energy power stations, that is, the new power station assets are continuously invested in the construction process. , continue to choose the opportunity to sell mature power station projects. Through the rolling development of the overall strategy, the company will control the scale of the stock assets in order to further integrate the company’s resources, give full play to the investment benefits of funds, and reduce the financial risks brought by external guarantees.
As of the date of this announcement, the company has no overdue guarantee.
Special announcement.
Mingyang Smart Energy Group Co., Ltd.
Board of Directors
May 31, 2022
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