Stock Code: 002202 stock abbreviation: Xinjiang Goldwind Science And Technology Co.Ltd(002202) Announcement No.: 2022-003 Xinjiang Goldwind Science And Technology Co.Ltd(002202)
Announcement on providing guarantee for wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
The asset liability ratio of the guaranteed object to be guaranteed this time exceeds 70%. Investors are requested to pay full attention to the guarantee risk.
1、 Overview of guarantee
Jinfeng International Holdings (Hong Kong) Co., Ltd. (hereinafter referred to as “Jinfeng international”), a wholly-owned subsidiary of Xinjiang Goldwind Science And Technology Co.Ltd(002202) (hereinafter referred to as “the company” or ” Xinjiang Goldwind Science And Technology Co.Ltd(002202) “) Parque e Ó LiCo Loma Blanca is, a wholly-owned subsidiary of Goldwind international janshan Limited (hereinafter referred to as “Goldwind janshan”), which is jointly held by Goldwind international janshan Limited (98% held by Goldwind international and 2% held by Goldwind janshan) A. , Parque e Ó LiCo lomablancaii S.A., Parque e Ó licoloablancaiii S.A., Parque e Ó LiCo lomablancavi S.A., Parque e Ó licos Miramar S.A. (hereinafter referred to as “Argentine wind power project company”) and Santander Bank of Spain, Hong Kong Branch The syndicate led by China Citic Bank Corporation Limited(601998) (International) Co., Ltd. and Bank Of China Limited(601988) Panama branch (hereinafter referred to as the “syndicate”) signed the loan contract to replace the early construction loan, with an amount of US $270 million, and the main debt performance period is four years from the first withdrawal date.
Xinjiang Goldwind Science And Technology Co.Ltd(002202) signed the guarantee contract with Citigroup International Co., Ltd., the agent of the syndicate. At the same time, Goldwind international and Goldwind janshan pledged all the equity of the Argentine wind power project company as shareholders to provide joint and several liability guarantee and pledge guarantee for the repayment obligation of the loan of the Argentine wind power project company under the above loan contract. The total guarantee amount shall not exceed USD 270 million, and the guarantee period shall be from the date of signing the guarantee contract to the expiration of three years after the expiration of the main debt performance period agreed in the loan contract.
The guarantee contract is signed on February 10, 2022 in Beijing. 2、 Basic information of the guaranteed party
1. Company name: Parque e Ó LiCo Loma Blanca I S.A., Parque e Ó LiCo Loma Blanca II S.A., Parque e Ó licomablanca III S.A., Parque e Ó LiCo lomablancavi S.A., parques e Ó licos Miramar S.A
2. Date of establishment: September 15, 2011, February 15, 2011
3. Place of registration: Buenos Aires, Argentina
4. Legal representative: Guillermo Manrique
5. Registered capital: Argentine Peso 1140122747.00, Argentine Peso 1040401637.00, Argentine Peso 910470488.00, Argentine Peso 2016192488.00, Argentine Peso 2334736029.00.
6. Main business: renewable energy power generation and project development
7. Relationship between the guaranteed party and the company: each guaranteed party is a wholly-owned subsidiary of Xinjiang Goldwind Science And Technology Co.Ltd(002202) , which is jointly held by Jinfeng international and Jinfeng janshan
8. Financial status of the guaranteed:
（1）PARQUE EÓLICO LOMABLANCAI S.A.
Unit: RMB
January December 2020 January November 2021
Operating income 151933.70 130799231.29
Total profit -58351846.73 73043460.25
Net profit -66790686.72 63642959.92
December 31, 2020 November 30, 2021
Total assets 760470606.13 768620942.98
Total liabilities 644737514.85 592455880.40
Net assets 115733091.28 176165062.58
（2）PARQUE EÓLICO LOMABLANCAII S.A.
Unit: RMB
January December 2020 January November 2021
Operating income 144206461.56 135366984.81
Total profit -53002881.29 79418350.55
Net profit -20283537.15 63068842.86
December 31, 2020 November 30, 2021
Total assets 745141325.83 713895133.84
Total liabilities 605795474.82 5182049.93
Net assets 139345851.01 198713083.91
（3）PARQUE EÓLICO LOMABLANCAIII S.A.
Unit: RMB
January December 2020 January November 2021
Operating income 158809.90 130681599.87
Total profit -55859499.42 85245886.62
Net profit -44536633.49 73676472.01
December 31, 2020 November 30, 2021
Total assets 792209304.74 782568450.83
Total liabilities 698927453.59 618469740.74
Net assets 93281851.15 164098710.09
（4）PARQUE EÓLICO LOMABLANCAVI S.A.
Unit: RMB
January December 2020 January November 2021
Operating income 343032.41 132696270.91
Total profit -172937901.26 49402828.05
Net profit -133531409.91 45727392.70
December 31, 2020 November 30, 2021
Total assets 1284003444.94 1271555447.32
Total liabilities 1093610011.90 1040001548.15
Net assets 190393433.04 231553899.17
（5）PARQUE EÓLICOS MIRAMAR S.A.
Unit: RMB
January December 2020 January November 2021
Operating income 21808091.26 147575476.08
Total profit -321318082.88 16164107.37
Net profit -261487593.45 6500073.17
December 31, 2020 November 30, 2021
Total assets 1564475175.82 1456064060.34
Total liabilities 1433862467.48 1321782518.13
Net assets 130612708.34 134281542.21
As of December 31, 2020, the amount involved in the guaranteed party’s contingencies was US $0. As of November 30, 2021, the amount involved in the guaranteed party’s contingencies was US $126.7552 million.
The guaranteed party is not a dishonest party.
3、 Main contents of the guarantee agreement
1. Guarantor: Xinjiang Goldwind Science And Technology Co.Ltd(002202) , Goldwind international and Goldwind janshan
2. Guaranteed parties: Parque e Ó LiCo Loma Blanca I S.A., Parque e Ó LiCo Loma Blanca II S.A., Parque e Ó licomablancaiii S.A., Parque e Ó LiCo lomablancavi S.A., parques e Ó licos Miramar S.A
3. Guarantee content: Xinjiang Goldwind Science And Technology Co.Ltd(002202) , Goldwind international and Goldwind janshan provide joint and several liability guarantee and pledge guarantee respectively for the repayment obligation of the loan under the loan contract signed between the guaranteed party and the syndicate
4. Guarantee mode: joint and several liability guarantee and pledge guarantee
5. Guarantee period: from the date of signing the guarantee contract to the expiration of three years after the expiration of the main debt performance period agreed in the loan contract
6. Guarantee amount: the guarantee amount shall not exceed 270 million US dollars, equivalent to about 1717173000.00 yuan; Accounting for 5.03% of the company’s audited net assets in 2020. 4、 Opinions of the board of directors
According to the proposal on providing guarantee amount for wholly-owned and holding subsidiaries within the scope of consolidated statements deliberated and approved by the 16th meeting of the seventh board of directors and the 2020 annual general meeting of shareholders of the company, it is agreed that the company shall be wholly-owned and holding subsidiaries within the scope of consolidated statements with asset liability ratio of less than 70% in 2021 The amount of guarantee provided by holding subsidiaries (including between subsidiaries) is RMB 3 billion, which is wholly-owned within the scope of consolidated statements with asset liability ratio of more than 70% in 2021
