Securities code: 300444 securities abbreviation: Beijing Sojo Electric Co.Ltd(300444) Announcement No.: 2022-004 Beijing Sojo Electric Co.Ltd(300444)
Announcement on providing guarantee for the development of distributed photovoltaic business
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.
Important content tips:
1. Guarantor: Beijing Sojo Electric Co.Ltd(300444) (hereinafter referred to as the "company" or " Beijing Sojo Electric Co.Ltd(300444) "); 2. Warrantee: the end user who signed the home photovoltaic sales contract with the dealer designated by Shuangjie (Shandong) new energy Co., Ltd;
3. The amount of this guarantee is expected to be no more than RMB 40 million;
4. The counter guarantee is provided by the dealer designated by Shuangjie (Shandong) new energy Co., Ltd; 5. As of the disclosure date of this announcement, the actual guarantee balance of the company is 205.8913 million yuan, 99.96% of which is the guarantee for the entities within the scope of the consolidated statements, and there is no overdue situation;
6. The total amount of external guarantees considered by the company and its holding subsidiaries has exceeded 100% of the latest audited net assets. Investors are invited to invest rationally and pay attention to investment risks.
1、 Overview of guarantee
In order to seize the opportunity of the vigorous development of the photovoltaic industry, keep up with the pace of the development of the intelligent photovoltaic industry and contribute to the realization of the national goal of "carbon peak and carbon neutralization", the company's secondary subsidiary Shuangjie (Shandong) new energy Co., Ltd. (hereinafter referred to as "Shuangjie Shandong") plans to vigorously promote the distributed photovoltaic business in various regions of Shandong. In order to promote the business development of Shuangjie Shandong, the company and Shuangjie Shandong plan to cooperate with Qilu Bank Co.Ltd(601665) (hereinafter referred to as " Qilu Bank Co.Ltd(601665) "), and Qilu Bank Co.Ltd(601665) will provide loans to end users (hereinafter referred to as "borrower" or "end users") who meet the installation conditions of distributed photovoltaic power stations, and the loans are specially used for the purchase and construction of roof distributed photovoltaic power generation system, And take the electricity fee income and subsidy income generated by grid connected power generation of photovoltaic power stations as the main source of repayment. The total loan amount shall not exceed 40 million yuan, and the company shall be based on the actual loan balance
It is limited to providing joint and several liability guarantee for the borrower, and the total guarantee is expected to be no more than 40 million yuan. Guarantee period
Three years from the effective date of the contract to the expiration of the effective period of the loan limit agreed in the main contract. The board of directors agrees to authorize
The management of the company is responsible for handling matters related to this guarantee.
In order to protect the rights and interests of the company, the dealer designated by Shuangjie Shandong provides counter guarantee to the company,
At the same time, the end user provides joint and several liability counter guarantee to the dealer with all the property and usufruct of the household photovoltaic system.
When the end-user defaults or other risks, and the company is notified by the banking institution to assume the guarantee liability,
The Distributor shall be liable for guarantee and compensation to the company, and the company has the right to require the distributor to
The right of counter guarantee and recovery against farmers is transferred to the company free of charge, and the company has the right to follow the contract signed between the dealer and farmers
Recover from farmers.
On February 14, 2022, the company held the second meeting of the Fifth Board of directors, which deliberated and adopted the
The proposal on providing guarantee for the development of distributed photovoltaic business agrees that the company will provide guarantee for the above-mentioned borrowers
The amount shall not exceed RMB 40 million. Because the guarantee amount of the company has exceeded the latest period for 12 consecutive months
30% of the audited total assets according to the Shenzhen Stock Exchange GEM Listing Rules (December 2020)
The proposal also needs to be submitted in accordance with the relevant provisions such as the revised version in June, the articles of association and the external guarantee management system
Deliberation at the general meeting of shareholders.
2、 Details of estimated guarantee limit
Up to now, the newly added guarantee amount of the guarantor and the guaranteed party accounts for the shareholding ratio of the guaranteed party of the related party, the balance of asset guarantee in the recent period, the guarantee amount, the liability ratio of the latest guarantee case of the municipal company (10000 yuan) (10000 yuan) and the proportion of net assets in the current period (note)
Designated by Shuangjie Shandong
Shuangjie's dealers signed the "home 0% not applicable 0 4000.00 4.67% no electric court photovoltaic sales contract"
End user
Note: as of the disclosure date of this report, there is no clear borrower (i.e. the guaranteed) for this photovoltaic loan business, such as follow-up
If the company or its holding subsidiary has an associated relationship with the guaranteed, the company will timely perform the corresponding review procedures and procedures
Information disclosure obligations.
3、 Basic information of the guaranteed
The guaranteed (borrower) signed the home photovoltaic sales contract with the dealer designated by Shuangjie Shandong
End users. The user signed a personal loan contract with Qilu Bank Co.Ltd(601665) and the loan items are specially used for the roof
For the purchase and construction of distributed photovoltaic power generation system, the company provides guarantee for the user to apply for loan. Shuangjie Shandong, dealer
And Qilu Bank Co.Ltd(601665) set strict access conditions for the guaranteed (borrower) to ensure the relative safety of the loan
Integrity; The guaranteed (borrower) takes the electricity fee income and subsidy income generated by the grid connected power generation of photovoltaic power station as the main repayment source, and the repayment source is relatively stable and reliable. In addition, counter guarantee measures are proposed to be introduced in this guarantee, which is conducive to reducing the guarantee risk.
4、 Main contents of the guarantee agreement
The company plans to sign a personal loan guarantee contract with Qilu Bank Co.Ltd(601665) to provide joint and several liability guarantee for the borrower to the extent of the actual loan balance, and the total guarantee is expected to be no more than 40 million yuan. The guarantee period is three years from the effective date of the main contract to the expiration of the effective period of the loan limit agreed in the main contract. In order to protect the rights and interests of the company, the counter guarantee of this guarantee is provided by the dealer designated by Shuangjie Shandong, and the end user provides the counter guarantee of joint and several liability to the dealer with all the property and usufruct of the home photovoltaic system. When any loan of the end user recommended by the distributor is overdue, defective, in breach of contract under its loan contract or other risk matters, and the company is notified by the banking institution to bear the guarantee liability, the Distributor shall bear the guarantee liability and compensation liability to the company according to the guarantee request made by the banking institution to the company, In addition, the company has the right to require the distributor to transfer its counter guarantee recovery right against the end user to the company free of charge, and the company has the right to recover from the end user according to the contract signed between the distributor and the end user.
5、 Reasons and necessity of guarantee
The national development and Reform Commission, energy administration and other departments have issued a series of relevant policies to promote the development of photovoltaic market, and the demand of distributed photovoltaic market is growing rapidly. Based on the company's profound accumulation in the field of power distribution and control equipment, it is actively promoting the development of household distributed photovoltaic business.
The cooperation mode between the company and Qilu Bank Co.Ltd(601665) has been fully demonstrated and recognized. At the same time, the company has taken a series of risk prevention and control measures such as counter guarantee and dealers' deposit. The overall risk of guarantee is small, which will be conducive to the rapid development of the company's household distributed photovoltaic business.
6、 Opinions of the board of directors
The board of Directors believes that the mode adopted by the company, Shuangjie Shandong and Qilu Bank Co.Ltd(601665) to carry out distributed photovoltaic business cooperation and provide loan guarantee for the borrower is the development mode commonly used by Chinese enterprises at present. The cooperative business is conducive to the company to better develop business, expand market share, and improve the working capital efficiency and economic benefits of the company. In addition, the funds of this credit business are managed in a closed-loop manner, and the dealers provide corresponding counter guarantee measures to the company, so the risk is controllable. Therefore, the board of directors agreed that the company would provide guarantee for the development of distributed photovoltaic business and submit it to the general meeting of shareholders for deliberation.
7、 Opinions of independent directors
This guarantee is conducive to the business expansion of the company and the timely recovery of payment for goods, which is in line with the overall interests of the company. The guarantee risk of this guarantee is controllable and will not have an adverse impact on the normal operation and business development of the company. There is no situation that damages the interests of the company and all shareholders. The guarantee contents and decision-making procedures comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the articles of association and the external guarantee management system. Therefore, we agree to the above external guarantee matters.
8、 Opinions of the board of supervisors
After verification, the board of supervisors believes that this guarantee is based on the needs of the company's distributed photovoltaic business, which is conducive to the company's expansion of business volume and in line with the overall interests of the company. At the same time, the funds involved in this business are managed in a closed-loop manner, and the dealers designated by Shuangjie Shandong provide counter guarantee measures. The guarantee risk is controllable, which will not have an adverse impact on the normal operation and business development of the company, and there will be no damage to the interests of the company and all shareholders. The contents and decision-making procedures of this guarantee comply with the relevant provisions of laws and regulations, and we agree to this guarantee. 9、 Opinions of the sponsor
After verification, the recommendation institution believes that the external guarantee of the company meets the actual business needs of the company and has been deliberated and adopted at the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors. The independent directors have expressed their independent opinions with explicit consent, fulfilled the necessary approval procedures, and complied with the administrative measures for securities issuance and listing recommendation business Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, listed company regulatory guidelines No. 8 - regulatory requirements for capital exchanges and external guarantee of listed companies and other laws and regulations, as well as the provisions of the articles of Association. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
In conclusion, the recommendation institution has no objection to the company's external guarantee.
10、 Accumulated external guarantee quantity and overdue guarantee quantity
(I) number of external guarantees of the company
After the guarantee is provided this time, the total amount of guarantee amount considered by the company is 1204193600 yuan (including 704193600 yuan for holding subsidiaries, accounting for 58.48%), accounting for 140.66% of the latest audited net assets of the company; The total balance of guarantees actually provided was 205.8913 million yuan, accounting for 24.05% of the company's latest audited net assets.
(II) as of the date of this announcement, the total balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was 77400 yuan, accounting for 0.01% of the latest audited net assets of the listed company.
(III) as of the date of this announcement, the company and its holding subsidiaries have no overdue external guarantee or illegal guarantee.
11、 Other
After the disclosure of this guarantee, if the guarantee changes, the company will timely disclose the corresponding progress announcement.
11、 Documents for future reference
(I) resolutions of the second meeting of the 5th board of directors;
(II) independent opinions expressed by independent directors;
(III) other documents required by SZSE.
It is hereby announced.
Beijing Sojo Electric Co.Ltd(300444)
Board of directors
February 14, 2022
