Dongxing Securities Corporation Limited(601198)
About Beijing Sojo Electric Co.Ltd(300444)
Verification opinions on external guarantee
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as "recommendation institution" and " Dongxing Securities Corporation Limited(601198) ") as a recommendation institution for Beijing Sojo Electric Co.Ltd(300444) (hereinafter referred to as " Beijing Sojo Electric Co.Ltd(300444) " and "company") to issue shares to specific objects and continuously supervise on the gem in 2020, according to the administrative measures for securities Issuance and listing recommendation business and the gem stock listing rules of Shenzhen Stock Exchange (revised in December 2020) The self-discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 2 - Guidelines for the standardized operation of companies listed on the gem, and the supervision guidelines for listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies have verified the external guarantees of Beijing Sojo Electric Co.Ltd(300444) . The specific verification conditions are as follows: I. overview of guarantees
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. The company shall provide joint and several liability guarantee for the borrower to the extent of the actual loan balance, and the total guarantee is expected to not exceed 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. The board of directors agreed to authorize the management of the company to handle 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, and 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 breaches the contract or other risks, and the company is notified by the banking institution to assume the guarantee liability, the Distributor shall bear the guarantee liability and compensation liability to the company, and the company has the right to require the distributor to transfer its counter guarantee recovery right against the farmers to the company free of charge, and the company has the right to recover from the farmers according to the contract signed between the distributor and the farmers.
On February 14, 2022, the company held the second meeting of the Fifth Board of directors, deliberated and approved the proposal on providing guarantee for the development of distributed photovoltaic business, and agreed that the company would provide guarantee for the above borrowers, with the guarantee amount not exceeding RMB 40 million. As the guarantee amount of the company has exceeded 30% of the total assets audited in the latest period for 12 consecutive months, the proposal needs to be submitted to the general meeting of shareholders for deliberation in accordance with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules (revised in December 2020), the articles of Association and the external guarantee management system. 2、 Details of estimated guarantee limit
As of the latest, the newly added guarantee amount of the guarantor and the guaranteed party accounts for the proportion of the shareholding ratio of the guaranteed party of the related party, the asset liability ratio of the period, the guarantee balance, the guarantee amount, and the proportion of the net assets of the company in the latest guarantee case (10000 yuan) (10000 yuan) period
Sign with the dealer of Shuangjie Shandong refers to shuangjieding
The terminal for which the electric company has signed the "0% of household photovoltaic sales is not applicable to 0 4000 4.67% no sales contract"
user
Note: as of the disclosure date of this verification opinion, there is no clear borrower (i.e. the guaranteed) in this photovoltaic loan business. If there is an association between the company or its holding subsidiary and the guaranteed, the company will timely perform the corresponding review procedures and information disclosure obligations. 3、 Basic information of the guaranteed
The guaranteed (borrower) is the end user who signed the home photovoltaic sales contract with the dealer designated by Shuangjie Shandong. The user signed a personal loan contract with Qilu Bank Co.Ltd(601665) , and the loan is specially used for the purchase and construction of roof distributed photovoltaic power generation system. The company provides guarantee for the user to apply for loan. Shuangjie Shandong, dealers and Qilu Bank Co.Ltd(601665) have set strict access conditions for the guaranteed (borrower) to ensure the relative security of the loan; 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、 Overdue guarantee and accumulative quantity of external guarantee
1. External guarantee quantity 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.
2. As of the date of issuance of this verification opinion, 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.
3. As of the date of issuance of this verification opinion, the company and its holding subsidiaries have no overdue external guarantee or illegal guarantee. 7、 Review procedures and special opinions
(I) 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.
(II) 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.
(III) 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. 8、 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 December 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - Guidelines for the standardized operation of GEM listed companies, guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees 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.
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Sponsor representative (signature):
Li Ziyun Yu Jiequan Dongxing Securities Corporation Limited(601198) mm / DD / yy
