Zhejiang Windey Co.Ltd(300772)
Special instructions and independent opinions of independent directors on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company
In accordance with the rules for independent directors of listed companies (CSRC announcement [2022] No. 14), the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies (CSRC announcement [2022] No. 26) and other relevant provisions of the CSRC, we, as independent directors, Carefully checked the funds occupied by the controlling shareholders and other related parties and the external guarantee of the company in 2021, and issued the following special instructions and independent opinions:
1、 Independent opinions on the occupation of funds by controlling shareholders and other related parties
In 2021, the company did not occupy the company's funds in violation of regulations or in disguised form by the controlling shareholders and other related parties, nor did the controlling shareholders, actual controllers and other related parties occupy the company's funds in previous years and accumulated to December 31, 2021.
2、 Independent opinions on the external guarantee of the company
As of December 31, 2021, the specific guarantees of the company are as follows:
The joint-stock companies of the company, China Hydropower Consulting Group Chongyang new energy Co., Ltd. (hereinafter referred to as "Chongyang new energy") and China Hydropower Consulting Group Guiyang new energy Co., Ltd. (hereinafter referred to as "Guiyang new energy") borrowed 329 million yuan and 328 million yuan respectively in 2018. In order to reduce the loan interest rate, its controlling shareholder China Hydropower Engineering Consulting Group Co., Ltd. (hereinafter referred to as "Hydropower Engineering Group") is the joint borrower of the above two loans and needs to bear the joint repayment obligation. After friendly negotiation between the company and the hydropower engineering group and the deliberation and approval of the company's 2018 annual general meeting of shareholders, the company plans to pledge all the equity (30%) of the participating company Chongyang new energy and all the equity (30%) of Guiyang new energy to the hydropower engineering group, and the guarantee amount is limited to the value of all the equity of Chongyang new energy and Guiyang new energy held by the company, And not more than 30% of the total loan. In August 2019, the company signed the equity pledge guarantee agreement with Hydropower Engineering Group. On May 25, 2020, 30% of the equity of Guiyang new energy went through the registration formalities of equity pledge establishment in Guiyang County market supervision and Administration Bureau; On June 12, 2020, 30% of the equity of Chongyang new energy went through the registration formalities for equity pledge establishment in Chongyang County market supervision and Administration Bureau.
After deliberation and approval of the first extraordinary general meeting of the company in 2019, China Power Engineering Consulting Group Investment Co., Ltd., the controlling shareholder of the joint-stock company Hunan Lanshan Zhongdian engineering new energy Co., Ltd. (hereinafter referred to as "Lanshan new energy"), provided a loan of RMB 125 million to Lanshan NEW energy, The company plans to pledge all the equity of Lanshan new energy held by the company to CLP engineering as counter guarantee, and the guarantee amount is limited to 20% of the equity value of Lanshan new energy held by the company and does not exceed 20% of the outstanding creditor's rights of the above loans. The pledge period is two years after the expiration of the performance period of the guarantee. As of June 30, 2021, no pledge agreement has been signed for the guarantee.
After deliberation and approval of the second extraordinary general meeting of shareholders in 2019, the company plans to provide guarantee for the loan of yuyuying 100MW wind power project in Zhangbei ertai town according to the shareholding ratio, with the maximum guarantee amount of about 366.46 million yuan, which does not exceed 60% of the actual loan amount under the guarantee of Zhangbei ertai Wind Power Generation Co., Ltd., the holding subsidiary of the company. As of June 30, 2021, no guarantee agreement has been signed for this guarantee.
After the deliberation and approval of the second extraordinary general meeting of shareholders in 2021, the company plans to provide pledge guarantee for the development of financial leasing business of Yucheng company with 100% equity of Yucheng Yunfeng Wind Power Generation Co., Ltd. (hereinafter referred to as "Yucheng company"), and undertake joint and several liability guarantee. The amount of guarantee of the company shall not exceed the total amount of financial leasing loans. On May 18, 2021, the company signed relevant guarantee agreements with Huaneng Tiancheng Finance Leasing Co., Ltd. (hereinafter referred to as "Huaneng Tiancheng"). On May 18, 2021, 100% equity of Yucheng company went through the registration formalities of equity pledge establishment in Yucheng administrative examination and approval service bureau.
In addition to the above guarantees, the company and its holding subsidiaries have no other external guarantees; The company does not provide guarantees for controlling shareholders and other related parties, any unincorporated unit or individual in violation of regulations; The controlling shareholder, actual controller and other related parties also did not force the company to provide guarantee for others.
As an independent director, we have carefully reviewed the external guarantee of the company in 2021 and believe that the subject qualification of the guaranteed object of the company's external guarantee The credit status and external guarantee approval procedures comply with the relevant provisions of external guarantees such as the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies (zjf [2022] No. 26) and the articles of association. There are no guarantees in violation of the prescribed procedures, overdue guarantees and illegal guarantees, The company can effectively control the risk of external guarantee, and the external guarantee does not harm the interests of the company and shareholders.
Independent directors: Wang Jianping, Li Ying, Huang can march 7, 2022
