Xinjiang Goldwind Science And Technology Co.Ltd(002202) independent director
Independent opinions on matters related to the 2021 Annual Report
1、 Independent opinions of independent directors of the company on capital transactions of related parties
In accordance with the requirements of the company law, the securities law and the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, we have carefully checked the funds occupied by related parties of Xinjiang Goldwind Science And Technology Co.Ltd(002202) (hereinafter referred to as “the company” or ” Xinjiang Goldwind Science And Technology Co.Ltd(002202) “) in 2021, and issued independent opinions as follows:
Xinjiang Goldwind Science And Technology Co.Ltd(002202) there are no controlling shareholders and actual controllers. The capital transactions with related parties are in strict accordance with relevant regulations. There are no cases of borrowing funds from related parties, providing entrusted loans, issuing commercial acceptance bills without real transactions, repaying debts on behalf of related parties and entrusting related parties to invest.
2、 After verification of the independent opinions of the company’s independent directors on the company’s 2021 profit distribution plan, we believe that the company’s 2021 profit distribution plan is formulated according to the actual situation of the company, in line with the provisions of relevant laws and regulations, the articles of association and the shareholder return plan for Xinjiang Goldwind Science And Technology Co.Ltd(002202) next three years (20212023), and in line with the requirements of profit distribution decision-making procedures, It is conducive to maintaining the continuity and stability of the company’s profit distribution policy. We agree with the plan and agree that the board of directors will submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions of the company’s independent directors on the company’s Xinjiang Goldwind Science And Technology Co.Ltd(002202) 2021 annual internal control evaluation report
According to the requirements of the basic norms of enterprise internal control, the company has completed the internal control evaluation report in 2021. After careful verification, we believe that the company has established a relatively sound internal control system, which basically covers all links of the company’s production and operation, meets the requirements of relevant national laws, regulations and securities regulatory authorities, and controls the company’s major business decisions fully and effectively, The report objectively reflects the company’s internal control and the actual situation of the company’s internal control.
4、 Special explanation and independent opinions of the independent directors of the company on the external guarantee of the company in 2021
According to the requirements of the company law, the securities law and the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, we have checked the external guarantees of the company in 2021. The relevant explanations and independent opinions are as follows:
(I) the 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on providing guarantee amount for wholly-owned and holding subsidiaries within the scope of consolidated statements, and agreed that the company provided guarantee amount of RMB 5 billion for wholly-owned and holding subsidiaries within the scope of consolidated statements with asset liability ratio of less than 70% (including subsidiaries), and for wholly-owned and holding subsidiaries within the scope of consolidated statements with asset liability ratio of more than 70% The amount of guarantee provided by holding subsidiaries (including between subsidiaries) is RMB 2 billion; The term starts from the date of the resolution of the company’s 2019 annual general meeting to the date of the resolution of the company’s 2020 annual general meeting, and authorizes the chairman of the company to sign the guarantee contract and relevant legal documents within the approved guarantee limit. Within the scope of the above guarantee amount, the guarantee matters occurred during the reporting period of the company are as follows:
In March 2021, the company issued a letter of guarantee to Hang Seng Bank (China) Co., Ltd. Beijing Branch (hereinafter referred to as “Hang Seng Bank“), Provide joint and several liability guarantee for all debts continuously incurred under the letter of authorization signed between Tianxin International Leasing Co., Ltd. (hereinafter referred to as “Tianxin leasing”) and Hang Seng Bank, a wholly-owned subsidiary of Jinfeng new energy (Hong Kong) Investment Co., Ltd. (hereinafter referred to as “Jinfeng new energy”), with the guarantee amount not exceeding 396 million yuan. The guarantee period of the letter of guarantee is two years from the expiration date of the debt occurrence period. If the expiration date of the performance period of any guaranteed debt within the debt occurrence period is later than the expiration date of the debt occurrence period, the guarantee period is two years from the expiration date of the performance period of the guaranteed debt. The maturity date of the debt performance under the bank acceptance bill, letter of credit and letter of guarantee shall be the date of advance payment by the creditor. If the creditor announces the early maturity of the debt under the financing agreement, the early maturity date announced in the written notice issued by the creditor shall be the expiration date of the debt performance period. As of the end of the reporting period, the guarantee balance was 127 million yuan.
In June 2021, the company signed a guarantee contract with China Minsheng Banking Corp.Ltd(600016) Urumqi Branch (hereinafter referred to as ” China Minsheng Banking Corp.Ltd(600016) “) to provide a joint liability guarantee for the debt repayment obligations under the factoring service contract signed by Tianxin leasing, a wholly-owned subsidiary of the company, and China Minsheng Banking Corp.Ltd(600016) on financing matters. The guarantee amount is mainly the principal of the creditor’s right and its interest, penalty, compound interest, liquidated damages and other funds, of which the principal amount of the main creditor’s right is 680.52 million yuan. The guarantee period shall be one year from the date of expiration of the period for the principal debtor to perform its debts as agreed in the independent contract. In the case of the principal debtor paying off the debt by installments, the “date of expiration of the principal debtor’s debt performance period” is the date of expiration of the last debt performance period, and the date when the creditor announces the early maturity of the debt according to the main contract. As of the end of the reporting period, the guarantee balance was 640.52 million yuan. (II) the 2020 general meeting of shareholders of the company deliberated and approved the proposal on providing guarantee amount for wholly-owned and holding subsidiaries within the scope of consolidated statements, and agreed that the company provided guarantee amount of RMB 3 billion for wholly-owned and holding subsidiaries (including subsidiaries) within the scope of consolidated statements with asset liability ratio of less than 70% in 2021, which is wholly-owned and holding subsidiaries within the scope of consolidated statements with asset liability ratio of more than 70% in 2021 The amount of guarantee provided by holding subsidiaries (including between subsidiaries) is RMB 3 billion; The guarantee period starts from the date of the resolution of the company’s 2020 annual general meeting to the date of the resolution of the company’s 2021 annual general meeting. The guarantee methods are joint and several liability guarantee, guarantee guarantee, mortgage, pledge, etc. the chairman of the company is authorized to sign the guarantee contract and relevant legal documents within the validity period of the above quota. Within the scope of the above guarantee amount, the guarantee matters occurred during the reporting period of the company are as follows:
In October 2021, Jinfeng environmental protection Co., Ltd. (hereinafter referred to as “Jinfeng environmental protection”), a wholly-owned subsidiary of the company, signed an M & a loan contract with China Merchants Bank Co.Ltd(600036) Urumqi branch for the acquisition of Shandong Chengwu YingYuan Industrial Co., Ltd. (hereinafter referred to as “Chengwu YingYuan”), with a loan term of 60 months and an amount of 61.2 million yuan. As a wholly-owned subsidiary of Jinfeng environmental protection, Chengwu YingYuan signed a pledge contract with China Merchants Bank Co.Ltd(600036) Urumqi branch to pledge all its sewage treatment charging rights and provide pledge guarantee for the loan principal and interest under the above-mentioned M & a loan contract. The guarantee period is the period from the effective date of the guarantee agreement to the expiration of the limitation of action for creditor’s rights under the M & a loan contract. As of the end of the reporting period, the guarantee balance was 56 million yuan.
(III) other approved guarantees
On April 12, 2021, the 17th meeting of the seventh board of directors of the company deliberated and approved the proposal on the acquisition of water projects, agreed that Jinfeng environmental protection, a wholly-owned subsidiary of the company, would participate in the acquisition of water projects, and Xinjiang Goldwind Science And Technology Co.Ltd(002202) Finance Co., Ltd., a wholly-owned subsidiary of the company, issued a letter of guarantee to provide a general guarantee of no more than one year for the payment of the second equity payment of Jinfeng environmental protection and the return of the creditor’s rights of the transferor, with a total guarantee amount of 934540300 yuan, Among them, the guarantee amount of equity funds is 345461500 yuan, and the guarantee amount of creditor’s rights funds is 589078800 yuan. As of the end of the reporting period, the guarantee balance was 365040300 yuan.
On June 18, 2021, the 19th meeting of the seventh board of directors of the company considered and approved the proposal on providing loans to stockyard hill, an Australian joint-stock company, and issuing power purchase agreement guarantees on behalf of the company, and agreed that the company would apply for issuing bank guarantees on behalf of stockyard hill wind farm Pty Ltd (hereinafter referred to as the “project company”). The Bank of Australia (hereinafter referred to as “electricity company”) shall be able to sign the performance guarantee for the project with electricity Ltd. (hereinafter referred to as “electricity project”) on behalf of power generation company on the date of 2020. Due to the extension of the project, Xinjiang Goldwind Science And Technology Co.Ltd(002202) and nebras power shall continue to apply for the issuance of bank guarantee on behalf of the project company to ensure that the project company can fulfill the responsibility of grid connected power generation of all fans within 12 months before and after the commercial operation date. Among them, the guarantee amount shall not exceed $45 million before the project company enters the commercial operation period. After the project company enters the commercial operation period, the guarantee amount shall not exceed $22.95 million. The guarantee period is from the expiration date of the last guarantee to July 31, 2022. As of the end of the reporting period, there was no guarantee balance.
On June 18, 2021, the 19th meeting of the seventh board of directors of the company considered and approved the proposal on providing guarantee for the subsidiaries Goldwind Queensland construction Pty Ltd and Clarke creekenergy Pty Ltd, It is agreed that Xinjiang Goldwind Science And Technology Co.Ltd(002202) provide joint and several liability guarantee for the performance and liquidated damages under the wind turbine supply and installation contract signed between Goldwind Queensland constructions Pty Ltd (hereinafter referred to as “Goldwind Queensland”) and Clarke Creek Energy Pty Ltd, a wholly-owned subsidiary of Goldwind International Holdings (Hong Kong) Co., Ltd. (hereinafter referred to as “Goldwind international”). The guarantee amount shall not exceed $610 million, and the guarantee period shall start from the signing and effectiveness of the fan supply and installation contract to the end of 2 years after the completion of the project and entering the warranty period. In case of defective failure within the warranty period, the warranty of defective and faulty parts shall be extended for an additional year. As of the end of the reporting period, there was no guarantee balance.
On June 18, 2021, the 19th meeting of the seventh board of directors of the company considered and approved the proposal on providing guarantee for the subsidiaries Goldwind Queensland construction Pty Ltd and Clarke creekenergy Pty Ltd, It is agreed that Xinjiang Goldwind Science And Technology Co.Ltd(002202) provide joint and several liability guarantee for the performance and liquidated damages under the operation and maintenance service quality assurance service contract signed between Jinfeng Queensland, a wholly-owned subsidiary of Jinfeng international and Clarke Creek Energy Pty Ltd. According to the contract, there is a basic fee every year during the operation and maintenance service period, and the actual operation and maintenance service fee will be increased by 2.5% on the basis of the basic fee every year. The upper limit of responsibility for each year’s operation and maintenance service is 200% of the annual service fee of the current year (the guarantee amount is $17483445 in the first year). The maximum liability amount of operation and maintenance services for 25 years is 100% of the contract amount. The guarantee period starts from the signing and effectiveness of the operation and maintenance service warranty contract to the end of 25 years after the project enters the operation and maintenance service period. As of the end of the reporting period, there was no guarantee balance.
(III) accumulated guarantee amount of the company
As of December 31, 2021, the external guarantee balance of the company and its subsidiaries was RMB 5.137 billion (including RMB 4.611 billion for subsidiaries), accounting for 14.45% of the audited net assets in 2021 and 4.30% of the audited total assets in 2021. (IV) the company can conscientiously implement relevant laws and regulations, articles of association, external guarantee management system and other relevant provisions, and there is no violation of relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on external guarantee of listed companies. As of December 31, 2021, the company has no overdue guarantee, and there is no obvious indication that the company may bear the liability for breach of contract due to the debt default of the guaranteed party.
5、 Independent opinions of the company’s independent directors on the hedging business of the company and its holding subsidiaries
After verification, it is necessary and feasible for the company and its subsidiaries to carry out foreign exchange and interest rate hedging business, relying on specific business operations and for the purpose of avoiding and preventing exchange rate and interest rate risks, which is conducive to reducing the impact of exchange rate and interest rate fluctuations on the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The company has carried out relevant decision-making procedures for foreign exchange and interest rate hedging business, which is in line with the relevant provisions of laws and regulations and the articles of association. Therefore, we unanimously agree that the company and its subsidiaries carry out hedging business from the date of the resolution of the 2021 annual general meeting to the date of the resolution of the 2022 annual general meeting, and agree to submit the proposal to the company’s general meeting for deliberation.
6、 Independent opinions of the company’s independent directors on the company’s engagement of an accounting firm
Upon examination, Deloitte Touche Tohmatsu (special general partnership) and Deloitte guanhuang Chenfang certified public accountants have the qualification for securities and futures related business, have the experience and ability to provide audit services for listed companies, and can meet the business development and audit business requirements of the company. The review procedures of the company’s engagement of an accounting firm comply with the provisions of relevant laws, regulations and the articles of association. Deloitte Touche Tohmatsu (special general partnership) and Deloitte guanhuang Chenfang certified public accountants have sufficient independence, professional competence and investor protection ability, and can provide true and fair audit services for the company, which is conducive to protecting the interests of the company and all shareholders. Therefore, we agree that the company will hire an accounting firm this time and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions of the company’s independent directors on the provision for credit impairment and asset impairment
After review, the provision for credit and asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. The provision for credit and asset impairment this time is based on the principle of prudent accounting, which can more objectively and fairly reflect the financial status and operating results of the company; The relevant review procedures comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company will withdraw the provision for credit and asset impairment this time.
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Independent director: Huang Tianyou, Wei Wei, Yang Jianping
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