About Cecep Solar Energy Co.Ltd(000591)
Non public offering of shares
Reply to the notification letter of the preparatory work of the IEC meeting the sponsor (lead underwriter)
(27th and 28th floors, building 2, international trade building, No. 1 Jianguomenwai street, Chaoyang District, Beijing) April, 2002
China Securities Regulatory Commission:
According to the letter on making preparations for the meeting of the stock issuance and Examination Committee of Cecep Solar Energy Co.Ltd(000591) non-public Development Bank (hereinafter referred to as the "notification letter") issued by your association, Cecep Solar Energy Co.Ltd(000591) (hereinafter referred to as " Cecep Solar Energy Co.Ltd(000591) ," company "and" issuer ") together with China International Capital Corporation Limited(601995) (hereinafter referred to as" recommendation institution ", China International Capital Corporation Limited(601995) ) Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin", "accountant" and "auditor"), Beijing Zhonglun law firm (hereinafter referred to as "Zhonglun" and "lawyer") and other intermediaries reply to the relevant questions mentioned in the notification letter. Please review it.
Unless otherwise specified, all words and abbreviations in this reply have the same meanings as those in the due diligence report. The font of this reply is as follows:
The questions listed in the notification letter are in bold
Reply to the questions listed in the notification letter
If there is any difference in the mantissa between the sum of part of the total in this reply and the sum directly added to each addend, it is caused by rounding.
catalogue
Question 1 4 question 2 42 question 3 4258 question 4 78 question 1
About defective land and property. According to the application materials, the applicant's seven project subsidiaries had problems involving basic farmland, the applicant and its subsidiaries had unlicensed land and unlicensed real estate (accounting for 32.75%), there were cases of leasing agricultural land, and the leased land had defects such as failing to provide the certification documents that the lessor has the right to lease, failing to obtain the approval of relevant land authorities and failing to obtain the land transfer entrustment documents issued by the contractor, Administrative punishment for illegal occupation of land.
The applicant is requested to supplement and disclose: (1) whether there are clear solutions and measures for the defective land and real estate; (2) Whether there are legal obstacles to the handling of circulation entrustment documents or the performance of corresponding approval procedures, and whether there are legal obstacles to obtaining circulation entrustment documents or obtaining approval; (3) Whether the corresponding rural collective economic organizations have fulfilled the relevant decision-making procedures, whether the corresponding compensation has been fulfilled, and whether there are disputes or potential disputes over the leased agricultural land; (4) Whether the applicant's production and operation are legal and compliant, whether the relevant internal control system is sound and effectively implemented, and whether the relevant risks are fully disclosed. The sponsor and the applicant's lawyer shall explain the verification basis and process, and express clear verification opinions.
reply:
1、 Statement of facts
(I) are there clear solutions and measures for defective land and real estate
1. Land use right for which ownership certificate is being processed
Since the construction period of new energy projects is relatively short and the land use right of power generation projects is not confirmed, the construction period of new energy projects is usually long, and the power generation company does not gradually obtain the certificate of new energy projects.
According to the land administration law of the people's Republic of China, the regulations for the implementation of the land administration law of the people's Republic of China, the administrative measures for the preliminary examination of construction project land, the administrative measures for the examination and approval of construction land and other relevant provisions, the key processes and links of the applicant's approval of construction land for power station project and the handling of land real estate property right certificate are as follows: (1) obtain the opinions on the preliminary examination and site selection of construction project land (if necessary); (2) Put forward the application for construction land and submit it level by level to obtain the reply of the provincial people's government for construction land; (3) Sign a land transfer contract with the land administration department of the people's government at or above the county level or obtain the allocation decision of the people's government at or above the county level; (4) Apply for land use right registration and obtain real estate property right certificate.
As of September 30, 2021, the applicant and its subsidiaries are still handling 24 land ownership certificates (except Shanxi Lu'an photovoltaic Agricultural Technology Co., Ltd. of cecep 1), among which cecep (Jianli) Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. and cecep (Pingyuan) Cecep Solar Energy Co.Ltd(000591) science and Technology Co., Ltd. have handled and obtained the real property right certificates of corresponding land after September 30, 2021. In order to solve the problem of the remaining unlicensed land, on the one hand, the applicant actively performs various approval procedures according to the above process, negotiates with the relevant departments involved in the property certificate handling at the location of the power station, and speeds up the handling process of land real estate property right certificate; On the other hand, coordinate and obtain the instructions issued by relevant departments to make it clear that relevant companies can continue to use the land / will not be subject to administrative punishment / cooperate in handling the property right certificate / handling the real estate property right certificate without substantive obstacles. For the specific progress, see "I. (II) handling progress of transfer entrustment documents or performing corresponding approval procedures, whether there are legal obstacles to obtaining transfer entrustment documents or obtaining approval".
2. Self owned property under ownership certificate
Due to the short construction period of new energy power generation projects, multiple levels of land approval and housing construction procedures and long period, new energy power generation companies usually gradually improve the housing construction procedures and obtain the real estate property right certificate after the project is completed and the land real estate property right certificate is obtained.
According to the relevant provisions of the urban real estate management law, the urban and rural planning law and the measures for the administration of construction permit, the key processes and links of the company's real estate real estate ownership certificate for photovoltaic projects are usually as follows: (1) obtain the land use right ownership certificate; (2) Obtain construction project planning permit or rural construction planning permit; (3) Obtain the construction permit of Construction Engineering (it can not be handled under a certain area or investment amount, which depends on the local regulations); (4) Apply for house registration and obtain the real estate property right certificate (registration is not a necessary procedure for obtaining house ownership).
As of September 30, 2021, the applicant and its subsidiaries have not obtained the ownership certificate of 49 properties (except cecep Shanxi Lu'an photovoltaic Agricultural Technology Co., Ltd.), of which cecep (Xintai) Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. has obtained the real estate ownership certificate of one property after September 30, 2021. In order to solve the problem of the remaining unlicensed real estate, on the one hand, the applicant actively performs various approval procedures according to the above process, negotiates with the relevant departments involved in the property certificate handling at the location of the power station, and speeds up the handling process of the real estate property right certificate; On the other hand, coordinate and obtain the instructions issued by relevant departments to make it clear that relevant companies can continue to use these properties / will not be subject to administrative punishment / cooperate in handling property right certificate / handling real estate property right certificate. 1 as of the date of issuance of this reply, Cecep Solar Energy Co.Ltd(000591) technology has been transferred through non-public negotiation, Transfer all the equity of cecep Shanxi Lu'an photovoltaic Agricultural Technology Co., Ltd. It holds to cecep Asset Management Co., Ltd., a wholly-owned subsidiary of cecep, the same below.
For specific progress, see "I. (II) handling progress of circulation entrustment documents or performing corresponding approval procedures, whether there are legal obstacles to obtaining circulation entrustment documents or obtaining approval".
3. Lease of state-owned land
It is verified that as of September 30, 2021, there are still defects in the leasing procedures of the following land among the state-owned land leased by the applicant and its subsidiaries, as follows:
The lessor and the lessee have defects in the area leasing procedures, and the solutions and measures to be taken are no defects
The approval letter issued by the people's Government of Jiaxing Xiuzhou city for the lease of 800 mu of land by the people's Government of the people's Republic of China at or above the county level has not been obtained by the people's Government of Jiaxing City
Department approval
Communicate and obtain the certificate issued by the lessor that cecep photovoltaic farmers have not provided the lease and confirm that they are handling the land ownership certificate. 2. Shandong AoXin animal husbandry technology (confirmation that 7000 square meters have the right to lease and have the right to lease to others) Co., Ltd, And continuously communicate with the lessor to obtain the subsequent real estate property right certificate
Zhejiang Shuqi mengneng Aksu rongchuang light did not provide lease communication and obtained the confirmation letter of the land owner and Sanyuan Technology Co., Ltd. that the 257.3 Mu Public Power Technology Co., Ltd. is entitled to sublease the certificate of Zhejiang Shuqi mengneng Energy Technology Co., Ltd
4. Leasing collective land
It is verified that as of September 30, 2021, there are still defects in the leasing procedures of the following land in the collective land leased by the applicant and its subsidiaries, as follows:
Order the lessor and the lessee to solve the defects of the area leasing procedure, and the proposed solution number (MU) case and measures
The land mentioned above is used to accumulate sludge. The lease contract will expire in May 2022 when Lijiashan Fengling new energy has not obtained the township administration. Due to the approval of 69.9 government of 1sheng Economic Cooperation Technology Co., Ltd. (including the superior Jiashan Fengling new energy social people's Government), the Technology Co., Ltd. is no longer required to use such land, Therefore, the contract will not be renewed after expiration
Sunzhong energy conservation (Xintai) in Quangou Town, Xintai City did not obtain the confirmation letter from the township government to obtain the rent approval of Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. 7.8 government of liangjiazhuang village committee in Quangou town (including the people's Government of the superior who agreed to leave the company)
5. Land used in other ways
The photovoltaic field of Yumen Changma phase III 25MW grid connected photovoltaic power generation project constructed by cecep Cecep Solar Energy Co.Ltd(000591) (Jiuquan) Power Generation Co., Ltd. is located in the east of the central control building of cecep Changma wind farm in the southwest of Yumen Town, Yumen City, with a land area of about 667854 square meters. With the consent of the competent department, it is proposed to use the above land by filing. Cecep Cecep Solar Energy Co.Ltd(000591) (Jiuquan) Power Generation Co., Ltd. has obtained the statement issued by the competent department that there are no substantive obstacles to the land filing, and will actively perform the land filing procedures in the future.
To sum up, the applicant has formulated clear solutions and measures for the specification of defective land and real estate.
(II) whether there are legal obstacles to the handling of circulation entrustment documents or the implementation of corresponding approval procedures, obtaining circulation entrustment documents or obtaining approval
1. Land use right for which ownership certificate is being processed
As of September 30, 2021, the applicant and its subsidiaries are still handling 24 land ownership certificates (except cecep Shanxi Lu'an photovoltaic Agricultural Technology Co., Ltd.), and the specific progress is as follows:
Serial number: the location area of the main body (M2) the actual purpose is to obtain the local handling progress, and the relevant administrative departments shall explain it
