Securities code: Wuxi Taiji Industry Limited Corporation(600667) securities abbreviation: Wuxi Taiji Industry Limited Corporation(600667) Announcement No.: pro 2022013 Wuxi Taiji Industry Limited Corporation(600667)
Announcement on the ratification and extension of the equity pledge guarantee provided by the subsidiary No. 11 technology for its wholly-owned subsidiary
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important notes:
● name of the guaranteed: Fuping Huiyuan new energy Co., Ltd. Wuxi Taiji Industry Limited Corporation(600667) subsidiary No. 11 technology holds 100% equity of Fuping Huiyuan.
● guarantee overview: subsidiary No. 11 technology provides equity pledge guarantee for Fuping Huiyuan within the limit of its 100% equity share of Fuping Huiyuan, and the pledge period is until December 31, 2021. Without the authorization of the board of directors and the general meeting of shareholders, Xi’an technology illegally extended the guarantee period of the above equity pledge to April 30, 2022. In order to meet the actual needs of the project construction of the power station company, the above matters of extending the guarantee period of equity pledge shall be ratified, and the guarantee period of equity pledge shall be extended to December 31, 2022.
● whether there is counter guarantee in this guarantee: none.
● cumulative number of overdue external guarantees: none.
1、 Overview of guarantee
Wuxi Taiji Industry Limited Corporation(600667) (hereinafter referred to as ” Wuxi Taiji Industry Limited Corporation(600667) “) held the 26th meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2021 on October 27, 2021 and November 12, 2021 respectively, and deliberated and adopted the proposal on the equity pledge guarantee provided by subsidiary 11 technology for its wholly-owned subsidiary, In order to ensure that Fuping Huiyuan new energy Co., Ltd. (hereinafter referred to as “Fuping Huiyuan”), a wholly-owned photovoltaic power station project company of the subsidiary information industry electronics 11th design and Research Institute Science and Technology Engineering Co., Ltd. (hereinafter referred to as “11th science and technology”), pays its EPC contract for Fuping County 200MW photovoltaic power station project (hereinafter referred to as “main contract”) on time and in full before the completion acceptance date The total price of the main contract for the project payment payable under this item is 924 million yuan. 11 technology provides equity pledge guarantee for Fuping Huiyuan to the extent of its 100% equity share of Fuping Huiyuan. The pledgee is Shanghai Datun Energy Resources Co.Ltd(600508) Technology Development Co., Ltd. (hereinafter referred to as ” Shanghai Datun Energy Resources Co.Ltd(600508) “), and the guarantee amount is no more than 924 million yuan, and the pledge period is until December 31, 2021. For details, please refer to the announcement issued by the company on the website of Shanghai Stock Exchange. (Announcement No.: pro 2021040)
Affected by the epidemic, the 200 MW photovoltaic power station project in Fuping County failed to be completed and accepted on schedule. Without the authorization of the board of directors and the general meeting of shareholders, 11 technology extended the above equity pledge guarantee period to April 30, 2022, and the extension was not informed to the listed company. The company recently carried out internal self-examination, found the above-mentioned illegal guarantee matters, immediately asked the relevant responsible person to explain the situation, and immediately started the internal accountability procedure. The extension of equity pledge guarantee is carried out by subsidiary No. 11 technology according to the actual needs of the project construction of the wholly-owned power station company, which will not have a significant adverse impact on the company, will not affect the company’s sustainable operation ability, and will not damage the interests of the company and shareholders. Therefore, the above extension of equity pledge guarantee period will be ratified. Considering the impact of the epidemic on the progress of the project and the actual needs of the construction of the power station project, 11 science and technology plans to extend the guarantee period of equity pledge to December 31, 2022. Subsidiary 11 technology will strictly control the project progress and construction management, coordinate the project management to prevent risks, and handle the procedures for lifting the equity pledge guarantee as soon as possible. The company will timely follow up the progress of the project and do a good job in subsequent information disclosure.
On April 10, 2022, the company held the 30th meeting of the ninth board of directors, deliberated and approved the proposal on ratification and extension of the period of equity pledge guarantee provided by subsidiary Xi technology for its wholly-owned subsidiary, and agreed to this guarantee. The independent directors of the company expressed their prior approval opinions on the guarantee and submitted the guarantee proposal to the board of directors for deliberation, and expressed their independent opinions on the guarantee.
The ratification and extension of the period of equity pledge guarantee provided by subsidiary No. 11 technology for Fuping Huiyuan needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
Company name: Fuping Huiyuan new energy Co., Ltd
Registered address: Room 502, unit 1, building 4, shijicheng community, Cangshan West Road, Fuping County, Baoding City, Hebei Province
Legal representative: Yu Caizhi
Enterprise nature limited liability company
Registered capital: 1 million yuan
Unified social credit code 91130624ma0f1yu26n
Cecep Solar Energy Co.Ltd(000591) power generation Cecep Solar Energy Co.Ltd(000591) and related new energy power generation technology services; Development, investment, construction and operation, power purchase and sale of solar energy and related new energy power generation projects, agricultural and forestry photovoltaic integration projects, agricultural business scope and facility agriculture projects. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure Xi technology holds 100% equity of Fuping Huiyuan
As of December 31, 2021, Fuping Huiyuan has total assets of 41830959488 yuan and total liabilities
41831072488 yuan (including 0 yuan of total bank loans and 41831072488 yuan of current liabilities), net assets – 1130 yuan. From January to December 2021, the operating income was 0 yuan and the net profit was 0 yuan. (Unaudited) III. main contents of the guarantee agreement
(I) main contents of pledge agreement between Xi’an technology and Shanghai Datun Energy Resources Co.Ltd(600508) on 100% equity of Fuping Huiyuan: pledgor: Science and Technology Engineering Co., Ltd. of the 11th design and Research Institute of Information Industry Electronics
Pledgee: Shanghai Datun Energy Resources Co.Ltd(600508) Technology Development Co., Ltd
In order to ensure the performance of Fuping Huiyuan new energy Co., Ltd. (hereinafter referred to as the “debtor” or “target company”) and the pledgee’s signing of the EPC contract for Fuping County 200MW photovoltaic power generation project (hereinafter referred to as the “main contract”) with the number of cpipec-gl-91101000300, the pledgor agrees to pledge to the pledgee within the limit of 100% equity of the target company it owns or has the right to dispose of according to law, To guarantee the debtor to pay the project funds payable before the completion acceptance date under the main contract in full and on time.
Upon examination, the pledgee agrees to accept the pledge guarantee provided by the pledgor. In order to clarify the rights and obligations of the pledgor and the pledgee, this contract is hereby signed on the principle of equality and mutual benefit and in accordance with relevant national laws and regulations.
1. Secured principal claim
The types of principal creditor’s rights guaranteed under this contract are the same as those under the main contract. The guaranteed principal creditor’s rights are: the project funds payable by the debtor within the scope agreed in the main contract. Even if the completion acceptance date of the project is before April 30, 2022, the pledgee is still entitled to exercise the pledge right in accordance with the pledge contract with respect to the project price under the main contract.
2. Scope of pledge guarantee
The scope of pledge guarantee under this contract includes:
(1) Project funds, interest (including legal interest, agreed interest, advance interest, etc.), handling charges, liquidated damages, damages, expenses for realizing creditor’s rights (including but not limited to litigation expenses, lawyer’s expenses, notarization expenses, execution expenses, etc.) and all other expenses payable under the main contract;
(2) The costs for the pledgee to realize the Pledge under this contract and any other payments payable by the pledgor to the Pledgee under this contract.
(collectively, the “secured obligations”)
(3) The certificate used by the pledgee to indicate any guaranteed debt or any amount payable under this contract shall be consistent with the provisions of the main contract.
3. Pledged equity
The pledgor voluntarily provides 100% of the equity of the target company held by it to set a pledge. For the details of the pledged equity, see Annex I “list of pledged equity” to the contract.
The effectiveness of the pledge shall include the fruits generated by the pledged equity during the pledge period (including but not limited to share distribution, allotment, dividend, conversion to additional shares, dividend distribution and other income). During the pledge period, the fruits in the form of currency generated by the pledge right shall be deposited into the account designated by the pledgee, and the pledgor shall not withdraw them without the written consent of the pledgee.
4. Pledge period
The pledge right and the secured creditor’s right exist at the same time. However, the pledge right and the secured creditor’s right shall be automatically extinguished when one of the following conditions is met. From the date of automatic extinction, the pledgee has no right to file any claim and lawsuit against the pledgor for recourse to the Pledge under this contract.
(1) The 100% equity of Fuping Huiyuan new energy Co., Ltd. held by the pledgor has been determined to be held by the pledgee (or the designated agent of the pledgee).
(2) The pledge registration period expires on April 30, 2022.
The pledge registration period is until April 30, 2022. If the capacity grid connection time agreed in the contract of Fuping 200MW photovoltaic power generation project is adjusted, the pledge period of this Agreement shall be adjusted accordingly.
With the written consent of both parties, the pledge registration period can be changed. If the pledge registration period is changed, the above paragraph (2) of this Agreement shall be changed accordingly.
5. Governing law and dispute resolution
This contract and any matters involved in this contract shall be governed by and interpreted in accordance with Chinese law. Any dispute between the pledgor and the pledgee in the performance of this contract shall first be settled by both parties through negotiation. If the negotiation fails, it shall be settled by arbitration in Shanghai Arbitration Commission.
6. Effectiveness, alteration and termination of the contract
This contract shall come into force after the legal representatives or entrusted agents of the pledgor and the pledgee sign or seal and affix official seals. The pledge right shall be established when the pledge registration department handles the pledge registration.
After the contract takes effect, neither party shall change or terminate the contract in advance without authorization. If the contract needs to be changed or terminated, both the pledgor and the pledgee shall reach a written agreement through consultation. The terms of this contract shall remain valid until a written agreement is reached.
Within 30 days from the date of full capacity grid connection of the debtor’s Fuping County 200MW photovoltaic power station project or the appropriate date agreed by both parties, the pledgee shall:
(1) Return the pledged equity Certificate (if any) to the pledgor.
(2) Assist the pledgor in handling the procedures for the cancellation or cancellation of the pledge, and all relevant expenses arising therefrom shall be borne by each party.
(II) Xi. Main contents of the agreement between science and technology and Shanghai Datun Energy Resources Co.Ltd(600508) on extending the pledge period of 100% equity of Fuping Huiyuan:
In order to ensure the fulfillment of the EPC contract of Fuping County 200MW photovoltaic power generation project signed by Fuping Huiyuan and Shanghai Datun Energy Resources Co.Ltd(600508) Co., Ltd., 11 science and technology agreed to pledge its 100% equity of Fuping Huiyuan to Shanghai Datun Energy Resources Co.Ltd(600508) to guarantee Fuping Huiyuan to pay the project funds payable under the main contract before the completion acceptance date in full and on time, up to 924 million yuan. The pledge period is extended to December 31, 2022.
4、 Opinions of the board of directors
The board of directors of the company believes that the company’s ratification and extension of the guarantee period of equity pledge is carried out by the subsidiary No. 11 technology according to the actual needs of the business operation of the wholly-owned power station company, which will not have a significant adverse impact on the company and affect the company’s sustainable operation ability. The company can strictly abide by the provisions of relevant laws, regulations and the articles of association and standardize the guarantee behavior, Agree to ratify and extend the guarantee period of equity pledge.
The independent directors of the company expressed their consent to the ratification and extension of the guarantee period of equity pledge, submitted the proposal of ratification and extension of the guarantee period of equity pledge to the board of directors for deliberation, and expressed the following independent opinions:
The independent directors of the company believe that the ratification and extension of the guarantee period of equity pledge belong to the normal business behavior of the company. The contingent risks related to the guarantee will not affect the sustainable operation ability of the company and damage the interests of the company and shareholders. All directors and management of the company can prudently treat and strictly control the risks arising from external guarantee. We agree to the extension of the equity pledge guarantee of the subsidiary No. 11 technology.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of the announcement, the total external guarantee of the company and its holding subsidiaries was 183294500000 yuan, accounting for 22.52% of the audited net assets of the company in 2020; The total amount of guarantee provided by the company to the holding subsidiaries and the holding subsidiaries to the subordinate holding subsidiaries is 177882000000 yuan, accounting for 21.86% of the audited net assets of the company in 2020. The company and its subsidiaries have no overdue guarantee.
6、 Documents for future reference
1. Wuxi Taiji Industry Limited Corporation(600667) the resolution of the 30th meeting of the ninth board of directors
2. Opinions of independent directors
It is hereby announced.
Wuxi Taiji Industry Limited Corporation(600667) board of directors April 11, 2022
