Stock Code: Huayi Electric Company Limited(600290) stock abbreviation: Huayi Electric Company Limited(600290) No.: pro 2022013
Huayi Electric Company Limited(600290)
Announcement on providing equity pledge guarantee for joint-stock companies
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.
● name of the guaranteed: Dachaidan Taibai new energy Co., Ltd. (hereinafter referred to as "Taibai company"), a joint-stock company of the company, with 490196% equity held by Huashi Energy Technology Group Co., Ltd., an indirect wholly-owned subsidiary of the company;
● the amount of this guarantee and the guarantee balance actually provided for it: the principal amount of this equity pledge guarantee is 290 million yuan. Except for this guarantee plan, the company has not provided other guarantees to Taibai company. ● counter guarantee: no
● cumulative overdue amount of external guarantee: as of the disclosure date of this announcement, the debt of the company as the guarantor has been overdue, of which: the cumulative loss of the company and its subsidiaries due to joint guarantee is 858340800 yuan; The amount of overdue debts is 752661400 yuan. For the above overdue guarantee, the company has accrued the estimated liabilities and recognized the corresponding credit impairment loss after deducting the corresponding collateral and pledge from the guaranteed principal, interest and default interest.
1、 Overview of pledge guarantee
Dachaidantaibai new energy Co., Ltd., a joint-stock company of the company, is Qinghai Taibai new energy Xitieshan wind farm project company. The phase I project is located in Dachaidan administrative region of Haixi Mongolian and Tibetan Autonomous Prefecture, Qinghai Province. The project adopts 33 1.5MW high-altitude units produced by Huayi wind energy Co., Ltd., a wholly-owned subsidiary of the company, with a total capacity of 49.5mw. In order to promote the project construction, Taibai company signed the financial leasing (direct leasing) contract with China power investment, financing and Financial Leasing Co., Ltd. in July 2015. Taibai company raised 290 million yuan from China power investment, financing and Financial Leasing Co., Ltd. through financial leasing with the main assets such as project wind turbines. At the same time, the project company pledged and guaranteed the financing with the right of return on electricity charges, Qinghai Taibai new energy Co., Ltd., the shareholder of Taibai company, guarantees the equity pledge with its equity.
In recent years, due to wind farm power restriction, epidemic situation, lack of funds, inadequate spare parts, project management and other reasons, the operation efficiency of the project is low, and the actual equivalent full load annual utilization hours are lower than the planned available hours of the project. Since the wind turbine of the project is supplied by Huayi wind energy Co., Ltd., a wholly-owned subsidiary of the company, Huayi wind energy Co., Ltd. has actively communicated with the owner and financier on the scheme of improving quality and efficiency.
In order to solve the historical problems such as the project power generation fails to meet the expectation and the project power generation income cannot cover the financing principal and interest, and avoid the possible loss of the company's investment and the loss of the project quality guarantee fund caused by the disposal of the financing party, according to the credit enhancement requirements put forward by the financing party and on the premise that other shareholders of the joint-stock company provide equity pledge, Huashi Energy Technology Group Co., Ltd., an indirect wholly-owned subsidiary of the company (of which, the company directly holds 85.33% of its equity and Huayi wind energy, a wholly-owned subsidiary of the company, holds 14.67%) plans to pledge 490196% of the equity of Taibai company to China power investment, financing and Leasing Co., Ltd. to provide equity pledge guarantee for the 290 million yuan financing applied by the joint-stock company to China power investment, financing and Leasing Co., Ltd. The scope of pledge guarantee is the creditor's rights of the main contract (including but not limited to the rent of the main contract, overdue penalty interest, handling charges, purchase retention price, liquidated damages, loss compensation and other funds) and the expenses for realizing the creditor's rights of the main contract; Huashi Energy Technology Group Co., Ltd. shall bear the pledge guarantee liability to the extent of the value of the pledge object it holds. The pledge period is the sum of the period of the principal creditor's right plus the limitation period of the principal creditor's right.
The company held the eighth interim meeting of the board of directors on April 7, 2022, and considered and adopted the proposal on providing equity pledge guarantee for joint-stock companies with 9 affirmative votes, 0 negative votes and 0 abstention votes. This transaction is not a related party transaction, and this pledge matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Basic information of the guaranteed
corporate name; Dachai dantaibai new energy Co., Ltd
Date of establishment: May 28, 2014
Registration place: Dachaidan travel Committee, Haixi Prefecture, Qinghai Province
Legal representative: Chen yingyu
Registered capital: 153 million yuan
Main business: wind farm investment and construction and investment operation management, power generation, power transmission and power sales New energy investment (invested with self owned funds), asset management, investment management and consulting, enterprise management consulting and business information consulting (except economic information); Technology development and technical services in the field of energy science and technology; Wind farm survey and design, craft gift design, digital wind farm system software development, wind turbine generator set and parts, mechanical equipment sales; Equipment leasing services (for projects that need to be approved according to law, business activities can be carried out only after being approved by relevant departments)
Composition of shareholders:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Qinghai Taibai new energy Co., Ltd. 760000 496732%
Huashi Energy Technology Group Co., Ltd. 750000 490196%
Shanghai Daming New Energy Technology Co., Ltd. 200.00 1.3072%
Total 1530000 100.00%
Main financial indicators of the latest year:
Unit: 10000 yuan
Financial indicators December 31, 2021 (Unaudited)
Total assets 3823989
Total liabilities 2339370
Including: bank loans-
Net assets 1484619
Asset liability ratio 61.18%
2021 (Unaudited)
Operating income 0
Net profit -56.35
3、 Main contents of pledge agreement
1. Contract parties
Pledgee: China Power Investment and Financing Leasing Co., Ltd
Pledgor: Huashi Energy Technology Group Co., Ltd
2. Pledge object: 490196% equity of Taibai company held by Huashi Energy Technology Group Co., Ltd. 3. Pledge period: the sum of the pledge period and the limitation period of main creditor's rights; 4、 Scope of pledge guarantee: the scope of guarantee under this contract is the main contract creditor's right (including but not limited to the main contract rent, overdue penalty interest, handling fee, purchase retention price, liquidated damages, loss compensation and other funds) and the cost of realizing the main contract creditor's right (including but not limited to legal fees, arbitration fees, preservation fees, preservation guarantee fees, lawyer fees, audit fees, evaluation fees, appraisal fees, auction fees, notarization fees, execution fees, travel expenses, taxes, etc.); 5. Conditions for effectiveness of the contract: the contract shall come into force after being sealed by the pledgee and signed (or sealed) by the pledgor.
4、 Opinions of the board of directors
The indirect wholly-owned subsidiary of the company provides pledge guarantee for the financing of the joint-stock company with its equity of the joint-stock company, which aims to solve the problems left over by the history of the project, properly solve the disposal risk caused by the financing pledge of main fixed assets of the joint-stock company, and reduce the investment risk of the company. In addition, other shareholders of the joint-stock company provide equity pledge guarantee with the same conditions. This pledge is in line with the overall interests of the company, the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shanghai Stock Exchange, the articles of association, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Opinions of independent directors
This pledge guarantee is conducive to properly solve the disposal risk caused by the financing pledge of major fixed assets of the joint-stock company and reduce the investment risk of the company. Other shareholders of the guarantee object provide equity pledge guarantee, and this pledge guarantee does not damage the interests of the company and shareholders. The equity pledge guarantee complies with relevant regulations, and its decision-making procedure is legal and effective. Agree to the company's equity pledge guarantee.
6、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, excluding this guarantee plan, the external guarantee amount of the company and its subsidiaries was 752661400 yuan, accounting for 64.00% of the audited net assets of the company as of December 31, 2020; The cumulative guarantee amount of the company and its subsidiaries as subsidiaries is 943071 million yuan, accounting for 8.02% of the audited net assets of the company as of December 31, 2020.
As of the disclosure date of this announcement, the debts of the company as the guarantor have been overdue, of which: the accumulated losses of the company and its subsidiaries due to joint and several guarantees are 858347600 yuan; The amount of overdue debts is 752661400 yuan. For the above overdue guarantee, the company has accrued the estimated liabilities and recognized the corresponding credit impairment loss after deducting the corresponding collateral and pledge from the guaranteed principal, interest and default interest. It is hereby announced.
Huayi Electric Company Limited(600290) board of directors April 11, 2022
