Securities code: 600537 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) Announcement No.: 2022-013
Eging Photovoltaic Technology Co.Ltd(600537)
Announcement on providing guarantee amount for subsidiaries
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 content note: the name of the guaranteed: Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd. and Changzhou Jintan Zhixi Yijing photovoltaic power generation Co., Ltd. the guarantee amount and the guarantee balance actually provided for them: the total guarantee amount is RMB 6 billion. As of the date of this announcement, the amount of guarantee actually provided by the company is RMB 2.092 billion. There is no counter guarantee in this guarantee. Cumulative overdue amount of external guarantee: None
1、 Overview of guarantee
In order to meet the needs of production and development, Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as “the company”) agrees that Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd., the holding subsidiary of the company (hereinafter referred to as “Changzhou Yijing”) and Changzhou Jintan Zhixi Yijing photovoltaic power generation Co., Ltd. (hereinafter referred to as “Zhixi Yijing”) intend to report to the bank Leasing companies and other financial institutions add a new credit line (excluding renewal at maturity) of RMB 4 billion, and the company provides guarantee for the above credit line with a maximum balance of no more than RMB 6 billion per day.
In order to improve the decision-making efficiency of the company, the board of directors requests the general meeting of shareholders to authorize the management to decide the actual guarantee amount, guarantee form, guarantee period and other specific matters within the above guarantee limit, and authorize the chairman or general manager of the company to sign agreements, letters and other documents related to financing and performance guarantee; According to the actual needs, when the guarantee actually occurs, the amount of use can be adjusted to the wholly-owned / holding subsidiaries of Changzhou Yijing (including the newly established wholly-owned / holding subsidiaries); The authorization period is from the date of adoption by the general meeting of shareholders to December 31, 2022.
On January 17, 2022, the 10th meeting of the 7th board of directors of the company deliberated and adopted the proposal on the prediction of the company’s guarantee limit in 2022 with 9 affirmative votes, 0 negative votes and 0 abstention. According to the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) of China Securities Regulatory Commission and the provisions of the articles of association, the guarantee matter needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
(I) Changzhou Eging Photovoltaic Technology Co.Ltd(600537) Technology Co., Ltd
Registered address: No. 18, Jinwu Road, YAOTANG Town, Jintan District, Changzhou City
Legal representative: Li Jingwu
Registered capital: RMB 2129461116
Business scope: R & D and production of monocrystalline silicon (monocrystalline silicon rod, monocrystalline silicon wafer), polycrystalline silicon, quartz products, solar cells and components; Production of single crystal furnace and electric control equipment, production and processing of sapphire crystals, ingots, rods and wafers. Selling self-produced products; Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation system, design, installation, construction contracting and subcontracting projects of Cecep Solar Energy Co.Ltd(000591) , wind energy and diesel power generation complementary power generation system project; R & D of relevant equipment and wholesale business in China and its supporting services; Cecep Solar Energy Co.Ltd(000591) power generation and sales of self-produced products; China’s export business of purchasing photovoltaic materials (not involving state-run trade management commodities, but involving quota and license management commodities, the application shall be handled in accordance with the relevant provisions of the state); Aquaculture and sales of aquatic products; Product quality inspection, technical consultation and technical services; General freight. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Financial data of the latest year and period:
Unit: RMB 10000
Subject: December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 750676.29 732604.00
Net assets 189920.11 308428.69
Subject year 2020 January September 2021
Operating income 409801.10 270859.41
Net profit -62958.22 -21664.14
(II) Changzhou Jintan Zhixi Yijing photovoltaic power generation Co., Ltd
Registration location: North of Jianchang farm, Zhixi Town, Jintan District, Changzhou City
Legal representative: Li Jingwu
Registered capital: 159.46 million yuan only
Business scope: construction, operation and management of photovoltaic power station.
Financial data of the latest year and period:
Unit: RMB 10000
Subject: December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 116840.00 116550.10
Net assets 46507.29 51927.57
Subject year 2020 January September 2021
Operating income 14947.06 11978.15
Net profit 10613.73 5420.29
3、 Main contents of the guarantee agreement
Up to now, the company and its subsidiaries have not signed the guarantee agreement related to the above authorization, and the above guarantee amount is only the expected guarantee amount in 2022. The actual guarantee amount shall be subject to the guarantee contract, performance guarantee finally signed and executed or the reply of qualified banks, leasing companies and other financial institutions.
4、 Opinions of the board of directors and independent directors
The board of directors of the company believes that the above guarantee expectations and authorization are to meet the business needs of the company’s subsidiaries and in line with the company’s overall interests and development strategy; Moreover, the guaranteed party is a subsidiary within the scope of the company’s consolidated statements. The company can effectively control the risks and decisions of its daily business activities and control its credit status in time. The board of directors agreed to the above guarantee expectations of the company and submitted them to the general meeting of shareholders for authorization.
The company holds 85.71% of the equity of Changzhou Yijing and is the controlling shareholder of Changzhou Yijing. Jinsha technology holds 14.29% of the equity. It is a strategic investment in the enterprise and does not have a control position or participate in the operation and management of the company. At the same time, in the actual financing business, financial institutions only require listed companies to provide guarantee, but do not require Jinsha technology to provide guarantee. In addition, as a Government Shareholding platform, Jinsha technology has certain procedural difficulties in providing guarantee for Changzhou Yijing. Considering the above factors, based on the convenience of actual business operation and considering that Jinsha technology has no obvious need to provide guarantee, the company provides super proportion guarantee, and Jinsha technology does not provide the same proportion guarantee.
The independent directors believe that the external guarantee business is based on the business needs of the company’s subsidiaries, which is conducive to ensuring the stable development of the company and improving the company’s operating efficiency. The guaranteed parties are subsidiaries within the scope of the company’s consolidated statements, and the guarantee risk is controllable. The company’s deliberation procedures on matters concerning the prediction and authorization of external guarantee are legal and effective, comply with the provisions of relevant laws and regulations and the articles of association, and will not damage the interests of the company and minority shareholders. In conclusion, it is agreed that the company will provide guarantee for its subsidiaries this time.
5、 Accumulated external guarantees and overdue guarantees
Up to now, the company’s external guarantees are the guarantees of the company or its holding subsidiaries to its holding subsidiaries or holding subsidiaries, with a total guarantee amount of RMB 3.021 billion, accounting for 113.10% of the company’s latest audited net assets. The company has no overdue guarantee.
It is hereby announced.
Eging Photovoltaic Technology Co.Ltd(600537) board of directors
January 18, 2022
