Securities code: 601615 securities abbreviation: Ming Yang Smart Energy Group Limited(601615) Announcement No.: 2022-005 Ming Yang Smart Energy Group Limited(601615)
Announcement on providing guarantee to 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 tips:
Name of the guaranteed: Kailu Mingyang Smart Energy Co., Ltd. (hereinafter referred to as “Kailu Mingyang”) Ming Yang Smart Energy Group Limited(601615) (hereinafter referred to as “the company”) is a wholly-owned secondary subsidiary. Kailu Mingyang applies for fixed asset loans from Shanghai Pudong Development Bank Co.Ltd(600000) Baotou Branch (hereinafter referred to as “Shanghai Pudong Development Baotou branch”) to provide guarantees, with a total amount of no more than RMB 340 million. As of the date of this announcement, the actual guarantee balance provided by the company for Kailu Mingyang was RMB 10000.
There is no counter guarantee in this guarantee
The cumulative number of overdue external guarantees; As of the date of this announcement, the company has no overdue external guarantee. 1、 Overview of guarantee
(I) basic information of guarantee
In order to meet the needs of project construction, Kailu Mingyang applied for fixed asset loans from Shanghai Pudong Development Bank Baotou Branch, with a total amount of RMB 3400 million; The total amount of joint and several liability guarantee provided by the company for the above matters shall not exceed RMB 3400 million.
(II) internal decision-making procedures for the performance of guarantee matters
The proposal on the prediction of the company’s external guarantee amount in 2021 was deliberated and adopted at the 14th meeting of the second board of directors held on January 20, 2021 and the first extraordinary general meeting of shareholders in 2021 held on February 8, 2021. In order to meet the needs of the company’s daily operation and new energy project construction funds, It is agreed that the maximum amount of guarantee provided by the company for Kailu Mingyang in 2021 shall not exceed 350 million yuan. It is valid until the new guarantee plan is approved by the next annual general meeting of shareholders of the company or the general meeting of shareholders considering the expected annual guarantee. This time
The guarantee is within the scope of authorization. For details, please refer to the announcement on the prediction of the company’s external guarantee amount in 2021 (Announcement No.: 2021-008) and the announcement on the resolution of the first extraordinary general meeting in 2021 (Announcement No.: 2021-013) published on the designated information disclosure media on January 21, 2021 and February 9, 2021.
After the guarantee is completed, the company expects to provide the remaining amount of guarantee for Kailu Mingyang in 2021 to be RMB 100 million.
2、 Basic information of the guaranteed
Company name: Kailu Mingyang Smart Energy Co., Ltd
Date of establishment: August 25, 2020
Registered capital: 679.6 million yuan
Legal representative: Zhang Chao
Address: building 26-1, building 1, Mingzhu new town, Heping Street, Kailu Town, Tongliao City, Inner Mongolia Autonomous Region. Kailu Mingyang is a wholly-owned subsidiary of the company, mainly engaged in wind power generation; New energy technology promotion services; Wind power, photovoltaic power generation and energy storage project development and technical and business consulting services.
The main financial data are as follows: unit: RMB yuan
September 30, 2021 December 31, 2020
project
(Unaudited) (Unaudited)
Total assets 743190860.45 61500000.00
Total liabilities 687191178.31 30500000.00
Including: total bank loans —
Total current liabilities 687191178.31 30500000.00
Owner’s equity attributable to the parent company 55999682.14 31000000.00
January September 2021 January December 2020
project
(Unaudited) (Unaudited)
Operating income —
Net profit attributable to owners of parent company -317.86-
Kailu Mingyang is the contractor of the 600000 kW wind power project in Kailu County, a demonstration project of “integration of fire, scenery, storage, system and research” of modern energy in Tongliao City. At present, it is in the initial stage of construction, so Kailu Mingyang has not generated income during this period.
3、 Main contents of the guarantee agreement
The company applied for fixed asset loan from Shanghai Pudong Development Baotou branch for Kailu Mingyang, and signed the maximum guarantee contract with the creditor Shanghai Pudong Development Baotou Branch, providing joint and several liability guarantee with a total amount of no more than RMB 3400 million. According to the maximum guarantee contract, the guarantee period is calculated separately according to each creditor’s right to the debtor, from the date of expiration of the debt performance period of each creditor’s right contract to two years after the date of expiration of the debt performance period agreed in the creditor’s right contract. If the creditor and the debtor reach an extension agreement on the performance period of the main debt, the guarantee period shall end two years after the expiration of the debt performance period re agreed in the extension agreement.
At the same time, Inner Mongolia Mingyang New Energy Development Co., Ltd., a wholly-owned subsidiary of the company, signed the pledge contract of maximum right with Shanghai Pudong Development Baotou branch on the fixed asset loan, pledging its 100% equity of Kailu Mingyang to Shanghai Pudong Development Baotou branch until all creditor’s rights under the independent contract are paid off in full.
4、 Opinions of the board of directors
The board of directors of the company believes that the guarantee for Kailu Mingyang meets the needs of the company’s operation and development and is conducive to the project construction and operation of Kailu Mingyang. Kailu Mingyang is a wholly-owned holding subsidiary of the company and is operated and managed by the company. This guarantee will not bring risks to the company and shareholders.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of the announcement, the total amount of external guarantee contracts signed by the listed company and its holding subsidiaries is RMB 11533.8696 million (excluding the guarantee amount released after maturity or settlement of loans); According to the daily operation demand and project construction, as of the disclosure date of the announcement, the balance of the main external guarantee debt of the listed company and its holding subsidiaries was RMB 5163.3902 million, accounting for 34.98% of the company’s audited net assets attributable to the parent company in 2020.
In addition to providing a guarantee of no more than RMB 304526700 to Taonan top 100 new energy Co., Ltd. (hereinafter referred to as “Taonan top 100”), a wind power investment project company, for details, see the announcement on external guarantee (Announcement No.: 2021-121) published by the company on the designated information disclosure media on September 13, 2021. The total external guarantees of the above companies are all guarantees provided to holding subsidiaries. As of the disclosure date of the announcement, the listed company actually provided guarantee for Taonan top 100, and the balance of main debt was 20 million yuan.
The external guarantee of the company is mainly the financial lease guarantee and loan guarantee provided for the construction of the company’s new energy power station and production base: (1) the capital required for the development and construction of the company’s new energy power station project is large, usually from the bank loan of the project company and the financial lease of fan equipment. In order to ensure the smooth handling of financing business and promote the construction progress of new energy power station, the project company usually provides pledge or mortgage guarantee to banks and financial leasing companies with its equity, real estate, land and equipment, and the company provides joint and several liability guarantee; (2) In order to adapt to the industry development trend of large-scale wind turbines and the overall acceleration of China’s offshore wind power development, the company has built some offshore wind turbine complete machine and blade production bases, and the construction capital is mainly from bank loans. In order to ensure the smooth construction of the base, the company has provided joint and several liability guarantee and contract income pledge guarantee for the above loans.
In order to control the financial risks that may be caused by the high asset liability ratio and external guarantee ratio in the process of rapid growth of business scale, the company adopts the overall strategy of “rolling development” for the operation business of new energy power stations, that is, during the continuous investment and construction of new power station assets, the company continues to choose the opportunity to sell mature power station projects. Through the overall strategy of rolling development, the company will control the scale of stock assets as a whole, so as to further integrate the company’s resources, give full play to the investment benefits of funds and reduce the financial risk caused by external guarantee.
As of the date of this announcement, the company has no overdue guarantee.
It is hereby announced.
Ming Yang Smart Energy Group Limited(601615) board of directors
January 20, 2022
