CITIC Securities Co., Ltd

About Sany Renewable Energy Co., Ltd

Verification opinion on the estimated amount of external guarantee in 2025

CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities"), as the sponsor of the initial public offering of shares of Sany Renewable Energy Co., Ltd. (hereinafter referred to as "Sany Renewable Energy" or the "Company") and its listing on the Science and Technology Innovation Board, performed its continuous supervision duties in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other relevant regulations, and verified the estimated external guarantee quota of Sany Renewable Energy in 2025, which is as follows:

1. Overview of the guarantee

(1) Basic information of the guarantee

In order to meet the daily operation and business development capital needs of the subsidiaries and ensure the smooth development of their business, combined with the company's 2025 annual development plan, on the premise of ensuring standardized operation and controllable risks, the company intends to provide guarantees for domestic and foreign holding subsidiaries within the scope of the consolidated statements in accordance with the relevant laws and regulations, normative documents and relevant regulations of the company in accordance with the "Regulatory Guidelines for Listed Companies No. 8 - Regulatory Requirements for Capital Transactions and External Guarantees of Listed Companies". The total amount of guarantees is expected to be no more than RMB (or its equivalent in foreign currency) of RMB 23.500 billion.

The guarantee amount is valid from January 1, 2025 until the new guarantee amount is approved by the board of directors/general meeting of shareholders

The date of the event. The scope of the guarantee includes, but is not limited to, the guarantee arising from the application for financing business (including various types of loans, bank acceptance bills, letters of credit, letters of guarantee, commercial bills, etc.) of the holding subsidiary, as well as the performance guarantee (including the issuance of letters of guarantee, etc.) in daily operations. The guarantee methods include guarantee, mortgage, pledge, lien, etc., and the specific guarantee period, guarantee amount, and guarantee method shall be subject to the guarantee contract signed at that time.

Since the above-mentioned guarantee amount is based on the current business situation of the company, in order to ensure the actual needs of the company's production and operation, and improve the flexibility of external guarantee on the basis of controllable overall risks, the estimated guarantee amount can be adjusted between the holding subsidiaries (including new or newly established subsidiaries) within the scope of the company's consolidated statements, and the guarantee object with an asset-liability ratio of more than 70% can only be transferred between other guarantee objects with an asset-liability ratio of more than 70%. The details are shown in the table below:

Unit: 100 million yuan

Serial No. Guarantor Guarantor Company Direct or Indirect This is expected to be guaranteed

Percentage of shares to be held

1 Sany Renewable Energy Hunan Sany Smart New Energy Design has 100% 35.00

Limited to companies

2 Sany Renewable Energy Sany New Energy Investment Co., Ltd. 100% 20.00

Heavy Energy International Holdings Limited (

3 Heavy Energy International 100% 40.00

Holding Limited）

Sany Wind Power India Pvt. Ltd

4 Sany Wind Energy India 99.9995% 15.00

Private Limited）

5 Sany Renewable Energy Sany (Bayannur) Wind Power Equipment 100% 10.00

Ltd

6 Sany Renewable Energy Sanyi Jiakou Wind Power Technology Co., Ltd. 100% 10.00

manage

7 Sany Renewable Energy Sany Renewable Energy Equipment (Chenzhou) Limited 100% 10.00

firm

8 Sany Renewable Energy Tongyu County Sany Wind Power Equipment Technology has 100% 10.00

Limited liability company

9 Sany Renewable Energy Beijing Sany Intelligent Motor Co., Ltd. 100% 10.00

10 Sany Renewable Energy Sany (Tacheng) Wind Power Equipment Co., Ltd. 100% 10.00

firm

11 Sany Renewable Energy Sany (Shaoshan) Wind Power Equipment Co., Ltd. 100% 10.00

firm

12 Sany Renewable Energy Sany (Balikun) Wind Power Equipment has 100% 10.00

Limited to companies

13 Sany Renewable Energy Qingyang Sany New Energy Equipment Co., Ltd. 100% 5.00

manage

14 Sany Renewable Energy Sany (Dongying) Wind Power Co., Ltd. 100% 5.00

15 Sany Renewable Energy Sany (Tongliao) Wind Power Equipment Co., Ltd. 100% 5.00

firm

16 Sany Renewable Energy Sany (Zunyi) Wind Power Equipment Co., Ltd. 100% 5.00

firm

17 Sany Renewable Energy Tonghe County Xinji Wind Power Co., Ltd. 100% 5.00

manage

18 Sany Renewable Energy Bozhou Sany Energy Technology Co., Ltd. 100% 5.00

19 Sany Renewable Energy Sany (Xingtai) Wind Power Equipment Co., Ltd. 100% 5.00

firm

20 Sany Renewable Energy Xiangneng (Fuxin) Wind Power Equipment Co., Ltd. 100% 5.00

firm

21 Sany Renewable Energy Sany Renewable Energy (Rizhao) Wind Power Equipment 100% 5.00

Manufacturing Co., Ltd

Total 235.00

Note: There is a penny difference between the sum of the data and the total, which is caused by rounding when the data is calculated.

(2) The review procedures for the performance of the guarantee matters

The company held the 11th meeting of the second board of directors and the second board of supervisors on December 20, 2024

At the ninth meeting, the "Proposal on the Estimated External Guarantee Amount in 2025" was deliberated and passed

Shanghai Stock Exchange Science and Technology Innovation Board Listing Rules" and other relevant provisions, this proposal still needs to be submitted to the company's general meeting of shareholders

Deliberation.

2. Basic information of the guarantor

(1) The basic information of the guarantor

Preface Company Name Registration Nature of Enterprise Legal Representative Registered Capital Date of Establishment Main Business Scope

Location (10,000 yuan)

limited liability public construction projects;

Hunan Sany Zhi Hunan Division (non-natural person surveying and mapping services; geology

1 Hui New Energy Shaoyang Investment or Holding Zhou Fugui 10,000 2016.7.27 Disaster Risk Assessment

Sole proprietorship of a limited company) valuation; Construction engineering survey

Survey, etc

Limited liability for public technical services, technology

Sany New Energy Hunan Division (natural person investment development, technical consulting,

2 Investment Co., Ltd. Changsha Owned or controlled by Zhou Fugui 10,000 2017.3.24 Technical exchanges, technology

Sole proprietorship) transfer and technology promotion

wait

Gravity Energy International Control 11660.00

shares of limited million dollars

(Heavy Limited Liability 13.44 million.)

3 Energy Hong Kong Division Zhou Fugui EUR 2021.4.9 Investment, trade, etc

International 153699.15

Holding 10,000 RMB

Limited）

Sany Wind Power Print

Degree private limited

4 Company (Sany India Limited Liability Corporation Govind 19,411.734 2016.11.24 Wind Power, etc

Wind Energy Division Bhagwatikar million INR

India Private

Limited）

Trinity (Bayan Inner Mongolia Limited Liability Corporation.)

5 Naoer) Wind Power Cuba Division (Non-natural person Zhou Fugui 1,000 2022.3.7 Generators and generators

Equipment Co., Ltd. Gong Yannao Investment or Holding Group Sales, etc

Sole proprietorship of the company)

Sanyijiakou Hebei Limited Liability Public Wind Farm Related Systems

6 Wind power technology has Zhang Jiasi (natural person investment Zhou Fugui 10,000 2009.7.23 research and development; Wind power

Technical services limited to the company's capital or holdings

Sole proprietorship)

Sany Renewable Energy Limited Liability Company

7 Bei (Chenzhou) Hunan Division (Natural Person Tou Zhou Fugui 100,000 2022.3.16 Generators and generators

Co., Ltd., Chenzhou, capital or holding group, manufacturing, etc

Sole proprietorship)

Tongyu County Sany Jilin Limited Liability Public Large Wind Turbine

8 Wind Power Equipment Technology Baicheng Division (Non-natural person Zhou Fugui 8,000 2009.1.16 Group production and sales and

Technology Limited Liability Investment or Holding Technology Introduction and Development

Preface Company Name Registration Nature of Enterprise Legal Representative Registered Capital Date of Establishment Main Business Scope

Location (10,000 yuan)

The company's sole proprietorship) issuance, application, etc

Intelligent (numerical control) hair

Motors, wind power

Beijing Sany Zhi Beijing Limited Liability Public Unit Motor, Drive

9 Energy Motor Co., Ltd. Changping Division (sole proprietorship) Zhou Fugui 3,200 2020.7.8 Motors, intelligent motors

Company and component design

Development, design and production

manufacturing, sales, etc

Sany (Tacheng) Limited Liability Public Power Generation Business, Power Transmission

10 Wind power equipment has Xinjiang Division (non-natural person Zhou Fugui 1,000 2021.11.11 Business, supply (distribution)

Limited to the company Tacheng investment or holding electricity business, etc

Sole proprietorship)

Sany (Shaoshan) Limited Liability Public New Energy Prime Mover Equipment

11 Wind power equipment has Hunan Division (non-natural person Zhou Fugui 1,000 2019.12.5 sales; Generators &

Limited company Shaoshan investment or holding generator set sales, etc

Sole proprietorship)

Sany (Bari Limited Liability Public Power Generation Business, Transmission

12 Kun) Wind Power Equipment Xinjiang Division (Non-natural person Zhou Fugui 1,000 2022.11.9 Business, supply (distribution)

Hami Co., Ltd. invests in or holds electricity business, etc

Sole proprietorship)

Qingyang Sany New Limited Liability Public Electrical Installation Services;

13 Energy equipment Gansu Division (non-natural person Zhou Fugui 1,000 2022.3.18 Power generation business, power transmission

Limited company Qingyang investment or holding business, supply (allocation)

Sole proprietorship of the legal person) electricity business, etc

Sany (Dongying) Limited Liability Wind Power Technical Services

14 Wind Power Co., Ltd. Shandong Division (non-natural person Zhou Fugui 1,000 2023.1.17 Affairs; Generators & Generators

Si Dongying investment or holding motor unit sales, etc

Sole proprietorship)

Sany (Tongliao) Inner Mongolia Limited Liability Public Generators and Generators

15 Wind power equipment is manufactured by Gutong Division (natural person investment Li Qiang 1,000 2023.11.23 group manufacturing; Wind power

Limited to the company's Liao-owned or controlled motor units and parts

Sole proprietorship) sales, etc

Sany (Zunyi) Limited Liability Public Generators and Generators

16 Wind power equipment is manufactured by Guizhou Division (natural person investment Zhou Fugui 1,000 2023.1.4 group manufacturing; dynamo

Limited to the company's Zunyi capital or holding and generator set sales

Sole proprietorship of legal persons) and so on

Tonghe County Xinji Heilong Limited Liability Public Power Generation Business, Power Transmission

17 Wind power generation has Jiangha Division (non-natural person Yu Liang is 100 2023.10.8 Business, supply (distribution)

Limited to the company's Erbin investment or holding power business, etc

Sole proprietorship)

Bozhou Sany Energy Co., Ltd. Generators and generators

18 Source Technology Co., Ltd. Anhui Division (non-natural person Li Qiang 1,000 2024.3.21 Group manufacturing; dynamo

Company Bozhou investment or holding and generator set sales

sole proprietorship of legal persons) and so on

Sany (Xingtai) Hebei Limited Liability Public Generators and Generators

19 Wind power equipment is made by Xingtai Division (non-natural person Li Qiang 1,000 2023.9.1 group manufacturing; Wind power

Limited to the company to invest in or hold motor units and parts

Preface Company Name Registration Nature of Enterprise Legal Representative Registered Capital Date of Establishment Main Business Scope

Location (10,000 yuan)

(sole proprietorship) sales, etc

Xiangneng (Fuxin) Limited Liability Public Generators and Generators

20 Wind power equipment is manufactured by Liaoning Division (natural person investment Li Qiang 1,000 2024.7.14 group manufacturing; dynamo

Limited to the company's Fuxin capital or holding and generator set sales

Sole proprietorship of legal persons) and so on

Sany Renewable Energy Co., Ltd. New Energy Prime Mover Equipment

21 (Rizhao) Wind Shandong Division (Non-natural person Li Qiang 1,000 2023.12.12 Manufacturing; Generators &

Electrical equipment manufacturing, Rizhao, investment or holding, generator set sales, etc

Sole proprietorship of a limited company)

Note: The above-mentioned guaranteed persons are not judgment defaulters. For the specific business projects of the above-mentioned guarantor, please log in to the national enterprise credit letter

Information Disclosure System Query.

(2) The financial data of the guarantor for the most recent year and period

1. Hunan Sany Smart New Energy Design Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 502,415.36 710,669.06

Net assets 190,853.97 241,365.14

Operating income 604,899.32 262,716.24

Net profit 86,321.14 50,011.74

2. Sany New Energy Investment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 9,185.07 10,732.33

Net assets 5,499.30 8,765.03

Operating income 11,630.21 7,782.47

Net profit -770.53 1,258.30

3. Heavy Energy International Holding Limited

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 79,692.12 227,633.43

Net assets 76,294.73 220,129.40

Operating income 0.00 0.00

Net profit -505.38 -2,666.63

4. Sany Wind Energy India Private Limited

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 5,736.66 21,165.73

Net assets 24.42 -1,721.17

Operating income 4,642.28 0.00

Net profit -150.48 -1,316.28

5. Sany (Bayannur) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 38,742.37 67,661.57

Net assets 407.15 4,443.66

Operating income 23,751.33 61,733.85

Net profit 442.07 4,030.70

6. Sanyi Jiakou Wind Power Technology Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 57,408.47 57,848.73

Net assets 24,246.59 27,292.14

Operating income 74,376.50 38,258.54

Net profit 6,472.16 2,779.94

7. Sany Renewable Energy Equipment (Chenzhou) Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 200,086.68 238,854.35

Net assets 48,676.47 61,099.47

Operating income 183,798.61 122,258.51

Net profit 10,168.53 12,134.64

8. Tongyu County Sany Wind Power Equipment Technology Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 141,177.02 142,023.85

Net assets 55,175.88 66,032.92

Operating income 268,640.50 121,635.57

Net profit 28,490.73 10,604.73

9. Beijing Sany Intelligent Motor Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 45,178.44 55,317.13

Net assets 14,847.52 20,467.43

Operating income 59,224.08 48,406.17

Net profit 5,486.59 5,336.51

10. Sany (Tacheng) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 18,312.23 17,449.66

Net assets 3,306.59 6,680.09

Operating income 40,315.90 19,606.72

Net profit 3,306.59 3,256.37

11. Sany (Shaoshan) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 56,678.84 66,359.86

Net assets 3,197.04 2,095.45

Operating income 124,906.00 62,380.03

Net profit -67.07 -1,508.55

12. Sany (Balikun) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 79,670.55 88,696.23

Net assets 4,174.05 3,788.80

Operating income 59,922.87 1,105.81

Net profit 4,174.05 -385.25

13. Qingyang Sany New Energy Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 394.35 15,054.85

Net assets -54.65 317.50

Operating income 0.00 12,529.46

Net profit -49.81 372.15

14. Sany (Dongying) Wind Power Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets 1,396.03 1,306.80

Net assets 193.69 197.01

Operating income 1,680.63 287.18

Net profit 193.69 3.32

15. Sany (Tongliao) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets / 42,973.47

Net assets / 2,336.83

Operating income / 35,972.12

Net profit / 2,336.83

16. Sany (Zunyi) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets -2.35 6,657.42

Net assets -2.35 -234.49

Operating income 0.00 3,295.67

Net profit -2.35 -232.14

17. Tonghe Xinji Wind Power Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total Assets / 1.73

Net worth / 1.72

Operating income / 0.00

Net profit / 1.72

18. Bozhou Sany Energy Technology Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets / 57,963.18

Net assets / 605.83

Operating income / 40,116.98

Net profit / 605.83

19. Sany (Xingtai) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets / 18,714.27

Net assets / 0.02

Operating income / 16,561.29

Net profit / 0.02

20. Xiangneng (Fuxin) Wind Power Equipment Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets / 2,257.04

Net assets / -31.37

Operating income / 0.00

Net profit / -31.37

21. Sany Renewable Energy (Rizhao) Wind Power Equipment Manufacturing Co., Ltd

Unit: 10,000 yuan

Category: December 31, 2023 / Year 2023 September 30, 2024 / January-September 2024

Total assets / 6,426.99

Net assets / -186.93

Operating income / 0.00

Net profit / -186.93

Note: 1. The above financial data for 2023 has been audited, and the financial data for January-September 2024 are unaudited.

2. Some of the holding subsidiaries are newly established companies or have not yet established accounts, and some financial data are not yet available.

The Company and its holding subsidiaries have not yet signed a specific guarantee agreement. The guarantee amount, guarantee period and signing time are subject to the actual signed contract, and the company's management will handle specific guarantee matters within the guarantee amount according to the needs of the actual business situation.

4. The reason and necessity of the guarantee

The company's provision of guarantee for the holding subsidiaries within the scope of the consolidated statements is conducive to improving the company's overall financing efficiency and meeting the actual needs of the company's overall production and operation. The production and operation of each guarantee object is stable, there are no overdue guarantee matters, the guarantee risk is controllable, and there is no damage to the interests of the company and shareholders.

5. The cumulative amount of external guarantee and the amount of overdue guarantee

As of the date of issuance of this verification opinion, the balance of the company's guarantee to the holding subsidiary was RMB491 million, accounting for 3.84% and 1.47% of the company's latest audited net assets and total assets, respectively. The balance of external guarantees of the Company and its holding subsidiaries was RMB20 million, accounting for 0.16% and 0.06% of the Company's latest audited net assets and total assets, respectively. The company has no overdue guarantees, and there are no guarantees involving litigation.

6. Opinions of the Board of Directors

The board of directors believes that the guarantee provided by the company to the holding subsidiary is mainly to meet the daily operation and financing needs of the company and its subsidiaries, and to meet the needs of the company's operation and development; The objects of such guarantees are all subsidiaries of the Company and will not harm the interests of the Company; The guarantee is in line with the provisions of the Company Law, the Regulatory Guidelines for Listed Companies No. 8 - Regulatory Requirements for Capital Transactions and External Guarantees of Listed Companies and other relevant laws, regulations and normative documents and the Articles of Association.

7. Opinions of the Board of Supervisors

The Board of Supervisors believes that the company's external guarantee amount in 2025 is expected to be combined with the company's 2025 development plan

In order to meet the needs of the daily operation and business development of the company and its holding subsidiaries, and to ensure the smooth development of the company's business, the guaranteed objects within the listed quota are the company's wholly-owned subsidiaries and holding subsidiaries at all levels, and the company has formal and substantive control over the guaranteed company, the company operates normally and continuously, the risk is generally controllable, and there is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders.

8. Verification opinions of the sponsor institution

After verification, the sponsor believes that:

The company's 2025 external guarantee amount estimate has been deliberated and approved by the board of directors of the company, in line with relevant laws and regulations and the necessary legal procedures have been performed, and this matter still needs to be submitted to the company's general meeting of shareholders for deliberation; The Company's application for the 2025 external guarantee quota is reasonable and necessary, in line with the daily operation needs of the Company and its subsidiaries, and will not have a material adverse impact on the interests of the Company and minority shareholders. In summary, the sponsor has no objection to the company's estimated external guarantee amount in 2025.

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(There is no text on this page, it is the signature page of the "Verification Opinion of CITIC Securities Co., Ltd. on the Estimated External Guarantee Quota of Sany Renewable Energy Co., Ltd. in 2025")

Sponsor Representative:

Sun Pengfei and Yang Chengyun

CITIC Securities Co., Ltd

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