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Securities code: 688349 Securities abbreviation: Sany Renewable Energy Announcement No.: 2025-003
Sany Renewable Energy Co., Ltd
Announcement on the provision of guarantees for subsidiaries
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Guarantor: Windvision Windfarm A doo Beograd (hereinafter referred to as "Company A")
and Windvision Windfarm B doo Beograd ("Company B")
A wholly-owned subsidiary of Sany Renewable Energy Co., Ltd. (hereinafter referred to as "Sany Renewable Energy" or the "Company").
Renewable Energy International Holdings Limited (hereinafter referred to as "Renewable Energy International") holds 90% of the shares of Company A and Company B.
The company intends to provide guarantees of 2.898 million euros and 2.142 million euros respectively for company A and company B.
As of the disclosure date of this announcement, the company has not provided guarantees to Company A and Company B.
There is no counter-guarantee in this guarantee, and the company has no overdue external guarantee.
The guarantee does not need to be submitted to the general meeting of shareholders for deliberation.
1. Overview of the guarantee
(1) The basic information of this guarantee
The company was entrusted by Company A and Company B to apply to the domestic bank for Serbian Minerals & Energy
THE MINISTRY OF MINING AND ENERGY ISSUED TWO TENDER GUARANTEES, I.E., THE COMPANY AS THE APPLICANT FOR THE LETTER OF GUARANTEE ISSUED A COUNTER-GUARANTEE GUARANTEE FOR BIDDING THROUGH A DOMESTIC BANK TO AN OVERSEAS BANK, AND THEN THE OVERSEAS BANK ISSUED A BID GUARANTEE TO THE MINISTRY OF MINES AND ENERGY OF SERBIA. The amount of the letter of guarantee applied for by the company for Company A is 2.898 million euros, and the amount of the letter of guarantee applied for and issued for Company B is 2.142 million euros, and the total amount of the two letters of guarantee is 5.04 million euros (equivalent to about 38.2897 million yuan, the specific amount is determined according to the exchange rate at the time of actual issuance). The Company undertakes joint and several liability guarantees to the Bank for the above guarantees.
There is no counter-guarantee in this guarantee.
(2) The internal decision-making procedures for the performance of the guarantee
On January 3, 2025, the company held the twelfth meeting of the second board of directors and the second board of supervisors
At the 10th meeting, the "Proposal on Providing Guarantee for Subsidiaries" was deliberated and passed. In accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association of Sany Renewable Energy Co., Ltd. (hereinafter referred to as the "Articles of Association"), the guarantee matters are within the scope of the decision-making of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
2. Basic information of the guarantor
(1) Guarantor: Company A
Company name: Windvision Windfarm Adoo Beograd
Founded: November 24, 2009
Registered address: Omladinskih brigade 90B, floor NO.2, 11000, Belgrade, Serbia
Capital: 6,487,277.81 euros
Main business: wind power project development
Shareholding structure: 90% of the company's wholly-owned subsidiary, Renewable Energy International, and 10% of WindvisionAlibunar Holding B.V.
Key Financial Data:
Unit: thousand euros
Project November 30, 2024 December 31, 2023
(Unaudited) (Audited)
Total assets 3,813.98 3,841.22
Total liabilities 219.71 134.32
Net assets 3,594.27 3,706.89
Project January-November 2024 2023 year
(Unaudited) (Audited)
Operating Income - -
Total profit -828.49 -574.99
Net profit -828.49 -574.99
Other notes: Up to now, Company A has no major matters affecting its solvency (such as guarantees, mortgages, litigation and arbitration), has no overdue circumstances, has good credit, and is not a judgment defaulter.
(2) Guarantor: Company B
Company name: Windvision Windfarm B doo Beograd
Founded: November 24, 2009
Registered address: Omladinskih brigade 90B, floor NO.2, 11000, Belgrade, Serbia
Capital: 4,640,352.95 euros
Main business: wind power project development
Shareholding structure: 90% of the company's wholly-owned subsidiary, Renewable Energy International, and 10% of WindvisionAlibunar Holding B.V.
Key Financial Data:
Unit: thousand euros
Project November 30, 2024 December 31, 2023
(Unaudited) (Audited)
Total assets 3,047.95 2,961.05
Total liabilities 762.61 501.74
Net assets 2,285.34 2,459.31
Project January-November 2024 2023 year
(Unaudited) (Audited)
Operating Income - -
Total profit -630.02 -482.60
Net profit -630.02 -482.60
Other notes: Up to now, Company B has no major issues affecting its solvency (such as guarantees, mortgages, litigation and arbitration), has no overdue circumstances, has good credit, and is not a judgment defaulter.
3. The main content of the security agreement
The above-mentioned guarantee agreement has not yet been signed, and the specific terms of the guarantee agreement will be subject to the guarantee agreement actually signed between the Company and the relevant bank at that time.
4. The reason and necessity of the guarantee
The purpose of this guarantee is to meet the needs of the company's subsidiaries for business development, production and operation, and to ensure the sustainable and steady development of its business. The risk of this guarantee is controllable, and it is in line with the overall interests and development strategy of the company
The day-to-day operation of the company has a significant impact and will not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
5. Opinions of the Board of Directors
On January 3, 2025, the company held the twelfth meeting of the second board of directors and deliberated and approved the "Guan
Proposal to provide guarantees for subsidiaries. The board of directors believes that the company's application for the issuance of a bid guarantee for company A and company B to provide external guarantee is in line with the company's overall strategic business direction, and the overall risk of this guarantee is controllable, will not harm the interests of listed companies and shareholders, and is in line with the provisions of relevant laws and regulations. The members of the board of directors unanimously agreed that the company should apply to the bank for the issuance of bid guarantees for company A and company B, and the company should assume the joint and several liability guarantee for the domestic banks under the above two guarantees. This meeting does not need to be submitted to the general meeting of shareholders for deliberation.
6. Opinions of the Board of Supervisors
On January 3, 2025, the company held the 10th meeting of the second board of supervisors and deliberated and approved the "About
Proposal to provide guarantees for subsidiaries. The Board of Supervisors believes that the company's provision of guarantees to subsidiaries is a normal business practice to support the business development of subsidiaries, and the risks are generally controllable. The decision-making procedures of this external guarantee matter are legal and compliant, comply with the requirements of relevant laws and regulations, and will not have an adverse impact on the company's financial condition, nor will it harm the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. The Board of Supervisors approved the Company's provision of guarantees to the subsidiary.
7. The cumulative amount of external guarantee and the amount of overdue guarantee
As of the disclosure date of the announcement, the balance of the company's guarantee to the holding subsidiary was RMB 491 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.
8. Verification opinions of the sponsor institution
After verification, the sponsor, CITIC Securities Co., Ltd., believes that:
The company's provision of guarantee for subsidiaries has been deliberated and approved by the board of directors and the board of supervisors of the company, and does not need to be submitted to the general meeting of shareholders for deliberation, in accordance with relevant laws and regulations and has performed the necessary legal procedures; The company is a subsidiary
The provision of guarantees 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 provision of guarantee for the subsidiary.
The announcement is hereby made.
Board of Directors of Sany Renewable Energy Co., Ltd
January 7, 2025
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