} ?>
Stock code: 688349 Stock abbreviation: Sany Renewable Energy Announcement No.: 2025-023
Sany Renewable Energy Co., Ltd
Announcement on Carrying out Investment in Overseas Projects
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:
Project Name: Kungrad District, Karakalpakstan, Republic of Uzbekistan, 500MW Kun
Grad Wind Farm 1 (hereinafter referred to as "Kungrad Wind Farm 1 Project"), 500MW Kungrad Wind Farm 2 in Kungrad District, Karakalpakstan, Republic of Uzbekistan (hereinafter referred to as "Kungrad Wind Farm 2 Project").
Sany Renewable Energy Co., Ltd. (hereinafter referred to as "Sany Renewable Energy" or the "Company") intends to sign the Investment Agreement on 500MW Kungrad Wind Farm 1 in Kungrad District, Karakalpakstan, Republic of Uzbekistan and the Investment Agreement on 500MW Kungrad Wind Farm 2 in Kungrad District, Karakalpakstan, Republic of Uzbekistan with the Government of the Republic of Uzbekistan (hereinafter referred to as the "Government"), and the Company intends to establish two wholly-owned subsidiaries in the Republic of Uzbekistan (hereinafter referred to as the "Project Company") , respectively invested in the construction of Kungrad
Wind Farm 1 Project, Kungrad Wind Farm Project 2. The investment amount of each of the two projects is not more than $500 million
(Including the company's equity investment in the project company and the overseas loan financing of the project company). The above investment amount is subject to the actual amount. The source of funds for the company's investment in this project is the company's own funds and self-raised funds.
Relevant Risk Warning:
1. The overseas project investment matters still need to be filed or approved by the competent authority for overseas investment, the competent department of commerce, the foreign exchange administration authority and other relevant government authorities, and there is a risk of uncertainty as to whether the relevant filing or approval can be obtained, and the final time for obtaining the filing or approval.
2. In the process of investment, construction and operation, the overseas investment project may be affected by various factors such as overseas legal and policy system, business environment, social and cultural characteristics, etc., and there is a certain uncertainty in the future operation situation, and there may be a risk that the expected investment returns cannot be realized. In the process of implementation, there may also be uncertainties such as management risks, technical risks, market risks, project progress and risks that the benefits do not meet expectations
Large investors should pay attention to investment risks.
The Company will pay close attention to the follow-up progress of the outbound investment matter, actively prevent and respond to various risks that may be faced during the implementation of the project, and fulfill its information disclosure obligations in a timely manner in strict accordance with the requirements of relevant laws, regulations and normative documents.
1. Overview of foreign investment
(1) The basic situation of this investment
Based on strategic planning and business development, the company actively expands the overseas wind power market, and has obtained the exclusive development rights of Kungrad Wind Farm 1 Project and Kungrad Wind Farm 2 Project in the Republic of Uzbekistan in the early stage, and signed a Power Purchase Agreement with JSC "UZENERGOSOTISH" (hereinafter referred to as the "Power Purchaser"), according to which the Company has obtained the right to sell the electricity generated by the relevant wind farm projects to the power purchaser for a period of 25 years after the commencement of commercial operation of the wind farm.
In order to promote the investment and construction of the above projects and realize the company's rights under the Power Purchase Agreement, the company intends to sign the "Investment Agreement on 500MW Kungrad Wind Farm 1 in Kungrad District, Karakalpakstan, Republic of Uzbekistan" and the "Investment Agreement on 500MW Kungrad Wind Farm 2 in Kungrad District, Karakalpakstan, Republic of Uzbekistan" with the government, and the company intends to set up two project companies in the Republic of Uzbekistan to invest in the construction of Kungrad Wind Farm 1 Project and Kungrad Wind Farm 2 Project respectively.
The Company's investment in the two projects shall not exceed US$500 million respectively (including the Company's equity investment in the Project Company and the Overseas Loan Financing of the Project Company). The above investment amount is subject to the actual amount. The source of funds for the company's investment in this project is the company's own funds and self-raised funds.
(2) The internal decision-making procedures for the performance of this investment
On April 3, 2025, the company held the 16th meeting of the second board of directors and the second board of supervisors
At the 14th meeting, the "Proposal on Carrying out Investment in Overseas Projects" was deliberated and passed. The investment does not need to be submitted to the general meeting of shareholders of the company for deliberation.
According to the relevant provisions of relevant laws, regulations, departmental rules and normative documents such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, this investment does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.
Second, the basic situation of the investment target
Project Name: Kungrad Wind Farm 1 Project, Kungrad Wind Farm 2 Project.
Project Description: The company has set up two project companies in Karakalpakstan, Republic of Uzbekistan, to develop, construct and operate two wind farms with a capacity of 500MW.
Project implementation entities: two project companies to be established by the company in the Republic of Uzbekistan, which have not yet been established.
Project investment amount: The investment amount of the above two projects shall not exceed US$500 million respectively (including the company's counterpart).
equity investment of the target company and overseas loan financing of the project company). The above investment amount is subject to the actual amount.
3. Methods of capital contribution
The two wind farms to be invested this time are funded in the form of the company's own and self-raised funds.
Fourth, the main content of the foreign investment contract
1. The subject of the agreement
Government: Government of the Republic of Uzbekistan
Investor: Sany Renewable Energy Co., Ltd
2. The main content of the agreement
Investment content: The agreement involves the Kungrad Wind Farm 1 project and the Kungrad Wind Farm 2 project (including ancillary
equipment, associated infrastructure, equipment) financing, design, development, engineering, procurement, supply, construction, commissioning and testing, ownership, operation and transfer or decommissioning under government requirements, respectively, with a capacity of 500MW.
Investment amount: The amount of investment by the investor in the Kungrad Wind Farm 1 project and the Kungrad Wind Farm 2 project
It is expected to be no more than US$500 million respectively (including the company's equity investment in the project company and the overseas loan financing of the project company).
The two parties undertook that the government would grant the investor the right to develop the project within the framework of the agreement and the law for the two wholly-owned subsidiaries set up by the investor. The investor and its wholly-owned subsidiaries undertake to comply with applicable laws, including environmental and social laws, to fulfill their rights and obligations under the PPA, and to comply with the terms of this Agreement.
Term of the Agreement: From the effective date of the Agreement to the earlier date of termination of the PPA, completion of the transfer or decommissioning of the Project, or the expiration date of the PPA.
Project decommissioning: The decommissioning of a project involves asset decommissioning, equipment demolition, site and vegetation restoration, etc.
Liability for breach of contract: The government may terminate the PPA if the PPA is terminated by the PPA due to the default of a wholly-owned subsidiary established by the investor or other reasons. In the event of a default by the Government, the Investor and its wholly-owned subsidiaries shall have the right to notify the Government of the default and the additional period of remedy for such breach, and the Investor and its wholly-owned subsidiaries shall have the right to terminate this Agreement or take other remedies if the Government fails to complete the remedy within the remedial period. If the PPA is terminated and the purchaser fails to pay the termination amount as agreed, the government shall procure it to pay the corresponding termination amount.
Dispute resolution: If there is a dispute, the parties can resolve it through negotiation and arbitration.
Miscellaneous: Neither party may assign or transfer, directly or indirectly, its rights, interests or obligations under this Agreement during the Term without the prior written consent of each party.
5. The impact of foreign investment on listed companies
The company is fully committed to promoting the globalization strategy and actively expanding overseas markets, and the proposed overseas project investment is an important achievement of the company's overseas market and business expansion. According to the company's internal calculations, this investment project will also bring more positive financial returns to the company. The overseas investment will not adversely affect the company's operation and financial condition, and there is no harm to the interests of the company and all shareholders.
6. Risk analysis of foreign investment
The investment in the overseas project is subject to the filing or approval of the competent authority for overseas investment, the competent department of commerce, the foreign exchange administration authority and other relevant government authorities, and there is a risk of uncertainty as to whether the relevant filing or approval can be obtained, and the time for obtaining the filing or approval will be finally obtained.
In the process of investment, construction and operation, the overseas investment project may be affected by various factors such as overseas legal and policy systems, business environment, social and cultural characteristics, etc., and there is a certain uncertainty in the future operation situation, and there may be a risk that the expected investment returns will not be realized. There may also be uncertainties such as management risks, technical risks, market risks, project progress and risks that the benefits do not meet expectations during the implementation process, so please pay attention to the investment risks.
The Company will pay close attention to the follow-up progress of the outbound investment and actively prevent and respond to the implementation process of the project
and strictly comply with the requirements of relevant laws, regulations and normative documents, and timely fulfill information disclosure obligations.
The announcement is hereby made.
Board of Directors of Sany Renewable Energy Co., Ltd
April 4, 2025
Ticker Name
Percentage Change
Inclusion Date