Exhibit 21

 

Name of Subsidiary   Description
     

C.I. Energía Solar S.A.S.

E.S. Windows

   A simplified stock corporation, organized under the laws of Colombia, which is owned directly by Tecnoglass.
     
C.I. Energía Solar S.A.S. E.S. Windows Sucursal Bolivia   A branch of C.I. Energía Solar S.A.S E.S. Windows Colombia registered to do business in Bolivia.
     
Componenti USA LLC   A Florida limited liability company organized under the laws of the State of Florida in which is owned solely by GM&P.
     
Energia Solar – ESWINDOWS Paraguay SA   A corporation, organized under the laws of Paraguay, which is owned solely by ES.
     
ES Metals SAS   A corporation, organized under the laws of Colombia in which Tecnoglass owns 70% equity interest. The remaining 30% is owned by Carlos Peña, its current General Manager and an unaffiliated party of the Company
     
ESW Aviation LLC   A Florida limited liability company organized under the laws of the State of Florida in which is owned solely by ES Windows LLC.
     
E.S. Windows California, LLC   A Florida limited liability company organized under the laws of the State of Florida in which is owned solely by ES Windows LLC.
     
E.S. Windows LLC   A Florida limited liability company organized under the laws of the State of Florida in which Tecnoglass and ES are members.
     
E.S. Windows New York, LLC   A Florida limited liability company organized under the laws of the State of Florida in which is owned solely by ES Windows LLC.
     
E.S. Windows Peru S.A.C.   A corporation, organized under the laws of Peru, which is owned by TG and ES.
     
GM&P Consulting and Glazing Contractors, Inc.   A corporation organized under the laws of the State of Florida in which Tecnoglass Inc. is the sole member.
     
Tecnoglass S.A.S   A simplified stock corporation, organized under the laws of Colombia, which is owned directly Tecnoglass.
     
Tecnoglass LLC   A Florida limited liability company organized under the laws of the State of Florida in which Tecnoglass is the sole member.
     
Tecno RE LLC   A Florida limited liability company organized under the laws of the State of Florida in which Tecnoglass is the sole member.
     
Ventanas Solar S.A.   A corporation, organized under the laws of Panama in which ES owns 95% equity interest.
     
Vidrio Andino Holding S.A.S.   A simplified stock corporation where Tecnoglass Inc owns 25,8% of equity interest.

 

 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Jose Daes, certify that:

 

1. I have reviewed this annual report on Form 10-K of Tecnoglass Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the issuer is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. The issuer’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: March 7, 2023

 

  By: /s/ Jose Daes
  Name: Jose Daes
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Santiago Giraldo, certify that:

 

1. I have reviewed this annual report on Form 10-K of Tecnoglass Inc;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: March 7, 2023

 

  By: /s/ Santiago Giraldo
  Name: Santiago Giraldo
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Tecnoglass Inc. (the “Company”) on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: March 7, 2023

 

  By: /s/ Jose Daes
  Name: Jose Daes
  Title: Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Santiago Giraldo
  Name: Santiago Giraldo
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)