Hangcha Group Co., Ltd. Announcement on the Progress of External Guarantees_RMB_Hangzhou_Linan

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.

● Guarantee: Hangzhou Hangcha Construction Machinery Co., Ltd. (hereinafter referred to as “Hangzhou Heavy Machinery”), Hangzhou Hangcha Machinery Equipment Manufacturing Co., Ltd. (hereinafter referred to as “Hangcha Machinery”), the holding subsidiaries of Hangcha Group Co., Ltd. (hereinafter referred to as “the Company”). Hangcha Machinery”), not a related person of the company.

● Amount of guarantee: The company provides a total amount of not more than RMB 20 million for the financing business of the holding subsidiary Hangzhong Machinery to the Hangzhou Lin’an Sub-branch of Shanghai Pudong Development Bank Co., Ltd. (hereinafter referred to as “SPDB Lin’an Sub-branch”). Fork Machinery and Equipment applied to Shanghai Pudong Development Bank Lin’an Sub-branch for financing business to provide guarantees with a total amount of not more than RMB 10 million. As of the disclosure date of this announcement, the company’s estimated annual guarantee balance for Hangzhong Machinery is 30 million yuan, and the annual estimated guarantee balance for Hangcha Machinery is 0 yuan.

On June 24, 2022, the company signed two “Maximum Guarantee Contracts” with Shanghai Pudong Development Bank Lin’an Sub-branch (Contract No.: ZB9508202200000085, ZB9508202200000096). Due to capital needs, Hangzhong Machinery and Hangcha Machinery and Equipment, the holding subsidiaries of the company, plan to handle financing business with Shanghai Pudong Development Bank Lin’an Sub-branch with a maximum amount of RMB 20 million and RMB 10 million respectively. From June 24, 2023. The company provides the maximum amount of guarantee for the above credit line in the form of joint and several liability guarantee, and other shareholders do not provide guarantee. There is no counter-guarantee for this guarantee.

The company held the 28th meeting of the company’s sixth board of directors and the 2021 annual general meeting on April 7 and April 28, 2022, respectively, and reviewed and approved the “Proposal on the Company’s 2022 External Guarantee Expectation”, agreeing that the company In 2022, a total amount of guarantees of no more than RMB 562 million will be provided for relevant controlled subsidiaries, of which no more than RMB 92 million will be provided for Hangzhong Machinery and no more than RMB 10 million will be provided for Hangcha Machinery. Within 12 months from the date of review and approval at the 2021 annual general meeting, the chairman of the company is authorized to sign legal documents such as “guarantee contracts” with relevant banks and other financial institutions within the scope of authorized guarantees. For details, please refer to the “Announcement on the Company’s Estimated External Guarantees in 2022” (Announcement No.: 2022-014) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

1. Enterprise nature: limited liability company (sole proprietorship by a legal person invested or controlled by a non-natural person)

4. Registered capital: RMB 85 million

5. Business scope: general items: research and development of mechanical equipment; general equipment manufacturing (excluding special equipment manufacturing); mechanical equipment sales; mechanical parts and components sales; mechanical parts and components processing; mechanical equipment leasing; loading and unloading; general equipment Repair (except for items subject to approval according to law, business activities can be carried out independently according to the law with the business license). Licensed items: import and export of goods (items subject to approval in accordance with the law can only carry out business activities after being approved by the relevant departments, and the specific business items are subject to the approval results).

6. Relationship with the company: It is a holding subsidiary of the company, of which the company holds 81.1765% of the shares, and the other shareholders holding 18.8235% of the shares are Qiu Zhongqin and other 4 natural persons.

7. Financial indicators of the guarantor:

Currency: RMB Unit: Yuan

Note: The above data in 2021 is audited data, and the data in the first quarter of 2022 is unaudited.

8. Significant contingencies affecting the solvency of the guaranteed party: none

(2) Hangzhou Hangcha Machinery Equipment Manufacturing Co., Ltd.

1. Enterprise nature: limited liability company (invested or controlled by natural persons)

2. Unified social credit code: 91330185MA2CC4YN2W

3. Establishment time: May 29, 2018

4. Address: No. 2799, Dayuan Road, Qingshan Lake Street, Lin’an District, Hangzhou City, Zhejiang Province

5. Legal representative: Jin Huashu

6. Registered capital: RMB 20 million

7. Business scope: production and sales of forklift attachments, intelligent construction machinery and cooling systems. (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments).

6. Relationship with the company: It is a holding subsidiary of the company, of which the company and Hangzhou Hangcha Kangli Forklift Attachment Co., Ltd., a holding subsidiary of the company, hold 70.00% of its equity, and the other 30% shareholder is Zhu Wei and other three natural persons.

7. Financial indicators of the guarantor:

Currency: RMB Unit: Yuan

Note: The above data in 2021 is audited data, and the data in the first quarter of 2022 is unaudited.

8. Significant contingencies affecting the solvency of the guaranteed party: none

3. Main Contents of the Guarantee Agreement

(1) 1. Guarantee: Hangzhou Hangzhong Construction Machinery Co., Ltd.

2. Guarantor: Hangcha Group Co., Ltd.

3. Creditor: Shanghai Pudong Development Bank Co., Ltd. Hangzhou Lin’an Sub-branch

4. Guarantee amount and scope:

(1) Guarantee amount under this maximum guarantee: RMB 20 million

(2) In addition to the main creditor’s rights described in this contract, the scope of guarantee under this contract also covers the interest (interest referred to in this contract includes interest, penalty interest and compound interest), liquidated damages, damages, and procedures. Expenses and other expenses incurred for signing or performing this contract, as well as expenses incurred by the creditor in realizing the security rights and claims (including but not limited to litigation expenses, attorney fees, travel expenses, etc.) security deposit.

The sum of the creditor’s rights determined according to the above two paragraphs is the maximum creditor’s rights guaranteed by this contract.

5. Guarantee method: joint and several liability guarantee

6. Guarantee period: Calculated according to each creditor’s right of the creditor to the debtor, from the date of the expiration of the debt performance period of each creditor’s rights contract to two years after the expiration of the debt period agreed in the creditor’s rights contract.

7. Whether other shareholders provide guarantees: No

8. Whether to provide counter-guarantee: No

(2) 1. Guarantee: Hangzhou Hangcha Machinery Equipment Manufacturing Co., Ltd.

2. Guarantor: Hangcha Group Co., Ltd.

3. Creditor: Shanghai Pudong Development Bank Co., Ltd. Hangzhou Lin’an Sub-branch

4. Guarantee amount and scope:

(1) Guarantee amount under this maximum guarantee: RMB 10 million

(2) In addition to the main creditor’s rights described in this contract, the scope of guarantee under this contract also covers the interest (interest referred to in this contract includes interest, penalty interest and compound interest), liquidated damages, damages, and procedures. Expenses and other expenses incurred for signing or performing this contract, as well as expenses incurred by the creditor in realizing the security rights and claims (including but not limited to litigation expenses, attorney fees, travel expenses, etc.) security deposit.

The sum of the creditor’s rights determined according to the above two paragraphs is the maximum creditor’s rights guaranteed by this contract.

5. Guarantee method: joint and several liability guarantee

6. Guarantee period: Calculated according to each creditor’s right of the creditor to the debtor, from the date of the expiration of the debt performance period of each creditor’s rights contract to two years after the expiration of the debt period agreed in the creditor’s rights contract.

7. Whether other shareholders provide guarantees: No

8. Whether to provide counter-guarantee: No

4. Necessity and Reasonability of Guarantee

This guarantee is a comprehensive credit guarantee for the holding subsidiary, which meets the daily production and operation capital needs and is conducive to stable operation and long-term development. For the guaranteed party, the company can monitor its production and operation, cash flow and financial changes in real time. The board of directors has carefully judged its ability to repay its debts, and the guarantee risk is generally controllable.

V. Opinions of the Board of Directors

The company held the twenty-eighth meeting of the sixth session of the board of directors on April 7, 2022, reviewed and approved the “Proposal on the Company’s 2022 External Guarantee Estimates”, and the company’s independent directors expressed their independent opinions on the matter: according to China Securities Co., Ltd. According to the requirements of the Supervision and Administration Commission’s “Guidelines for the Supervision of Listed Companies No. 8 – Supervision Requirements for Listed Companies’ Fund Transactions and External Guarantees” and other relevant regulations, the company’s 2022 annual guarantee estimates are conducive to meeting the company and its subsidiaries’ business development and financing needs. The company’s actual operation and overall development strategy, guarantee risks are within the company’s controllable scope, and there is no situation that damages the interests of the company and its shareholders, especially the interests of small and medium shareholders. At the same time, the deliberation procedure of the proposal complies with the provisions of laws, regulations, the Articles of Association and the company’s internal management system. Therefore, we unanimously agreed to the proposal and agreed to submit the proposal to the company’s 2021 annual general meeting for consideration. On April 28, 2022, the company held the 2021 annual general meeting to review and approve the above proposal.

6. The cumulative number of external guarantees and the number of overdue guarantees

As of the disclosure date of this announcement, the company has reviewed and approved the total amount of external guarantees of RMB 562 million, accounting for 10.04% of the company’s audited net assets at the end of 2021. The company’s actual external guarantee balance is 281 million yuan, accounting for 5.02% of the company’s audited net assets at the end of 2021. The above guarantees are guarantees for subsidiaries. There is no overdue guarantee, no guarantee involved in litigation, and no loss due to the loss of the guarantee.

7. Documents available for inspection

1. Hangcha Group: Resolutions of the 2021 Annual General Meeting of Shareholders

2. “Maximum Guarantee Contract”

Special announcement.

Board of Directors of Hangcha Group Co., Ltd.

June 25, 2022Return to Sohu, see more

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