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    4. [担保]杭汽轮B:关于为杭州汽轮铸锻有限公司担保的公告(英文版)

      时间:2019年05月17日 17:06:15 中财网


      Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2019-43



      Hangzhou Steam Turbine Co., Ltd.

      Announcement on provide guarantee for Hangzhou Steam Turbine
      Casting Co., Ltd.





      The members of the Board and the Company acknowledge being responsible for the
      truthfulness, accuracy, and completeness of the announcement. Not any false record, misleading
      statement or significant omission carried in this announcement.



      Ⅰ. Overview of the Guarantee

      1. Hangzhou Steam Turbine Casting Co., Ltd., a holding subsidiary to Hangzhou Steam Turbine
      Co., Ltd., applied for a working capital loan of RMB 30 million with a term of one year from the
      Bank of China Yuhang branch of Hangzhou City, and applied for a working capital loan of RMB
      20 million with a term of one year from Hangzhou Banshan Branch of Industrial and Commercial
      Bank of China, for meeting the needs of its capital flow for operation and development. The
      Company respectively signed the Maximum Amount Guarantee Contract with Bank of China and
      Industrial and Commercial Bank of China for the afore-said matters, with the aggregated amount
      of the guarantees of RMB 50 million and the guarantee means of joint and several liability
      guarantee.

      2. The Proposal to provide guarantee for Hangzhou Steam Turbine Casting Co., Ltd. was approved
      in the 34th meeting of the 7th term of board of directors on May 17, 2019, and there were 10
      company’s directors participated in the vote, resulted in 10 votes of assent, 0 dissenting vote and 0
      vote of abstention. For details, please refer to the "Announcement on Resolutions of the 34th
      meeting of the 7th term of the Board " (Announcement No.2019-42).

      Pursuant to the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange and
      the relevant regulations, none of the aforesaid guarantees provided by the Company to Casting
      Company for the purpose of consideration by the Shareholders' General Meeting shall constitute a
      connected transaction and shall not be subject to the relevant government departments for


      approval.

      Ⅱ. Basic Information about the Guaranteed

      1. Company Name: Hangzhou Steam Turbine Casting Co., Ltd.

      2. Date of establishment: March 1,2004

      3. Place of registration: No.2,Road, Tangqi Industry Area, Yuhang District, Hangzhou.

      4. Legal representative:Yu Junming

      5. Registered capital: RMB 29.50 million

      6. Business scope: Production: Resin sand-casting steel parts, resin sand-casting iron parts,
      organic ester water glass sand-casting steel parts, forgings; machining; installation, maintenance:
      casting equipment; sales: the company's products; import and export of goods.

      7. Relationship with the company: The Company holds 38.03% stake of the Casting company, and
      the Casting company is a subsidiary which is in the consolidated statement of the Company.

      8.The guarantor of the recent financial situation:

      In RMB

      Period

      Total assets

      Net assets

      Revenue

      Total Profit

      Net profit

      2018

      613,474,956.73

      244,452,732.22

      446,900,632.40

      12,774,779.82

      12,800,550.85

      March 2019

      557,825,421.68

      237,344,786.20

      102,552,933.76

      -7,040,277.51

      -7,040,277.51



      9.Description of Other matters

      (1) Total amount involved in contingent events:None

      (2) As of now, the accumulated amount of outstanding loans of the casting company : RMB
      104.20 million (excluding the above loan limits).

      (3) Whether is a defaulter against who a judgement or order is being executed: No.

      Ⅲ.The main contents of the guarantee agreement

      (I)Maximum Amount Guarantee Contract between the Company and Bank of China

      1. Creditor: Bank of China.Yuhang Branch

      2. Guarantor: Hangzhou Steam Turbine Co., Ltd.

      3. Guaranteed amount: RMB 30 million

      4. Guarantee mean: Joint-liability guarantee

      5.Guarantee scope: The principal claim and the interest thereof (Including statutory interest,
      agreed interest, compound interest, penalty interest), penalty, compensation for damage, expenses
      of realization of the creditor's rights (including but not limited to litigation, notarization and


      enforcement costs, etc); losses due to the debtor's default to the creditors and all other fees payable
      are also shall be in the obligatory right of the debt being guaranteed and that specific amount shall
      be determined when it is liquidated. The sum of the amount that's determined in accordance with
      the afore-said is the maximum amount of the debt guaranteed by the contract.

      6.Guarantee period: Two years commenced from the date of the expiration of the occurrence
      period of the principal claim.

      7.The debt period of the principal contract: 1 year (From August 18 ,2019 to August 17,2020)

      (II)Maximum Amount Guarantee Contract between the Company and ICBC

      1.Creditor: ICBC Hangzhou Banshan Branch

      2. Guarantor: Hangzhou Steam Turbine Co., Ltd.

      3. Guaranteed amount: RMB 20 million

      4. Guarantee mean: Joint-liability guarantee

      5.Scope of Guarantee: The principal of the principle creditor’s rights and the interest thereof, and
      compound interest, penalty interest, liquidated damages, indemnification for loss, exchange rate
      losses (losses due to changes in exchange rates), and expenses for the realization of the creditor’s
      rights (including but not limited to litigation fees and lawyers' fees).

      6.Guarantee period: Two years from the day after the expiration of the loan term under the master
      contract; if Party A declares the advance maturity according to the stipulation of the master
      contract, the guarantee period is two years from the next day of the loan due date.

      7.The debt period of the principal contract: 1 year (From May 19 ,2019 to May 18,2020)

      IV. Opinions from Board of Directors

      1. Casting company applied for a working capital loan from the Bank of China, mainly to meet the
      liquidity requirement of its production and operation, and its main purpose was to purchase raw
      materials. The reason that the company provides guarantees for the casting and forging company
      is to help it obtain bank loans and smoothly carry out business activities.

      2.Casting Company maintains a relatively good record in aspects of asset quality, operation
      condition, industry prospect, debt paying ability and credit status. The board holds that
      guaranteeing it won’t have any negative effect on the company.

      3 The other shareholders of the Casting Company will sign a “Counter-guarantee contract” with
      the Company according to their shareholding ratio. This guarantee is in line with fair and equitable


      requirements. The board of directors of the Company has fulfilled the review procedures in
      accordance with the regulations, and the Company providing guarantee for the Casting Company
      is in line with laws and regulations.

      V. Cumulative Amount of External Guarantee and Amount of Overdue Guarantee

      By this announcement date, the accumulative amount of external company by the company
      and its holding subsidiary is RMB 448 million, taking up 6.97 % of the audited net capital in 2018.
      The total balance of guarantees provided by the company and its holding subsidiaries outside the
      scope of the consolidated statement is RMB 208 million. taking up 3.24 % of the audited net
      capital in the latest issue.

      The Company has no overdue guarantees, and there is no guarantee amount for overdue debts
      involving in litigation and no guarantee amount that shall be borne due to the guarantee is ruled
      with a defeat in lawsuit.

      VI. Documents available for inspection

      1. Resolutions of the 34th Meeting of the 7th term of Board

      2.Counter Guarantee Contract

      This announcement is hereby made.





      The Board of Directors of Hangzhou Steam Turbine Co., Ltd.

      May 18,2019




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