The Board of Directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents.
Important tips:
● Name of the guaranteed: Sinochem (Fujian) Rubber&Plastic Machinery Co., Ltd Claus A wholly-owned subsidiary of Mafei Co., Ltd. (hereinafter referred to as "the Company").
● The amount of this guarantee and the balance of the guarantee actually provided for it:
1. Amount of this guarantee
Sinochem (Fujian) Rubber&Plastic Machinery Co., Ltd.: 240 million yuan
2. Guarantee balance actually provided for it
Sinochem (Fujian) Rubber&Plastic Machinery Co., Ltd.: RMB 202730000
● There is no counter guarantee for this guarantee
● As of May 31, 2024, the accumulated balance of external guarantee of the company is 423.8391 million yuan
● As of the disclosure date of this announcement, the company has no overdue guarantee
● Special risk tip: the asset liability ratio of the guaranteed Sinochem (Fujian) Rubber&Plastic Machinery Co., Ltd. in the latest financial statement exceeds 70%; As of May 31, 2024, the total amount of external guarantees provided by the Company and its holding subsidiaries exceeded 50% of the Company's latest audited net assets, and the guarantee objects were all subsidiaries within the scope of consolidated statements. Investors are kindly advised to pay attention to relevant risks.
1、 Overview of guarantee
（1） Basic information of this guarantee
Recently, the company and China agricultural bank Sanming Shaxian Sub branch of the Company Limited signed the Maximum Guarantee Contract to provide the maximum guarantee for the creditor's rights formed by Sinochem (Fujian) Rubber&Plastic Machinery Co., Ltd., a wholly-owned subsidiary of the Company, in various businesses of Sanming Shaxian Sub branch of the Agricultural Bank of China Limited. The maximum balance of the guaranteed creditor's rights is equivalent to 240 million yuan. See "III. Main Contents of Guarantee Agreement" in this announcement for details of guarantee mode, guarantee period, guarantee scope, etc.
（2） Review procedures for performance of guarantee matters
The Seventh Meeting of the Eighth Board of Directors and the Fourth Extraordinary General Meeting of Shareholders in 2023 of the Company have considered and passed the Proposal on the Company's 2024 External Guarantee Plan, agreeing that the total amount of guarantees provided by the Company for its wholly-owned subsidiaries and guarantees provided by its wholly-owned subsidiaries to each other shall not exceed EUR 598 million (or equivalent in RMB and other foreign currencies), of which: (1) The guarantee amount provided by the Company to subsidiaries with asset liability ratio below 70% shall not exceed EUR 205 million; (2) The amount of guarantee provided by the Company to subsidiaries with asset liability ratio of more than 70% (inclusive) shall not exceed EUR 393 million. The validity period of the aforesaid guarantee plan is 12 months from the date when the aforesaid proposal is considered and adopted by the general meeting of shareholders of the Company. Within the authorized limit of the aforesaid guarantee plan, the Company and its subsidiaries shall handle specific guarantee matters according to the actual business situation. This guarantee is within the scope of authorization under the guarantee plan approved by the Board of Directors and the General Meeting of Shareholders, and does not need to be submitted to the Board of Directors and the General Meeting of Shareholders for deliberation.
See the Announcement of Claus Maffei Co., Ltd. on External Guarantee Plan in 2024 (Announcement No. 2023-060) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. com) on December 14, 2023.
2、 Basic information of the guaranteed
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3、 Main contents of the guarantee agreement
1. Guaranteed party: Sinochem (Fujian) Rubber&Plastic Machinery Co., Ltd
2. Guarantor: Claus Maffei Co., Ltd
3. Creditor: Agricultural Bank of China Sanming Shaxian Sub branch
4. Maximum amount of main creditor's rights: RMB 240 million
5. Scope of guarantee: loan principal, interest, penalty interest, compound interest, liquidated damages, damages payable by the debtor under the main contract, interest and liquidated damages for debt delay and liquidated damages for debt delay assumed by the debtor and guarantor according to the relevant provisions of the Civil Procedure Law of the People's Republic of China, preservation insurance premiums and litigation (arbitration) fees Lawyer fees and other expenses incurred by the creditor to realize the creditor's rights.
6. Warranty period: three years from the expiration of the debt performance period agreed in the main contract, and the warranty period under each main contract is calculated separately. If there is debt to be performed by installments under the main contract, the guarantee period of the main contract is three years from the date of expiration of the last debt performance period. If the creditor and the debtor reach an agreement on the extension of the time limit for the performance of the debt under the main contract, the guarantor agrees to continue to bear joint and several liability for guarantee, and the guarantee period shall be three years from the date of expiration of the time limit for the performance of the debt as agreed in the extension agreement.
7. Guarantee mode: joint liability guarantee
8. Whether there is counter guarantee: No
4、 Necessity and rationality of guarantee
This guarantee is to meet the daily operation needs of the company and its subsidiaries, to facilitate the steady operation and long-term development of the company and its subsidiaries, and to meet the actual production and operation of the company. The Company can maintain good control over the aforesaid subsidiaries and timely grasp their credit status. The risk of this guarantee is controllable and there is no situation that damages the interests of the Company and shareholders. The above guarantee is necessary and reasonable.
5、 Opinions of the Board of Directors
The seventh meeting of the eighth board of directors of the company reviewed and passed the Proposal on the 2024 External Guarantee Plan of the company, which believed that the above guarantee plan was mainly needed for the wholly-owned subsidiary to provide after-sales guarantee for customers in the process of selling machinery and equipment to obtain bank credit and daily operational working capital loans, and optimize some of the original loans, Improving the overall financing efficiency of the company and optimizing the financing cost will help the smooth development of the company and its subsidiaries' business. The risk of the guarantee plan is controllable, which is conducive to the stable operation of the company's production and operation and marketing, and will not harm the interests of the company and its shareholders, especially the minority shareholders. The board of directors of the company agreed to the estimated guarantee limit.
This guarantee is within the scope of authorization of the 2024 external guarantee plan, so the above opinions of the Board of Directors are applicable to this guarantee.
6、 Accumulated external guarantees and overdue guarantees
As of May 31, 2024, the balance of external guarantees actually used by the Company and its holding subsidiaries was 423.8391 million yuan, accounting for 59.1% of the Company's latest audited net assets. All of them were guarantees between the Company and its holding subsidiaries, without overdue guarantees.
It is hereby announced.
Board of Directors of Claus Maffei Co., Ltd
June 18, 2024
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