Stock Code: Sinotruk Jinan Truck Co.Ltd(000951) stock abbreviation: Sinotruk Jinan Truck Co.Ltd(000951) No.: 202213 Sinotruk Jinan Truck Co.Ltd(000951)
Notice on providing guarantee for mortgage and financial leasing business
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee
Sinotruk Jinan Truck Co.Ltd(000951) (hereinafter referred to as “the company” or “the company”) the 10th meeting of the 8th board of directors was held on March 30, 2022. On the premise that the related directors Mr. Liu Zhengtao, Mr. Sun Chenglong and Ms. Li Xia abstained from voting, the proposal on providing guarantee for mortgage and financial leasing business was considered and adopted with 6 affirmative votes, 3 evasive votes, 0 negative votes and 0 abstention votes. The specific guarantees are as follows:
In order to solve the payment problem of customers who have good reputation and need financing support in the process of product sales, further promote the product sales of the company and expand market share, the company cooperates with banks or leasing companies and other financial institutions (including but not limited to heavy truck Finance Co., Ltd. and Shanzhong financial Leasing Co., Ltd.) to provide customers with mortgage loans and financial leasing services for car purchase. At the same time, customers who apply for mortgage loans and financial leasing services from financial institutions to purchase the company’s products provide automobile repurchase guarantee services, with a guarantee amount of no more than RMB 300 million. The use period of the guarantee limit is from the date of approval by the annual general meeting of shareholders in 2021 to the date before the guarantee limit is re approved by the next annual general meeting of shareholders. For overdue customers who meet the repurchase conditions in handling bank mortgage loans or financial leasing services, the company will deal with them through collection, legal proceedings and other means. Most customers will not form final risk through collection. The company has set up special legal institutions and dispatched offices to take risk control measures at the customer’s location to minimize the risk borne by the company and within the controllable range.
Among them, the financial leasing business carried out by the company and Shanzhong Financial Leasing Co., Ltd. is based on the financial leasing business cooperation agreement and repurchase agreement signed with it, and bears the corresponding guarantee liability within the agreed business limit.
According to relevant regulations, this matter needs to be submitted to the latest general meeting of shareholders of the company for deliberation. When relevant matters are deliberated at the general meeting of shareholders, related shareholders need to avoid voting. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies, does not constitute backdoor, and does not need to be approved by relevant departments.
2、 Basic information of the guaranteed
Natural and legal person customers with good reputation who have passed the company’s credit review and the credit review of financial institutions.
3、 Basic information of related parties
(I) basic information
1. Sinotruk Auto Finance Co., Ltd. (hereinafter referred to as “sinotruk auto finance”)
Legal representative: Sun Chenglong; Registered capital: 2600 million yuan; Registered address: 4th floor, science and technology building, national heavy vehicle research and development center, No. 777, Hua’ao Road, high tech Zone, Jinan, Shandong Province; Unified social credit Code: 9137 China Tianying Inc(000035) 86060073; Enterprise type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China).
Business scope: (I) accept fixed-term deposits of more than 3 months (inclusive) from overseas shareholders and their group’s wholly-owned subsidiaries in China and domestic shareholders; (II) accept the loan deposit for the purchase of vehicles by auto dealers and the deposit for the lease of vehicles by the lessee; (III) the issuance of bonds is approved by finance; (IV) engaging in inter-bank lending in the same industry; (V) borrowing from financial institutions; (VI) provide car purchase loan business; (VII) provide loans for auto dealers to purchase vehicles and operating equipment, including loans for exhibition hall construction, spare parts and maintenance equipment; (VIII) provide automobile financial leasing business (except sale and leaseback business); (IX) selling or repurchasing auto loan receivables and auto finance lease receivables to financial institutions; (x) handle the residual value sale and disposal of leased vehicles; （11） Engage in consulting and agency business related to car purchase financing activities; （12） Approved to engage in equity investment business of financial institutions related to auto finance business; （13） Other businesses approved by the CBRC. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the validity period shall be subject to the license) major shareholders: Sinotruk Jinan Truck Co.Ltd(000951) (Hong Kong) Co., Ltd. holds 76.09% equity, and Sinotruk Jinan Truck Co.Ltd(000951) Group Jinan Power Co., Ltd. holds 13.04% equity.
2. Shanzhong Finance Leasing Co., Ltd. (hereinafter referred to as “Shanzhong leasing”)
Legal representative: Shen Chuandong; Registered capital: 2 million yuan; Registered address: 13 / F, block D, No.1, xuanwumenwai street, Xicheng District, Beijing; Unified social credit Code: 9111 Shenzhen Huakong Seg Co.Ltd(000068) 690250×4; Enterprise type: limited liability company (foreign-invested enterprise and domestic joint venture).
Business scope: financial leasing; Mechanical equipment leasing business; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Technical services; Economic information consultation; Sales of general equipment, special equipment, transportation equipment and building materials; Project investment; Import and export of goods; Technology import and export. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) Major shareholders: China Heavy Duty Truck Group Co., Ltd. holds 56.74% equity and Shandong Heavy Industry Group Co., Ltd. holds 32.5% equity.
(II) main financial indicators of the latest year
As of December 31, 2021, the main financial indicators of heavy truck auto finance and Shanzhong leasing are as follows:
1. Heavy truck auto finance
Total assets: 20979928100 yuan, net assets: 3209222300 yuan, operating income of 1054808300 yuan and net profit of 13434600 yuan in 2021.
2. Shanzhong leasing
Total assets: 10655945000 yuan, net assets: 2446713200 yuan, operating income of 732193200 yuan and net profit of 100153400 yuan in 2021
(III) relationship with the company
Sinotruk auto finance and Shanzhong leasing are the holding subsidiaries of Shandong Heavy Industry Group Co., Ltd. (hereinafter referred to as “Shandong heavy industry”). According to the provisions of relevant laws and regulations such as item (II), paragraph 2, article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shandong heavy industry and its subsidiaries are related parties of the company, and the transactions involved constitute related party transactions.
Heavy truck auto finance and Shanzhong leasing are in normal operation, in good financial condition and have good performance ability.
Through credit China website（ http://www.creditchina.gov.cn./ ）National enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）China executive information disclosure network（ http://shixin.court.gov.cn./ ）. national court dishonest Executees list information publishing and inquiry website（ http://shixin.court.gov.cn./index.html ）And through the websites of the national development and Reform Commission and the Ministry of finance, it is found that heavy truck auto finance and Shanzhong leasing are not dishonest Executees.
4、 Main contents of guarantee matters
(I) the relevant agreements signed between the company and Shanzhong leasing are as follows:
The company’s dealers recommended the intended customers of financial leasing business to Shanzhong leasing, and Shanzhong leasing signed the financial leasing contract with the customers after passing the review. The company’s dealers issue the repurchase commitment letter to Shanzhong leasing for the business under the financial lease contract, and undertake the repurchase obligation for the leased goods sold through the financial lease under the financial lease contract. When the dealer fails to perform the repurchase obligation and meets the conditions for repurchase on sight, after written confirmation by both parties, the company promises to perform the repurchase obligation and bear part of the repurchase guarantee liability in accordance with the financial leasing business cooperation agreement and repurchase agreement.
(II) the main contents of the relevant agreements signed by the company and other cooperative institutions are as follows: 1. According to the relevant agreements, the cooperative institutions are responsible for recommending good credit partners and borrowers of automobile mortgage loan or financial lease to the company, and supervising and ensuring that the partners fulfill their obligations in accordance with the requirements of the tripartite agreement.
2. If the borrower of mortgage loan or financial lease violates the provisions of relevant contracts and fails to repay the loan principal and interest for three consecutive periods or more than three months, the company voluntarily and unconditionally repurchases the creditor’s rights of the cooperative institution to the borrower or the borrower’s vehicles.
3. After the borrower of mortgage loan or financial lease settles the loan, the cooperative institution will return the advance repurchase payment advanced by the company to the company.
5、 Opinions of the board of directors and independent directors
The board of directors of the company believes that as a mode of automobile sales, the mortgage loan and financial leasing service mode has been widely adopted by Chinese automobile production enterprises. The company provides mortgage loan guarantee and financial leasing guarantee business for customers with good reputation. The implementation of this business is conducive to promoting the sales of the company’s complete vehicle products, and the risk is controllable. The company agrees to the guarantee.
The prior approval opinion of the independent directors: the company’s financial leasing business is based on the principle of complementary advantages, equality and mutual benefit, which is conducive to broaden the company’s financing channels, strengthen the risk management of financial leasing business and promote the sales of the company’s products. The risk of carrying out financial leasing business with heavy truck Finance Co., Ltd. and Shanzhong Financial Leasing Co., Ltd. is controllable, in line with the relevant provisions of various laws and regulations, in line with the development needs of the company, in line with the interests of all shareholders of the company, and will not damage the interests of shareholders, especially minority shareholders. Agree to submit this proposal to the board of directors for deliberation.
Independent opinions of the independent directors of the company: After reviewing relevant materials, we believe that the procedures for the board of directors to consider and vote on this matter are legal and effective, and the related directors have avoided voting. This proposal on providing guarantee for mortgage and financial leasing business needs to be submitted to the general meeting of shareholders for deliberation.
The company provides mortgage loan guarantee and financial lease guarantee business for customers with good reputation. The implementation of this business is conducive to promoting the sales of the company’s complete vehicle products, and the risk is controllable. We agree to the guarantee.
6、 Accumulated external guarantees and overdue guarantees
After the guarantee takes effect, the guarantee amount of the listed company and its holding subsidiaries is 300 million yuan. In 2021, the actual external guarantee of the company and its holding subsidiaries was 20 million yuan, accounting for 0.14% of the company’s latest audited net assets. The company has no overdue external guarantee, no guarantee involving litigation and the loss that should be borne due to the judgment of losing the guarantee.
7、 Opinions of the sponsor
After verification, the sponsor believes that the guarantee provided by the company for the mortgage and financial leasing business has been deliberated and approved at the 10th meeting of the eighth board of directors of the company, and the independent directors have expressed independent opinions, which is in line with the relevant provisions such as the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval. The guarantee provided by the company for the mortgage and financial leasing business meets the needs of its business development, is conducive to the development of the company’s sales business, and does not harm the interests of shareholders. The sponsor institution has no objection to the guarantee provided by the company for mortgage and financial leasing business.
8、 Documents for future reference
(I) resolutions of the 10th meeting of the 8th board of directors;
(II) prior approval opinions and independent opinions of independent directors on guarantee and other matters;
(III) financial leasing business cooperation agreement and repurchase agreement signed with Shanzhong Financial Leasing Co., Ltd;
(IV) verification opinions of Huatai United Securities Co., Ltd. on Sinotruk Jinan Truck Co.Ltd(000951) providing guarantee for mortgage and financial leasing business.
Sinotruk Jinan Truck Co.Ltd(000951) board of directors April 1, 2002
