Huangting International: Announcement on the proposed signing of the Counter-Guarantee Guarantee Contract in respect of the acquisition of Ruize Leasing

Stock code: 000056, 200056 Securities abbreviation: Huangting International, Huangting B Announcement number: 2017-46

Shenzhen Huangting International Enterprise Co., Ltd

Announcement on the proposed signing of the Counter-Guarantee Contract for the Acquisition of Ruize Leasing

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete, and that there are no false records or errors

Lead statements or material omissions.

1. Overview of the guarantee situation

Whereas, the Company intends to acquire part of Ruize International Financial Leasing Co., Ltd. (hereinafter referred to as "Ruize Leasing").

Equity, Beijing Jinrui Xiangcheng Investment Co., Ltd. (hereinafter referred to as "Jinrui Xiangcheng") and the Company intend to sign the "Shares"

Rights Transfer Agreement (For details, please refer to the Securities Times and Hong Kong Da on July 20, 2017

Communiqué" and "Announcement on the Acquisition of Part of the Equity Of Ruize International Financial Leasing Co., Ltd."

(Announcement No. 2017-45)), the lessee who agreed that Jin Ruixiangcheng handled for Ruize Leasing was Tianjin Pharmaceutical

Group Jinkang Pharmaceutical Co., Ltd. (hereinafter referred to as "Jinkang Pharmaceutical") contract number RZHZ (2016) 002 of Rong

Financing of leasing contract with Bank of Beijing (balance of RMB87,080,000 as of June 30, 2017)

Provide joint and several liability guarantee guarantee; Beijing Dongguantou Investment Management Company (hereinafter referred to as "Dongguantou Company")

The lessee who handled the leasing for Ruize was Tianjin Lingang Industrial Zone Construction and Development Co., Ltd. (hereinafter referred to as ").

"Tianjin Lingang") contract number RZHZ (2014) 003 of the financial lease contract to CCB Tanggu Branch financing (interception

Balance of RMB490,000,000 as at 30 June 2017) is guaranteed by joint and several liability. Basis

As stipulated in the Equity Transfer Agreement, the Company undertakes to terminate Jin Ruixiang within three months after the completion of the equity delivery

The above-mentioned guarantee liability of Cheng and Dongguantou Company (hereinafter collectively referred to as "Guarantor").

In order to ensure that the above-mentioned guarantee liability of the guarantor is discharged within three months, and the guarantee is guaranteed to perform the responsibility

The Company agrees to provide a counter-guarantee to the Guarantor for the realization of the subrogation right arising after the obligation to guarantee. Now it is doubled

The parties negotiated friendly and intended to sign the "Counter-Guarantee Guarantee Contract". The specific content shall be signed by the Company and the Guarantor

The provisions of the Counter-Guarantee Guarantee Contract shall prevail.

The above-mentioned counter-guarantee matters have been deliberated and approved by the tenth extraordinary meeting of the eighth board of directors of the company in 2017

It is required to submit to the company's general meeting of shareholders for consideration.

2. The basic situation of the guarantor

(1) Guarantor 1:

Company Name: Beijing Jinrui Xiangcheng Investment Co., Ltd

Date of establishment: April 23, 2010

Registration location: No. 1, Dongguantou, Fengtai District, Beijing

Legal representative: Kong Linggang

Registered capital: 10 million yuan

Main business: investment management; investment consulting; real estate development; asset management; property management.

Relationship with the Company: Approved by the 10th Extraordinary Meeting of the Eighth Board of Directors of the Company in 2017, the Company

Proposed to acquire from Jin Ruixiangcheng its 70% stake in Ruize Leasing. In addition to the above business, Jin Rui Xiangcheng and Ben Gong

The Division has no affiliations or other business ties.

The specific property relationship structure chart is as follows:

Key financial indicators for the most recent year and period:

Unit: Meta

December 31, 2016/ January-December 2016 March 31, 2017/ January-March 2017

subjects

(Audited) (Unaudited)

Total assets 1,929,155,400.09 1,941,733,567.24

Total liabilities 1,917,605,004.77 1,930,700,448.87

Net assets 11,550,395.32 11,033,118.37

Operating income 1,110,267.38 12,119,410.74

Total profit 44,245,207.53 110,973.48

Net profit 44,033,905.65 110,973.48

(2) Guarantor 2:

Company Name: Beijing Dongguantou Investment Management Company

Date of establishment: August 23, 1991

Registered location: Dongguantou Village, Fengtai District, Beijing (50 meters north of Yize Park)

Legal representative: Wang Yunpu

Registered capital: 182.2031 million yuan

Main business: investment management, real estate and property management, warehousing and logistics, financial leasing, etc.

Relationship with the Company: Dongguantou Company is a shareholder of Jin Rui Xiangcheng.

Total assets 5,684,519,956.19 5,638,249,212.72

Total liabilities 2,969,527,517.59 2,929,018,235.74

Net assets 2,714,992,438.60 2,709,230,976.98

Operating income 140,546,027.36 25,934,434.93

Total profit 64,459,892.55 -5,766,461.62

Net profit 63,612,556.79 -5,766,461.62

3. The main content of the security agreement

Guarantor (Party A): Beijing Jinrui Xiangcheng Investment Co., Ltd

Beijing Dongguantou Investment Management Company

Guarantor (Party B): Shenzhen Huangting International Enterprise Co., Ltd

Article 1 Counter-secured principal claim

The principal claim of the counter-guarantee of this contract is that Party A raised funds from Bank of Beijing or CCB Tanggu Branch for Ruize Leasing

The subrogation right after assuming the guarantee liability includes the principal amount of the claim and the cost of realizing the claim.

Article 2 Counter-guarantee Methods

The counter-guarantee of this contract is a joint and several liability guarantee.

Article 3 Counter-guarantee Period

The counter-guarantee period stipulated in this contract is from the effective date of this contract to Bank of Beijing or CCB Tang

Two years from the date on which the Gu sub-branch fulfills its guarantee obligation.

If Party A's above-mentioned guarantee liability is discharged, the counter-guarantee period shall end until the date on which Party A's guarantee liability is discharged.

Article 4 Representations and Warranties of Both Parties A and B

(1) Party A promises

1. After the Bank of Beijing releases The guarantee liability of Jin Rui Xiangcheng, Jin Rui Xiang Cheng shall release Party B at the same time

Guarantee liability and sign a termination agreement.

2. After the Tanggu Branch of CCB relies on the guarantee liability of Dongguantou Company, Dongguantou Company shall be released at the same time

Party B shall be liable for this counter-guarantee and sign the termination agreement.

(2) Party B undertakes

1. Party B has full capacity for civil rights and civil conduct, in accordance with the laws of the People's Republic of China

It is stipulated that with the qualification of the guarantor, a guarantee guarantee may be provided to the outside world.

2. Party B signs this guarantee contract entirely voluntarily, and all its intentions under this contract are true

true.

Article 9 Entry into force, modification and termination of the contract

1. During the counter-guarantee period, such as the Equity Transfer Agreement between Beijing Jinrui Xiangcheng Investment Co., Ltd. and Party B

If terminated or rescinded, this contract shall be terminated at the same time.

2. This contract is in six copies, Party A holds four copies and Party B holds two copies, which has the same legal effect.

3. This contract shall take effect after being approved by the shareholders' general meeting of Party B and signed and sealed by both parties A and B.

4. Opinions of the Board of Directors

Due to the company's intention to acquire part of the equity of Ruize Leasing, the "Equity Transfer Agreement" signed stipulated that the company was gold

Rui Xiang Cheng and Dong Guan Tou Company provided a counter-guarantee against the joint and several liability guarantee guarantee of Ruize Leasing, Jin Rui Xiang Cheng and Dong

After the above-mentioned guarantee liability of the pipe head company is discharged, the company's counter-guarantee liability will be released at the same time. Jin Rui Xiangcheng and Dong Guan

Tou Company (the controlling shareholder of Jin Rui Xiangcheng) is the shareholder of Ruize Leasing, which is the lessee Jinkang Pharmaceutical and Tianjin

The guarantee liability provided by Lingang was arising from the purpose of ensuring that Ruize Leasing carried out the financial leasing business, which was proposed by Jin Ruixiangcheng

The 70% equity transfer held by Ruize Leasing is transferred to the Company and is no longer a shareholder of Ruize Leasing, so the Company is required to perform

Corresponding measures are taken to relieve them of their guarantee liability. In addition, the company has conducted field visits to Jinkang Pharmaceutical and Tianjin Lingang

Checking the relevant materials, the two companies are large state-owned enterprises, the credit rating is high, and the company has the above guarantee pair

The risk of providing a guarantee is controllable, which will help the company to successfully advance the acquisition of Ruize Leasing and will not harm the company

benefits.

5. Opinions of independent directors

(1) The Company provides counter-reactions to Beijing Jinrui Xiangcheng Investment Co., Ltd. and Beijing Dongguantou Investment Management Company

Guarantee, which is conducive to the smooth progress of the company's acquisition of Ruize International Financial Leasing Co., Ltd., the guarantee risk is there

Within the scope of control, there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.

(2) The deliberation and voting of the board of directors on the above proposals conform to the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange,

The Company Law, the Securities Law and other laws and regulations stipulate that the procedures are legal and effective. Agree that the Board of Directors of the Company will move this proposal

Submitted to the General Meeting of Shareholders for consideration.

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

As of the date of this announcement, the company's cumulative external guarantee amount is RMB3,002,117,700 (excluding this time

Guarantee matters considered by the Board of Directors), accounting for 58.57% of the Company's latest audited net assets. The company does not exist

Overdue guarantees, litigation-related guarantees, etc.

7. Documents for reference

(1) Resolution of the 10th Extraordinary Meeting of the Eighth Board of Directors in 2017;

(2) Special opinions of independent directors.

This is hereby announced.

Board of Directors

July 20, 2017