External security bulletin

Updated date:2016/3/11 16:21:42

Stock Code: 002 105 securities referred to: Nobutaka Industry Announcement Number: 2016-009

 HL CORP(SHENZHEN) , Ltd.

External security bulletin

The Company and all members of the Board to ensure that the information disclosed is true, accurate, complete, not false, misleading statements or material omissions.

 HL CORP(SHENZHEN) , Ltd. (hereinafter referred to as: the Company) was held on March 9, 2016 the Fourth Board Fourteenth Meeting, the directors of all 11 participants vote by 11 votes in favor, 0 votes against and 0 votes abstaining, approved the proposal "on the 2016 annual renewal provided Tianjin Nobutaka Industrial Co., Ltd. to apply for bank financing amount" of. All the directors agreed to Tianjin Nobutaka Industrial Co., Ltd. (hereinafter referred to as: Tianjin long letter), respectively, to the year 2016 seven banks for a total amount of revolving credit of RMB 29,580 million and $ 500 million revolving credit agreement to finance the amount of 100% of the maximum amount company joint guarantee amount, the company is more than the amount of revolving credit commitment irrevocable joint liability.

As of December 31, 2015, unaudited Tianjin Nobutaka assets and liabilities was 74.25%; in accordance with the relevant provisions of the Shenzhen Stock Exchange "Stock Listing Rules" and "Articles of Association" and so on, this proposal still needs to be submitted to the general meeting of shareholders last after deliberation by the implementation. After the resolution was adopted by shareholders, the company will be authorized to represent the company and signed a guarantee contract above the banks, guarantees, contracts and documents related to the chairman Mr. Liao Xuejin.

I. Overview of guarantee

Tianjin long letter to the company holding 66.14% subsidiary, as should its business development needs, 2015 to the following home five banks for a total of RMB 17,780 Wan circulation amount of financing are:

1, China Minsheng Banking Corp., Ltd. Tianjin Branch (abbreviation: Minsheng Bank Tianjin Branch)

2, Shanghai Pudong Development Bank Co., Ltd. Tianjin Branch (referred to as: Shanghai Pudong Development Bank Tianjin Branch)

3, China Merchants Bank Co., Ltd. Tianjin Branch (abbreviation: China Merchants Bank Tianjin Branch)

4, HSBC Bank (China) Co., Ltd. Tianjin Branch (abbreviation: HSBC Bank Tianjin Branch)

5, China Industrial Bank Co., Ltd. Tianjin Branch (abbreviation: Industrial Bank Tianjin Branch)

Company of the Year 2015 by the Fourth Board eleventh meeting in 2015, the first extraordinary general meeting approved the company's revolving credit line to provide above 100% of the maximum amount of company chairman and joint guarantee by the company on behalf of Mr. Liao Xuejin companies associated with the bank signed a guaranteed contract, as follows:

No.

Finance Bank

Financing limit

Directors Meeting session times / opening date

External security announcement date / number:

Contract / warranty expiration date

1,

HSBC Bank Tianjin Branch

3,780 ten thousand yuan

Fourth Board of eleventh /2015.3.11

2016/2/17

It has signed a contract

2,

Shanghai Pudong Development Bank Tianjin Branch

$ 50 million

Fourth Board of eleventh /2015.3.11

N / A

Did not sign the final contract

3,

China Merchants Bank Tianjin Branch

$ 30 million

Fourth Board of eleventh /2015.3.11

2016/9/29

We have signed a contract, the final amount of 28 million yuan

4,

Industrial Bank Tianjin Branch

$ 40 million

Fourth Board of eleventh /2015.3.11

N / A

Did not sign the final contract

5,

Minsheng Bank Tianjin Branch

2,000 million

Fourth Board of eleventh /2015.3.11

N / A

Did not sign the final contract

(The relevant announcement was published in the designated media giant tidal network http://www.cninfo.com.cn and "Securities Times")

It said the amount of financing contracts are valid for one year, the year 2016 will have expired. Tianjin Nobutaka combined with its company's business development, proposed in 2016 the circulation amount of financing contract expires, the Merchants and HSBC apply for renewal at the same time respectively to five Bank (SPDB, Societe Generale, peace, Land Bank of Taiwan, Shanghai Commercial savings Bank) to apply a total of RMB 23,000 million and $ 5 million US dollars of financing amount, to a total of seven banks for RMB 29,580 million and $ 500 million revolving credit limit, and apply for the circulation amount of financing the company offers a 100% the maximum amount a company joint guarantee, specific details are as follows:

 

No.

 

Finance Bank

 

Now the amount of financing

 

The amount of financing of the proposed application

Remark

1,

HSBC Bank Tianjin Branch

3,780 ten thousand yuan

3,780 ten thousand yuan

Renewal

2,

Shanghai Pudong Development Bank Tianjin Branch

$ 30 million

The original contract did not sign, this is to re-apply

3,

China Merchants Bank Tianjin Branch

$ 28 million

$ 28 million

Renewal

4,

Industrial Bank Tianjin Branch

 

2,000 million

The original contract did not sign, this is to re-apply

5,

Ping An Bank branch in Tianjin Free Trade Experimental Area

$ 30 million

New

6,

Land Bank of Taiwan Co., Ltd. Tianjin Branch

 

150 million

New

7,

Shanghai Commercial and Savings Bank

$ 5,000,000

New

After the fourth session of the Board of Directors by the fourteenth meeting, all directors agreed to Tianjin long letter intends to apply for a total of one hundred million yuan II Jiuqian five hundred million Bashi (¥ 29,580 million) in the year 2016 and five hundred million dollars ($ 500 signed million) revolving credit amount of the contract to finance 100% of the amount of the maximum amount of joint and several guarantee companies.

Second, the amount of financing and the main content of the security agreement

Warrantee Name: Industrial Co., Ltd. of Tianjin Nobutaka Currency: RMB

No.

Finance Bank

Financing limit

The amount of the contract period

Warranty Period

guarantee

Types of

guarantee

Money

By way of security: guarantee contract signed

1,

 

HSBC

Tianjin Branch

 

3,780 ten thousand yuan

 

A year

Since the "limited liability company guarantee" until the date of receipt of the bank signed guarantor or surety liquidator or receiver on a calendar month before the expiry of the period after termination of the warranty written notice of the limited liability company is a continuing guarantee guarantee and provide security guarantees on all payments. Although the issue and despite the written notice of the guarantee to respond to customer prior to such termination or the actual or become liable to have or guarantee payment (with interest after the termination of such guarantees payables and other payments in ) continue to be valid, and the guarantor shall upon request namely bank guarantees payment of such amount (together with the interest and other payments after the termination of such guarantees payments due), regardless of the requirements put forward before such termination occurs in such Upon termination of, or after such termination.

 

Ceiling joint guarantee company

100% of the amount of the financing

"Limited liability company guarantee"

2,

 

China Merchants Bank

Tianjin Branch

 

$ 28 million

 

A year

 

Advances during the day to ensure that the guarantor liability from the date of entry into force until the guarantee "credit agreement" under each loan or other financing or transferee of the Bank's credit receivables per maturity or advances plus two years. Any one specific credit extension is to ensure the continuation of an additional two-year extension after the expiration of the period ended period.

 

Ceiling joint guarantee company

100% of the amount of the financing

"The most high irrevocable guarantee"

 

3,

 

 

Industrial Bank

Tianjin Branch

2,000 million

 

A year

 

A guarantee in accordance with the main contract for each creditor debtor financing provided to calculate the period, in respect of each financing, the next period is the sum financing items debts of the period of two years from the date of expiry of the guarantee.

Second, as determined by single master contract expired batches financing period for each batch to ensure that each batch of debt financing to fulfill two years from the date of expiry of the deadline.

Third, as for the amortization of principal debt, or debt installments calculated during each phase of assurance that during each period of two years from the date of expiry of the creditor.

Fourth, if debtor and creditor to reach any agreement on an extension of the financing under the main contract, which is renewed by the guarantor without the consent of the guarantor for each pen is still the main financing under the contract in accordance with the contract responsibility of guarantee. In respect of each renewal of financing, the guarantee period extension agreement to reschedule the debts of the two years after the expiration of the period.

  Fifth, if the creditor declare by convention laws and regulations or the main contract early maturity of the debt, the creditor to fulfill the guarantee period is two years from the date of expiration of the period of notice to the debtor.

  Sixth, bank acceptances acceptances, letters of credit and letters of guarantee during the guarantee under creditor advances of two years from the date of payment, graded advance to ensure that calculated separately from the date of each advance of the period.

Seven, commercial bills discounted guarantee period is two years before the expiration of discounted bills.

 

 

Ceiling joint guarantee company

 

100% of the amount of the financing

 

"Guaranteed maximum contract"

(Applies to the amount of credit business)

4,

Shanghai Pudong Development Bank

Tianjin Branch

$ 30 million

 

A year

 

During the warranty period, for each of the debtor by the creditor claims are calculated from each credit contract debts until the date of expiration of the debt of the creditor to fulfill the contract only two years after the expiry of the period.

Guarantor for the repayment obligations under the contract during each single stage occur creditor to fulfill their responsibility of guarantee, guarantee period from the date of the expiration of each period for paying debts, the repayment period to last a single contract after the expiry of the two Year ended.

Contract term "maturity" and "expires" includes claims of creditors announced early maturity of the main case.

 

Ceiling joint guarantee company

100% of the amount of the financing

"Guaranteed maximum contract"

5,

 

Ping An Bank branch in Tianjin Free Trade Area

$ 30 million

A year

 

From the Effective Date until the guarantee contract obligations for specific credit under the main contract of two years after the expiration of the period of fulfillment. Calculated separately for each specific credit guarantee period, and any particular credit extension is to ensure the continuation of the period of two years after the expiry of the time extension.

Autonomous contract date of issuance of the loan until the completed real estate mortgage registration of Party mortgagee and the date of the relevant proof of ownership by the Party which receives it.

During the warranty period, the creditor will legally transfer their claims to a third party, the guarantor agreed to in the original warranty covers continue to bear the guaranty liability.

 

Related

Guarantee

100% of the amount of the financing

"Guaranteed maximum guarantee contract"

6,

Land Bank

Tianjin Branch

 

150 million

(Wherein: the amount of 80 million yuan five-year long-term / short-term one-year limit 70 million yuan)

8000 ten thousand yuan credit:

5 years

7000 ten thousand yuan credit:

1 year

 

Principal debts two years from the date of expiry of the period, the starting date is determined in the following manner during the guarantee:

1, the main contract a debt to fulfill any expiry date before or the same day to determine the secured creditor, the guarantor to assume the debt of the sum of the starting date to determine the date of the secured creditor's responsibility to ensure that the guarantee period;

2, the main contract a debt to fulfill any later than the expiration date is determined by the secured creditor, the guarantor's commitment to sum debt liability guaranty period starting date for the performance of a debt sum of the expiration date;

3, preceding the "obligations so the expiration date" under the circumstances including the main contract, the debtor amortize debt, a debt maturity date of each; also includes a master contract by the creditor announced early maturity date of the debt;

4, as the main contract business credit, bankers' acceptances, guarantees, delivery guarantees, the date of payment of foreign debt sum deemed to fulfill the expiration date.

 

Related

Guarantee

100% of the amount of the financing

"Guaranteed maximum contract"

7,

Shanghai Commercial Bank Offshore Banking Branch

 

US $ 5 million yuan

(Wherein: the amount of long-term three-year $ 3 million / year short-term credit of $ 2 million)

 

USD 300 Wan credit: 5 years

200 Wan dollar amount: 1 year

During be guaranteed the debt incurred

Related

Guarantee

100% of the amount of the financing

"Guarantee"

The circulation amount of financing totaling RMB Jiuqian II one hundred million five hundred million Bashi (¥ 29,580 million) and US $ five hundred million (USD500 million), in addition to the Land Bank Tianjin Branch valid amount of 15,000 million yuan, including: five-year term limit 8000 ten thousand yuan / 1-year short-term credit 70 million yuan and Shanghai Commercial Bank OBU amount of financing $ 500 million yuan, including: the amount of three million three-year long US / short-term credit of $ 2 million a year outside of one year, the amount of financing under item contains RMB loans, bill acceptance and discount, open letters of credit, open a bank acceptance bills, a variety of individual credit business letters of credit, import loans, foreign currency loans, will depend on the actual business content and Nobutaka banks Tianjin the amount of financing contract and the amount of financing under the contract related to specific contracts and documents a variety of individual credit business conventions content processing.

The company is more than the amount of revolving credit commitment irrevocable joint liability.

The warranty does not involve related party transactions. As of December 31, 2015, unaudited Tianjin Nobutaka assets and liabilities was 74.25%; in accordance with the relevant provisions of the Shenzhen Stock Exchange "Stock Listing Rules" and "Articles of Association" and so on, this proposal still needs to be submitted to the general meeting of shareholders last after deliberation by the implementation. After the general meeting of shareholders, the Company will be authorized to represent the company and signed a guarantee contract above the banks, guarantees, contracts and documents related to the chairman Mr. Liao Xuejin.

Third, is the basic situation of the guarantor

1, the guarantor Name: Tianjin Nobutaka Industrial Co., Ltd.

2. Date of establishment: March 30, 2010

3, registered address: Jinghai County of Tianjin Industrial Park Shuangtang high-grade metal products

4, the legal representative: Liao gold

5, registered and paid-up capital: three thousand dollars one hundred ten thousand yuan Lu Bai

6. Business: bicycles and parts, electric bicycle and parts, sports equipment and parts, sporting goods, toys, steel, stainless steel pipe, tube processing, production and sales; metal surface treatment; metal products, plastic products and metal products, wholesale , Imports & Exports (above management scope does not involve state trading goods, quota, licensing of merchandise, in accordance with relevant state regulations apply).

7, the proportion of shareholders' investment holdings

 HL CORP(SHENZHEN) , Ltd. of $ 23.8781 million yuan 66.14%

Nanjing, China Steel Co., Ltd 8.82% to $ 3.1838 million yuan

Lee Tian Development Co., Ltd. of $ 9.0381 million yuan 25.04%

8, basic financial data

As of December 31, 2014, the total assets of the guarantor Nobutaka Industrial Co., Ltd. of Tianjin audited to 48,427.38 million, total liabilities of 35,775.34 million in 2014 to achieve total revenue of 39,037.02 million, net profit -2,132.34 ten thousand yuan asset-liability ratio was 73.87%.

As of December 31, 2015, total assets of the guarantor letter Lung Industrial Co., Ltd. of Tianjin is 42,274.15 million, total liabilities of 31,389.73 million, the year 2015 realized a total income of 33,158.04 million, net profit -1,767.61 million, assets liability ratio was 74.25% (above unaudited data).

9, Tianjin Nobutaka since October 2011 formally put into operation, the business situation has continued to improve.

Fourth, the Board views

1, to provide security reasons:

    To support the further development of Tianjin Nobutaka meet their needs and daily business turnover, Tianjin Nobutaka ensure working capital needs, assist subsidiary expand production, improve its profitability and market competitiveness, accelerating the creation of operational efficiency, returns to shareholders.

2, the Board views

(1) All directors consider: Tianjin long letter to the company holding 66.14% subsidiary; Tianjin Nobutaka since October 2011 formally put into operation, business conditions continued to improve, Tianjin Nobutaka as should the needs of daily business turnover to banks for financing loans, guarantees Tianjin Nobutaka working capital needs, the company continues to provide 100% of the loan amount secured Tianjin Nobutaka help expand production, improve their market competitiveness and profitability, operating efficiency and create accelerate returns to shareholders. As a subsidiary of the holding company is able to control the Tianjin Nobutaka management, can effectively control the guarantee risk.

(2), Tianjin Nobutaka other joint venture partner Nanjing, China Steel Co., Ltd, the shareholding ratio of 8.82%, due to a smaller stake for this guarantee corresponding to assume the guarantee amount is too small, less affected, Li Tian Development Co., Ltd. the controlling shareholder of the company, so the full commitment secured by the company.

Number Five, total external guarantees and overdue guarantees

1. Ended the disclosure date, including this guarantee, the company approved a total amount of external guarantees for the store one hundred million yuan Qi Qian Wu Bai Hundred and Seventy-three ten thousand yuan (¥ 47,357 million), of which the company owned subsidiary of the Company the total external guarantee of one hundred million RMB wantonly Wu Shi Qi Qi Qian three hundred ten thousand yuan (¥ 47,357 million), the actual amount of RMB 87,269,250.00 yuan, accounting for 16.65 percent the company's latest audited net assets.

2. Ended the disclosure date, the Company and its subsidiaries except the guarantees for holding subsidiaries, other external guarantees in the amount of 00,000 yuan, accounting for the latest audited net assets of 0%.

3, the total amount of external guarantees of the company and its subsidiaries was RMB nil.

4. Ended the disclosure date, the Company and its subsidiaries as not overdue, with the guarantee and the amount involved in litigation losses due to guarantees and was sentenced to be borne by the losing.

Six other

After a security bulletin first disclosed, the company will continue to consider timely disclosure of guarantees, signed agreements and other developments or changes.

Seven reference documents

1, "the Fourth Board fourteenth Earnings"

2 HSBC Bank Tianjin Branch "LLC guarantees"

3, Shanghai Pudong Development Bank Tianjin Branch "guaranteed maximum contract"

4, China Merchants Bank Tianjin Branch, "the most irrevocable guarantee high"

5, Industrial Bank Tianjin Branch "guaranteed maximum contract"

6, Ping An Bank branch in Tianjin Free Trade Zone Test "guaranteed maximum guarantee contract"

7, Taiwan's land Tianjin Branch "guaranteed maximum contract"

8, Shanghai Commercial and Savings Bank "guarantee"

   

Special announcement.

   HL CORP(SHENZHEN) , Ltd. Board of Directors

March 11, 2016



Legal statement

Shenzhen HL Corp are subject to the final approval of the government departments and formal legal documents, HL Corp has the final interpretation, please note。