Taihe Group Co., Ltd. (hereinafter referred to as "the Company" or "Taihe Group" or "Dingfang") and its subsidiaries Fuzhou Meihong Forestry Co., Ltd. (hereinafter referred to as "Meihong Forestry" or "Party B") and Fujian Taixin Real Estate Co., Ltd. (the project company for Taihe Xiangshan Bay, hereinafter referred to as "Taixin Real Estate" or "Target Company" or "Party C") plan to sign a "Share Transfer Agreement" (hereinafter referred to as "the Agreement") with Industrial International Trust Co., Ltd. (representing "Industrial Trust · Zhudi TZ004 (Fujian Taixin) Asset Service Trust", hereinafter referred to as "Industrial Trust" or "Party A") in the near future. The Company will transfer 100% equity of Taixin Real Estate held by Meihong Forestry to Industrial Trust, with a transaction price of 1,000 RMB (see Company Announcement 2023-050 for details). In the aforementioned transaction, it is agreed that Taihe Group will fulfill all obligations and commitments under the Agreement and agree to bear joint liability guarantees for all obligations of Fuzhou Meihong Forestry Co., Ltd. under the Agreement, covering penalties, compensation, and expenses incurred by creditors in realizing their claims, such as attorney fees and litigation costs. In the event of a breach, the estimated guarantee amount will not exceed 50 million RMB, with a guarantee period of three years.
The second meeting of the tenth board of directors and the second extraordinary general meeting of shareholders in 2022 approved the "Proposal on the Expected Situation of External Guarantees for the Next Twelve Months" (see Company Announcements 2022-072, 2022-076, 2022-078 for details), estimating that the total authorized guarantee amount for wholly-owned and controlling subsidiaries in the next twelve months will be 77.3 billion RMB. Among them, the total authorized guarantee amount for subsidiaries with a debt-to-asset ratio of over 70% is 74.3 billion RMB, while the total authorized guarantee amount for subsidiaries with a debt-to-asset ratio below 70% is 3 billion RMB.