Hangzhou Century Co.Ltd(300078)
External guarantee management system
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to standardize the management of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company” or “the company”), protect the safety of the company’s property, strengthen the management of bank credit and guarantee, and reduce business risks, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the civil code of the people’s Republic of China (hereinafter referred to as “the civil code”) The Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “GEM Listing Rules”), the self regulatory guidelines for GEM listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “gem standard operation guidelines”) and other laws, regulations and normative documents, as well as the provisions of the articles of association, This system is hereby formulated.
Article 2 the external guarantee of the company is subject to unified management. Without the approval and authorization of the board of directors or the general meeting of shareholders, no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company. Article 3 this system is applicable to the company and its wholly-owned and holding subsidiaries (hereinafter referred to as “subsidiaries”). Without the approval of the company, subsidiaries shall not provide external guarantees or mutual guarantees.
This system shall be implemented when the company provides guarantee for others, including its subsidiaries.
This system is not applicable to the guarantee provided by the company for its own debts.
Article 4 the term “external guarantee” as mentioned in this system refers to the act that the company provides guarantee for the debtor’s debt as a third party. When the debtor fails to perform the debt, the company shall perform the debt or bear the responsibility according to the agreement. The forms of guarantee include guarantee, mortgage, pledge or other forms of guarantee.
Article 5 in the annual report, the independent directors of the company shall make a special explanation on the external guarantees that have not been fulfilled at the end of the reporting period, the current period and the implementation of the provisions of this system, and express independent opinions. Chapter II General principles
Article 6 the company’s external guarantee shall follow the following general principles:
(1) Comply with the provisions of the company law, the articles of association and other relevant laws, administrative regulations and departmental rules;
(2) All directors and management of the company shall treat external guarantees prudently, strictly control the debt risk arising from external guarantees, and refuse any act of forcing the company to provide guarantees for others;
(3) The management of the company must truthfully provide all external guarantees to the audit institution hired by the company; (4) The company must conscientiously perform the obligation of information disclosure of external guarantees in strict accordance with the provisions of laws and regulations and the requirements of normative documents.
Article 7 the Secretary of the board of directors shall record in detail the discussion and voting of the guarantee matters considered at the meeting of the board of directors and the general meeting of shareholders, and shall timely perform the obligation of information disclosure. In case of economic losses caused to the company due to illegal or improper external guarantee, the relevant responsible person shall be liable for compensation.
Chapter III guarantee conditions
Article 8 the company’s external guarantee is limited to independent enterprise legal persons.
When the company provides external guarantee, it must review the credit of the guaranteed object, and the guaranteed object shall meet the following conditions:
(1) Have independent legal personality;
(2) Good credit standing, strong capital strength and strong solvency (except for subsidiaries); (3) There is no major litigation, arbitration or administrative punishment;
(4) Other conditions required by the company.
The company’s external guarantee must require the other party to provide counter guarantee (except subsidiaries and mutual guarantee enterprises), and the provider of counter guarantee shall have actual bearing capacity.
Article 9 the object of guarantee provided by the company shall not only meet the provisions of Article 8 of this system, but also meet one of the following conditions:
(1) Mutual insurance enterprises required by the company’s business;
(2) Enterprises that have more than two years of business dealings with the company and whose bank credit rating is not lower than Class A;
(3) Companies whose shares are listed at home or abroad;
(4) Subsidiaries within the scope of consolidated statements of the company;
(5) Joint stock companies of the company and its subsidiaries.
Article 10 the types of guarantees provided by the company are limited to working capital loans or fixed asset investment loans and commercial acceptance bills of domestic banks.
Article 11 the object of counter guarantee provided by the guaranteed party is limited to bank deposit certificate, house (building), land use right, machinery and equipment and intellectual property rights, and must correspond to the amount to be guaranteed.
Chapter IV application and examination
Article 12 the financial department of the company shall be responsible for the specific affairs of external guarantee. In the process of external guarantee, the main responsibilities of the company’s financial department are as follows: (1) conduct credit investigation and evaluation of the guaranteed unit; (2) Handle guarantee procedures; (3) After the external guarantee takes effect, track, inspect and supervise the guaranteed unit; (4) Earnestly do a good job in the filing and management of documents related to the guaranteed; (5) Timely and truthfully provide all external guarantees of the company to the audit institution of the company in accordance with the regulations; (6) Handle other matters related to guarantee.
Article 13 the guaranteed shall submit a guarantee application and its attachments to the financial principal and its subordinate financial department at least 15 working days in advance. The guarantee application shall at least include the following contents:
(1) Basic information of the guaranteed;
(2) Description of the guaranteed main debt;
(3) Guarantee type and guarantee period;
(4) The main terms of the security agreement;
(5) Description of the loan repayment plan and source of the guaranteed debt by the guaranteed;
(6) Counter guarantee scheme.
When submitting the guarantee application, the guaranteed shall also attach the materials related to the guarantee, including:
(1) A copy of the business license of the guaranteed;
(2) The latest audited financial statements of the guarantor for the previous year and the latest period;
(3) Secured master debt contract;
(4) The format text of the guarantee contract provided by the creditor;
(5) Description of no major litigation, arbitration or administrative punishment;
(6) Other materials deemed necessary by the finance department.
Article 14 after accepting the application of the guaranteed, the finance department shall timely investigate the credit status of the guaranteed and evaluate the risk of providing guarantee to them, and submit a written report (together with the copy of the guarantee application and annex) to the Secretary of the board of directors.
The finance department shall carefully review the situation of the guarantor according to the relevant materials. In principle, it shall not provide guarantee for any of the following situations: (1) the loan and capital investment do not comply with national laws and regulations or national industrial policies; (2) There are false records or false materials in the financial and accounting documents in the last three years; (3) The company has guaranteed for it, and there have been overdue bank loans, arrears of interest, etc; (4) The business condition has deteriorated, the reputation is bad, and there is no sign of improvement; (5) The loss of the previous year or the profit of the previous year is little, and the loss of the current year is expected; (6) The property right is unknown, the restructuring has not been completed or the establishment is not in line with national laws and regulations or national industrial policies; (7) Failing to implement the effective assets used for counter guarantee; (8) Other circumstances in which the board of directors or the general meeting of shareholders considers that the guarantee cannot be provided.
The finance department shall investigate the above credit information provided by the guaranteed object to determine whether the information is true.
In order to prevent the two parties of the main contract from colluding maliciously or taking other fraudulent means to defraud the company’s guarantee, the finance department is obliged to ensure the authenticity of the main contract and bear the responsibility risk of authenticity.
Article 15 the Secretary of the board of directors shall conduct compliance review after receiving the written report of the finance department and relevant materials of the guarantee application.
Article 16 the Secretary of the board of directors shall organize and perform the approval procedures of the board of directors or the general meeting of shareholders in accordance with the articles of association and the relevant provisions of this system after the guarantee application has passed its compliance review.
Article 17 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed before considering the external guarantee proposal, carefully consider and analyze the financial status, operation status, credit status and industry prospect of the guaranteed, and make a decision prudently according to law. The board of directors of the company may, if it deems it necessary, hire an external professional institution to assess the risk of such external guarantee as the basis for the decision-making of the board of directors and the general meeting of shareholders.
Chapter V approval authority and procedures
Article 18 the external guarantee of the company must be reviewed and approved by the board of directors or the general meeting of shareholders. The company shall not provide guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders.
External guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. The following external guarantees must be approved by the general meeting of shareholders:
(1) Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(2) The total amount of external guarantees provided by the company and its holding subsidiaries for 12 consecutive months exceeds 30% of the company’s total assets audited in the latest period;
(3) The total amount of external guarantees of the company and its holding subsidiaries for 12 consecutive months exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan;
(4) The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(5) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(6) Guarantees provided to shareholders, actual controllers and their related parties;
(7) Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total audited assets of the company in the latest period;
(8) Other external guarantees required by laws and regulations, normative documents or the articles of association to be approved by the general meeting of shareholders.
Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of items (1), (3), (4) and (5) of paragraph 2 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Article 19 external guarantees other than those listed in Article 18 of the system shall be examined and approved by the board of directors of the company.
Article 20 when the external guarantee amount approved by the general meeting of shareholders or the board of directors needs to be implemented in batches, the chairman of the company can be authorized to sign the guarantee document within the approved amount.
Article 21 when the board of directors or the general meeting of shareholders of the company votes on the external guarantee, the directors or shareholders associated with the guarantee shall withdraw from voting.
Article 22 when the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee. Article 23 when the general meeting of shareholders deliberates the guarantee act in paragraph 2 (2) of Article 18, it shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 24 when the board of directors deliberates on external guarantee matters, it shall make a resolution with the consent of more than two-thirds of the directors and more than half of all directors present at the board of directors.
Article 25 when the number of directors with voting rights is less than two-thirds of all members of the board of directors due to the avoidance of voting by affiliated directors, all directors (including affiliated directors) shall make resolutions on procedural issues such as submitting such external guarantees to the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association, and the general meeting of shareholders shall make relevant resolutions on such external guarantees.
Article 26 Where a subsidiary of the company provides guarantee for a legal person or other organization within the scope of the company’s consolidated statements, the subsidiary shall perform the internal decision-making procedures in accordance with its articles of association. The company shall disclose in time after the subsidiary performs the review procedures.
If a subsidiary of the company provides a guarantee for a subject other than the subject specified in the preceding paragraph, it shall be deemed that the company provides a guarantee. After the company performs the internal decision-making procedures, the subsidiary shall perform the internal decision-making procedures and implement them. Article 27 when the board of directors or the general meeting of shareholders of the company votes on more than two external guarantees at the same meeting, they shall vote on each guarantee item by item.
Article 28 the company’s independent directors, sponsors or independent financial advisers (if applicable) shall express independent opinions on their legality and compliance, impact on the company and existing risks when the board of Directors considers the provision of guarantees (except for the provision of guarantees for subsidiaries within the scope of merger), If necessary, an accounting firm may be hired to verify the accumulated and current guarantee provided by the company. If any abnormality is found, it shall be reported to the board of directors and Shenzhen Stock Exchange in time and announced.
Article 29 the company provides guarantees for its holding subsidiaries and joint-stock companies. In principle, other shareholders of the holding subsidiaries and joint-stock companies shall provide the same guarantee or counter guarantee and other risk control measures according to the proportion of capital contribution. If the relevant shareholders fail to provide the same proportion of guarantee or counter guarantee and other risk control measures to the company’s holding subsidiaries or joint-stock companies according to the proportion of capital contribution, the board of directors of the company shall disclose the main reasons, and fully explain whether the guarantee risk is controllable and whether it damages the interests of the listed company on the basis of analyzing the operation and solvency of the guarantee object.
Article 30 the company provides guarantees for its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees for the two types of subsidiaries with asset liability ratio of more than 70% and asset liability ratio of less than 70% in the next 12 months, And submit it to the general meeting of shareholders for deliberation.
When the aforesaid guarantee matters actually occur, the company shall disclose them in time, and the guarantee balance at any time point shall not exceed the guarantee amount deliberated and approved by the general meeting of shareholders.
Article 31 for the guarantee matters that should be submitted to the general meeting of shareholders for deliberation, when judging whether the asset liability ratio of the guaranteed exceeds 70%, it shall be based on the guaranteed
