Measures for the administration of external guarantees
Chapter I General Provisions
Article 1 in order to safeguard the interests of Beijing Haitian Ruisheng Science Technology Ltd(688787) (hereinafter referred to as “the company”) and investors, standardize the external guarantee behavior of the company, control the operation risk of the company’s assets and promote the healthy and stable development of the company, according to the company law of the people’s Republic of China, the guarantee law of the people’s Republic of China and other relevant laws These measures are hereby formulated in accordance with the provisions of laws and regulations and the Beijing Haitian Ruisheng Science Technology Ltd(688787) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 These measures are applicable to the company’s acts of providing the following guarantees for others: the guaranteed enterprise applies to the company for providing guarantees for financial institutions for loans, bill discounting, financial leasing and other reasons, including the company’s guarantee for its holding subsidiaries.
Article 3 the purpose of the company to formulate these measures is to strengthen the internal control of the company, improve the pre evaluation, in-process monitoring, post recovery and disposal mechanism of the company’s guarantee matters, prevent the potential debt repayment risk caused to the company due to the deterioration of the guarantor’s financial situation as far as possible, and reasonably avoid and reduce the possible losses. The internal control of the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the risks.
Article 4 after the company is listed, it shall disclose relevant information in accordance with the securities law of the people’s Republic of China, the stock listing rules of the stock exchange where the shares are listed and the relevant provisions of the CSRC. Chapter II Basic Principles of external guarantee
Article 5 in principle, the company shall not provide guarantee to any third party other than the holding subsidiary of the company. However, after the examination and approval of the competent authority of the company as stipulated in these measures, the company may provide guarantee for the qualified third party to provide loans, bill discounting, financial leasing and other financing matters to financial institutions.
Article 6 the guarantee provided by the company must be examined and approved by the board of directors or the general meeting of shareholders in accordance with legal procedures. Without the resolution of the general meeting of shareholders or the board of directors, directors, general managers and other senior managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization.
Article 7 for external guarantee, the company shall require the guaranteed party to provide counter guarantee in the form of pledge or mortgage to the company, or a third party recommended by the guaranteed party and approved by the company to provide counter guarantee to the company in the form of guarantee, and the provider of counter guarantee shall have actual guarantee ability and the counter guarantee shall be enforceable.
Article 8 the company shall truthfully provide all external guarantees of the company to the audit institution auditing the company in accordance with the provisions.
Article 9 in the annual report, the independent directors of the company shall make special explanations on the company’s accumulated and current external guarantees and the implementation of these measures, and express independent opinions.
Independent directors and recommendation institutions (if applicable) shall express independent opinions on their legality and compliance, impact on the company and existing risks when the board of Directors considers external guarantees (except for providing guarantees to subsidiaries within the scope of merger), and may hire an accounting firm to check the company’s accumulated and current external guarantees when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 10 all directors and senior managers of the company shall prudently treat and strictly control the debt risk arising from the external guarantee, and bear joint and several liability for the losses arising from the illegal or improper external guarantee according to law. Chapter III Procedures for providing external guarantees
Article 11 the functional departments of the company responsible for external guarantee matters include: finance department and audit department. Article 12 after receiving the guarantee application from the guaranteed enterprise, the company begins to evaluate the credit status of the guaranteed enterprise. The company shall obtain the following information from the guaranteed enterprise: including the audited balance sheet, profit and loss statement and cash flow statement of the guaranteed party in recent three years, the financial forecast of the next year, the detailed statement of loan repayment (including interest payment) and relevant contracts, the profile of the company’s senior management, bank credit, detailed statement of external guarantee and detailed statement of asset mortgage / pledge, Relevant contracts and feasibility analysis reports of investment projects.
Article 13 after receiving the application and investigation materials of the guaranteed enterprise, the Finance Department of the company shall fully analyze the operation and credit status of the guaranteed enterprise, the interests and risks of the guarantee, and conduct on-site investigation on the production and operation status, financial status, industry prospect, credit status, progress of investment projects and personnel of the guaranteed enterprise, Evaluate the profitability, solvency and growth ability of the guaranteed enterprise through various assessment indicators.
Article 14 according to the credit evaluation results of the guaranteed enterprise, the finance department shall put forward suggestions on whether to provide guarantee and counter guarantee, the specific methods and guarantee amount, and report them to the general manager, who shall report them to the board of directors.
Article 15 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by the stock exchange where the company is listed or the articles of association.
In addition to the external guarantee acts specified in the preceding paragraph, other external guarantee acts of the company shall be deliberated and approved by the board of directors.
If the debt guaranteed by the company needs to be extended after maturity and needs to continue to be guaranteed by it, it shall be used as a new external guarantee, re perform the guarantee approval procedures, and the company shall also perform the obligation of information disclosure after listing.
Article 16 the external guarantee to be examined and approved by the board of directors shall not only be approved by more than half of all directors, but also be reviewed and approved by more than two-thirds of the directors attending the meeting of the board of directors; If the guarantee matters are related party transactions, they shall be implemented in accordance with the procedures of the board of directors for considering related party transactions.
Article 17 the external guarantee matters to be examined and approved by the general meeting of shareholders must be approved by more than half of the effective voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders deliberates on the guarantee provided to shareholders, actual controllers and their related parties, the shareholders with related relationship shall not participate in the voting on the guarantee. The voting shall be adopted by more than half of the effective voting rights held by other unrelated shareholders attending the general meeting of shareholders.
The review of the company’s guarantee matters with the guarantee amount exceeding 30% of the company’s latest audited total assets within 12 consecutive months shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders. Article 18 after the general meeting of shareholders or the board of directors of the company makes a guarantee decision, the audit department shall review the legal documents related to the main creditor’s right contract, guarantee contract and counter guarantee contract, and the finance department shall be responsible for signing a written guarantee contract with the main creditor and a written counter guarantee contract with the counter guarantee provider.
The nineteenth company’s financial department shall transmit the guarantee contract and the counter guarantee contract to the audit department for simultaneous interpreting within two working days from the date of the signing of the guarantee contract and the counter guarantee contract.
Chapter IV guarantee risk control
Article 20 in the process of providing guarantee, the company shall follow the principle of risk control, and strictly control the guarantee liability limit of the guaranteed enterprise while assessing the risk of the guaranteed enterprise.
Article 21 the company shall strengthen the management of guarantee contracts. The company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, and regularly check with banks and other relevant institutions to ensure that the archived materials are complete, accurate and effective, and pay attention to the timeliness and duration of the guarantee.
In the process of contract management, if the company finds any abnormal guarantee contract that has not been approved by the deliberation procedures of the board of directors or the general meeting of shareholders, it shall timely report to the board of directors and the board of supervisors, and make an announcement at the same time after the company is listed.
Article 22 the company shall require the guaranteed enterprise to provide effective assets, including fixed assets, equipment, machinery, real estate, personal property of the legal representative, etc. for mortgage or pledge, and effectively implement counter guarantee measures. Article 23 one month before the debt of the guaranteed enterprise is due, the finance department shall issue a notice urging the guaranteed enterprise to repay. After the debts guaranteed to others are due, the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time.
Article 24 the company shall assign special personnel to continuously pay attention to the situation of the guaranteed, collect the latest financial information and audit report of the guaranteed, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantee, division and merger, change of legal representative, etc., establish relevant financial files and report to the board of directors regularly.
If it is found that the business condition of the guaranteed is seriously deteriorated or major events such as dissolution and division of the company occur, the relevant responsible person shall report to the board of directors in time. The board of directors shall take effective measures to minimize the loss.
Article 25 If the guaranteed fails to fulfill the repayment obligation on time, the company shall implement counter guarantee measures by the finance department and the audit department within 10 working days after the debt is due. During the guarantee period, in case of institutional change, cancellation, bankruptcy and liquidation of the guaranteed, the company shall exercise the right of debt recovery in accordance with relevant laws and regulations.
Article 26 the finance department shall, within five working days after the commencement of debt recovery procedures and two working days after the completion of debt recovery, transmit the recovery to the audit department for filing.
Article 27 after the company is listed, when the guaranteed fails to fulfill the repayment obligation within 15 trading days after the maturity of the debt, or the guaranteed goes bankrupt, liquidates or other situations that seriously affect its repayment ability, the company shall disclose relevant information in time.
Chapter V supplementary provisions
Article 28 these Measures shall be formulated by the board of directors and shall come into force after being submitted to the general meeting of shareholders for approval, and the same shall apply to the amendment.
Article 29 the external guarantee of the company’s holding subsidiaries shall be implemented by reference to these measures.
Article 30 the board of directors of the company shall be responsible for the interpretation of these measures.
Article 31 matters not covered in these Measures shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these measures and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the measures shall be revised immediately and submitted to the general meeting of shareholders for deliberation and approval.
Beijing Haitian Ruisheng Science Technology Ltd(688787) February 9, 2022
