Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
External guarantee management system
(February 2022)
Chapter I General Provisions
Article 1 in order to standardize the corporate governance structure of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company”), ensure that the company makes decisions scientifically, safely and efficiently, clarify the responsibilities of the general meeting of shareholders, the board of directors and other organizations in the decision-making of the company’s external guarantee, and control financial and operational risks, According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the notice on regulating the external guarantee behavior of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as “Listing Rules”) and other laws, regulations and rules This system is formulated in accordance with the relevant provisions of normative documents and the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 this system is applicable to the company and its holding subsidiaries. Article 3 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Chapter II examination and approval authority of external guarantee
Article 4 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) 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;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) guarantee provided to shareholders, actual controllers and their related parties of the company.
(VII) other external guarantee matters required to be deliberated and approved by the general meeting of shareholders in accordance with laws, regulations, provisions of the stock exchange and the articles of association.
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 belongs to items 1 to 4 of paragraph 2 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Article 5 except for the external guarantee matters that must be deliberated and approved by the general meeting of shareholders in accordance with Article 4, other external guarantee matters shall be deliberated and approved by the board of directors.
Chapter III investigation of guarantee applicants
Article 6 the guarantee applicant shall provide the company with the following materials:
(I) application for guarantee;
(II) basic information of the enterprise;
(III) audit reports and current financial statements for the last three years;
(IV) main contract and data related to the main contract;
(V) the purpose and expected economic effect of the bank loan guaranteed in this item;
(VI) analysis on the repayment ability of bank loans guaranteed by this item;
(VII) there is no commitment to potential and ongoing major litigation, arbitration or administrative punishment;
(VIII) counter guarantee scheme and proof that the counter guarantee provider has actual bearing capacity;
(IX) other relevant information deemed necessary by the company.
Article 7 before the company decides to provide guarantee, the Finance Department of the company shall investigate and verify the operation status, financial status, project status, credit status and industry prospect of the guarantee applicant according to the information provided by the guarantee applicant, and fully analyze the interests and risks of the external guarantee, including but not limited to:
(I) it is an enterprise legal person established and effectively existing according to law, and there is no need to terminate;
(II) good operating and financial conditions, with stable cash flow or good development prospects;
(III) have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability;
(IV) the financial information provided is true, complete and effective;
(V) there are no other foreseeable legal risks.
Article 8 the company shall not provide guarantee for the guarantee applicant under any of the following circumstances:
(I) the guarantee applicant provides false information and has the intention of defrauding the company’s guarantee;
(II) the company has provided guarantee for it for the last time, resulting in overdue repayment of debts, arrears of interest, etc;
(III) deterioration of business conditions and bad reputation;
(IV) the company believes that the guarantee may damage the interests of the company.
Article 9 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 on the basis of analyzing the operation and solvency of the guarantee object
Specify whether the guarantee risk is controllable and whether it damages the interests of the company.
Chapter IV procedures for examination and approval of external guarantees
Article 10 after organizing relevant departments to review the guarantee matters, the Finance Department of the company shall form a written report and submit it to the general manager of the company for review, and submit it to the general meeting of shareholders and the board of directors for deliberation and approval in accordance with Articles 4 and 5.
Article 11 when the board of directors deliberates the external guarantee, it shall not only be approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors present at the board of directors.
When the board of directors makes a resolution on the guarantee, the directors who have an interest in the guarantee shall withdraw from voting.
Article 12 If the external guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets, it shall be approved by a special resolution of the general meeting of shareholders.
When the general meeting of shareholders deliberates the guarantee proposal provided 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.
Chapter V Administration of external guarantee
Article 13 a written contract shall be concluded for the external guarantee matters deliberated and approved by the general meeting of shareholders or the board of directors, and the contract shall comply with the provisions of relevant laws, regulations, rules and normative documents.
Article 14 the directors, senior managers and other personnel of the company shall be liable for compensation if they sign external guarantee contracts without authorization according to the prescribed procedures and cause damage to the company.
Article 15 the Finance Department of the company shall assign a special person (hereinafter referred to as the “responsible person”) to continuously pay attention to the production and operation, changes in assets and liabilities, external guarantees and other liabilities of the guaranteed, as well as merger, division, change of legal representative and change of foreign business reputation, and establish relevant financial files,
Report to the general manager regularly and actively prevent risks.
Article 16 the responsible person shall timely monitor the performance of relevant obligations of the guaranteed, pay attention to the limitation period of external guarantee, make detailed statistics on all external guarantees of the company and update them in time, and regularly report the implementation of external guarantee of the company to the board of directors.
Article 17 after the debts guaranteed by the company are due, the responsible person shall actively urge the guaranteed person to fulfill the repayment obligation within a limited time. If the guaranteed fails to perform its debt repayment obligations on time, the company shall take necessary remedial measures in time.
Article 18 when the guaranteed party actually repays the debts guaranteed by the company, it shall fax relevant payment vouchers to the responsible person to confirm the release of the company’s external guarantee liability.
Article 19 when the guaranteed party shows signs that it cannot repay the debts guaranteed by the company in time, the company shall organize relevant departments to analyze its business situation, put forward corresponding treatment measures for possible risks, and report to the board of directors.
Article 20 for the guarantee of continuous creditor’s rights for which the guarantee period is not agreed, if the responsible person finds that there is a great risk in continuing to provide the guarantee, he shall timely notify the creditor in writing to terminate the guarantee contract when he finds the risk or potential risk.
Article 21 after the company performs the guarantee obligation to the creditor, it shall take effective measures to recover from the debtor and disclose the recovery in time.
Article 22 after the people’s court accepts the debtor’s bankruptcy case, if the creditor fails to declare his creditor’s rights, the person in charge shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance.
Article 23 If the debt guaranteed by the company needs to be extended after maturity and the company needs to continue to provide guarantee, it shall be used as a new external guarantee and re perform the examination and approval procedures for external guarantee.
Chapter VI Information Disclosure
Article 24 the company shall strictly comply with the relevant provisions of the measures for the administration of information disclosure of listed companies, the listing rules and other laws, regulations, rules, normative documents and the articles of association of the CSRC,
Earnestly fulfill the obligation of information disclosure on external guarantees.
Article 25 for the disclosed external guarantee matters, the responsible person shall timely inform the Secretary of the board of directors in case of the following circumstances, so that the company can perform the obligation of information disclosure in time:
(I) the guaranteed fails to perform the repayment obligation within 15 working days after the maturity of the debt; (II) bankruptcy, liquidation and other situations seriously affecting the repayment ability of the guaranteed. Chapter VII supplementary provisions
Article 26 unless otherwise specified, the terms used in this system have the same meanings as those in the articles of association.
Article 27 in case of any matters not covered in this system or any conflict between this system and the provisions of relevant laws, regulations, rules, normative documents and the articles of association, the provisions of relevant laws, regulations, rules, normative documents and the articles of association shall prevail.
Article 28 the system shall come into force and be implemented from the date of deliberation and approval by the board of directors of the company. Article 29 the system shall be interpreted and revised by the board of directors of the company.
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. February 2002
