Shanghai Nar Industrial Co.Ltd(002825)
External guarantee management system
Chapter I General Provisions
Article 1 this system is formulated to standardize the management of Shanghai Nar Industrial Co.Ltd(002825) (hereinafter referred to as the company) external guarantee, protect the safety of the company’s property, strengthen bank credit management and guarantee management, and reduce business risks.
Article 2 this system is formulated on the basis of the company law of the people’s Republic of China, the guarantee law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the notice on issues related to the guarantee provided by listed companies for others by CSRC Normative documents such as the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the Shanghai Nar Industrial Co.Ltd(002825) articles of association.
Article 3 all directors and senior managers of the company shall prudently treat and strictly control the debt risk arising from external guarantee.
Article 4 the directors and supervisors dispatched by the company shall refer to the provisions of these management measures for the external guarantee of the company’s subsidiaries.
Article 5 interpretation:
1. The external guarantee mentioned in this system refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries; The forms of guarantee include guarantee, mortgage and pledge.
2. The term “single” as mentioned in this system refers to the amount of a single guaranteed asset or the accumulated guaranteed amount of a company. 3. The subordinate subsidiaries referred to in this system refer to the holding subsidiaries of which the company has actual control.
Chapter II principles of guarantee management
Article 6 the company’s external guarantee shall follow the principles of equality, voluntariness, fairness, good faith and mutual benefit. The company has the right to refuse any act of forcing it to provide guarantee for others.
Article 7 the external guarantee of the company shall be uniformly managed by the headquarters of the company, and subordinate departments and institutions shall not provide external guarantee.
Article 8 any guarantee made by the company shall be approved or authorized by the general meeting of shareholders or the board of directors in accordance with procedures.
Article 9 the total amount of external guarantee of the company shall not exceed 70% of the net assets or 50% of the total assets in the audited consolidated accounting statements of the latest accounting year; The single guarantee shall not exceed 20% of the net assets in the audited consolidated accounting statements of the latest accounting year. The total amount of external guarantee of the company is the sum of the following items:
1. The external guarantee amount of the company as a legal entity;
2. The external guarantee amount of each subsidiary and other legal entity multiplied by the shareholding ratio of the company.
Chapter III Procedures for performance of guarantee
Section 1 conditions of guarantee
Article 10 when providing external guarantee, the company shall strictly examine the operation status and corresponding solvency of the guaranteed object.
Article 11 if the company really needs to provide guarantee for other companies due to specific circumstances, it shall strictly implement the provisions of relevant systems, obtain the approval of the board of directors or the general meeting of shareholders according to corresponding procedures, and take necessary preventive measures such as counter guarantee.
Section II investigation of the guaranteed object
Article 12 before deciding to guarantee, the company shall master the credit status of the guaranteed object and fully analyze the interests and risks of the guarantee, including but not limited to:
1. It is an enterprise legal person established and effectively existing according to law, and there is no need to terminate;
2. Good operating and financial conditions, with stable cash flow or good development prospects; 3. Where a guarantee has been provided, there shall be no case where the creditor requires the company to bear joint and several guarantee liability; 4. Have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability;
5. The financial information provided is true, complete and effective;
6. The company has control over it;
7. There are no other legal risks.
Article 13 the guarantee applicant shall provide the company with the following information:
1. Business license, articles of association and business analysis report of the enterprise;
2. The latest audit report and current financial statements;
3. Main contract and data related to the main contract;
4. The purpose and expected economic effect of the bank loan guaranteed by this item;
5. Analysis on the repayment ability of bank loans guaranteed by this item;
6. Description of no major litigation, arbitration or administrative punishment;
7. Counter guarantee scheme and proof that the counter guarantee provider has actual bearing capacity;
8. Other relevant information deemed necessary by the company.
Article 14 the company’s directors, general managers, other managers, and the departments and personnel specifically handling the guarantee matters (hereinafter referred to as the responsible person) shall conduct an investigation according to the above information provided by the guaranteed object to determine whether the information is true.
Article 15 the responsible person has the obligation to ensure the authenticity of the main contract and prevent both parties of the main contract from maliciously colluding or taking other fraudulent means to defraud the company’s guarantee.
Article 16 the Department in charge of handling guarantee matters shall investigate the solvency, operation status and reputation of the guaranteed object through the deposit bank, business contact unit and other aspects.
Section III approval of guarantee
Article 17 the following external guarantees of the company shall be approved by the general meeting of shareholders:
1. The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
2. 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;
3. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
4. Any guarantee provided after the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
5. The guarantee provided after the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 30 million yuan within 12 consecutive months;
6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Other external guarantees required by laws, regulations, normative legal documents or the articles of association to be approved by 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.
External guarantees other than the above guarantees shall be considered and approved by more than 2 / 3 of all members of the board of directors. Article 18 the company shall organize relevant departments to review the guarantee matters before reporting to the general manager, the general manager’s office meeting, the board of directors and the general meeting of shareholders for approval level by level according to its corresponding approval authority and procedures. Without approval or authorization, no one shall sign the guarantee contract beyond his authority, nor sign or seal as a guarantor in the main contract.
Article 19 when the general meeting of shareholders or the board of directors makes a resolution on the guarantee, the shareholders or directors who have an interest in the guarantee shall withdraw from voting.
Article 20 the guarantee provided by the holding subsidiary of the company shall be approved by the board of directors or the board of shareholders of the holding subsidiary in accordance with the articles of association of the holding subsidiary. The directors or shareholders’ representatives appointed by the company shall consult the relevant functional departments of the company before giving opinions on their relevant guarantee matters at the meetings of the board of directors and shareholders of the subordinate holding subsidiaries.
Section 4 examination and conclusion of guarantee contract
Article 21 a written guarantee contract must be concluded for a guarantee. The guarantee contract must comply with relevant laws and regulations, and the matters agreed in the guarantee contract shall be clear.
Article 22 when a guarantee contract is concluded, the responsible person must carefully examine the relevant contents of the guarantee contract. For mandatory clauses or clauses that are obviously detrimental to the interests of the company and clauses that may have unpredictable risks, the other party shall be required to modify or refuse to provide guarantee.
Article 23 the chairman or authorized person of the company shall sign the guarantee contract on behalf of the company according to the resolution of the board of directors or the general meeting of shareholders. Without the resolution of the general meeting of shareholders or the board of directors, the directors, the general manager and the branches of the company shall not sign the guarantee contract on behalf of the company without authorization, nor sign or seal in the main contract as a guarantor.
During the guarantee period, if it is necessary to modify the guarantee scope, responsibility and term of the guarantee contract due to changes in the terms of the main contract between the guaranteed and the creditor, the relevant responsible person shall report for approval according to the approval authority of re signing the guarantee contract, and the personnel in charge of legal affairs of the company shall review the changes. If a guarantee contract is re concluded after approval, the original contract shall be null and void.
Where it is required by law to go through guarantee registration, it must go through guarantee registration with the relevant registration authority.
Chapter IV guarantee risk management
Article 24 the company shall 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, so as to actively prevent risks.
Article 25 the company shall require the guaranteed to report regularly to the Finance Department of the headquarters of the company on the acquisition and use of the loan, the amount of the loan to be repaid and the actual repayment of the loan.
Article 26 The Finance Department of the headquarters of the company shall assign special personnel to timely monitor the performance of the guaranteed party’s relevant obligations, and pay attention to the limitation period of the guarantee. The assigned person shall make detailed statistics on all guarantees of the company and update them in time. The Finance Department of the company’s headquarters shall regularly report the implementation of the company’s guarantee to the general manager of the company.
Article 27 after the debts guaranteed by the company are due, the responsible person shall actively urge the guaranteed person to fulfill the repayment obligation within 15 working days.
Article 28 when the guaranteed shows signs that it cannot repay the loan in time, the company shall organize relevant departments to analyze its business conditions, put forward corresponding treatment measures for possible risks, and report to the board of directors.
Article 29 the counter guarantee provided by the guaranteed must be greater than the amount guaranteed by the company. The company shall refuse to provide a guarantee if the property of the guaranteed party that has set a counter guarantee is prohibited from circulation or non transferable by laws and regulations.
Article 30 in the process of capital operation such as acquisition and foreign investment, the company shall carefully review the external guarantee of the proposed acquirer or investor as an important basis for relevant decision-making departments to make acquisition and investment decisions.
Article 31 the company shall no longer be liable for the change of the main contract between the creditor and the debtor without the written consent of the company. Where there are other provisions in the guarantee contract, such provisions shall prevail.
Article 32 during the guarantee period, if the guaranteed transfers the debt with the creditor without the written consent of the company, the company will no longer bear the guarantee liability.
Article 33 when the company is the general guarantor, it shall not assume the guarantee liability to the debtor before the main contract dispute has not been tried or arbitrated, and the debtor’s property is enforced according to law, but it is still unable to perform its debts. Article 34 Where there are two or more guarantors in a suretyship contract and the company has agreed with the creditor to bear the suretyship liability in proportion to its share, the company shall refuse to bear additional suretyship liability in excess of its share.
Article 35 after performing the guarantee obligation to the creditors, the company shall take effective measures to recover from the debtors.
Chapter V Information Disclosure of guarantee
Article 36 the company shall conscientiously perform the obligation of information disclosure of guarantee in accordance with the provisions of relevant laws and regulations.
Article 37 The Finance Department of the headquarters of the company shall truthfully provide all external guarantees of the company to the certified public accountant in charge of the annual audit of the company in accordance with the provisions.
Article 38 when it is found that the guaranteed has not fulfilled the repayment obligation within 15 working days after the maturity of the debt, or the guaranteed has gone bankrupt, liquidated, or the creditor claims that the guarantor performs the guarantee obligation, the company shall timely understand the debt repayment of the guaranteed and disclose relevant information in a timely manner.
Article 39 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 relevant provisions, and express independent opinions.
Chapter VI responsibility of responsible person
Article 40 all directors of the company shall carefully treat and strictly control the risks arising from external guarantee. If a director is personally responsible for the loss caused by illegal or improper external guarantee, he shall bear the corresponding responsibility according to law. Article 41 If the directors, general manager and other management personnel of the company sign the guarantee contract without authorization according to the prescribed procedures, causing damage to the company, the company shall investigate the responsibilities of the parties concerned.
Article 42 if the relevant responsible person violates the law and the regulations of this system, makes guarantee without risk or neglects to exercise his duties, resulting in losses to the company, he shall be liable for compensation and be fined or punished according to the seriousness of the circumstances. If the responsible person violates the provisions of the criminal law, the company shall transfer it to the judicial organ for criminal responsibility according to law.
Chapter VII supplementary provisions
Article 43 matters not covered in this system shall be implemented in accordance with the company law and other relevant laws and administrative regulations as well as the provisions of the articles of association. In case of any conflict between this system and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, it shall be implemented in accordance with the relevant laws and regulations of the state and the articles of association, and shall be revised immediately
Article 44 the system shall be formulated by the board of directors and shall come into force on the date when it is submitted to the general meeting of shareholders for deliberation and approval, and the same shall apply when it is revised.
Article 45 the power of interpretation of this system belongs to the board of directors.
Shanghai Nar Industrial Co.Ltd(002825) February 22, 2022
