Henan Liliang Diamond Co.Ltd(301071)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company”), effectively control risks and protect the legitimate rights and interests of shareholders and other stakeholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the Listing Rules) Relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies, notice on regulating external guarantees of listed companies (Zheng Jian Fa [2005] No. 120) This system is formulated in accordance with the business rules of the stock exchange and the provisions of Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
Article 2 the term “external guarantee” as mentioned in this system refers to the guarantee provided by the company for others, including the guarantee of the company to its holding subsidiaries. The total amount of external guarantee of the company and its holding subsidiaries refers to the sum of the total amount of external guarantee of the company, including the guarantee of the company to the holding subsidiaries, and the total amount of external guarantee of the holding subsidiaries of the company.
Article 3 this system is applicable to the company and its holding subsidiaries.
If the holding subsidiary of the company provides guarantee for the legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the holding subsidiary performs the review procedures.
Where a holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions of this system.
Article 4 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 of external guarantee objects
Article 5 the board of directors of the company shall fully investigate the operation and credit status of the guaranteed party before considering the external guarantee proposal, carefully consider and analyze the financial status, operation status, industry prospect and credit status of the guaranteed party, and make a decision prudently according to law. The company may, when necessary, hire an external professional institution to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 6 when the board of Directors considers the provision of guarantee, the directors shall actively understand the basic information of the guaranteed party, such as operation and financial status, credit status, tax payment, etc. The directors shall make a prudent judgment on the compliance and rationality of the guarantee, the ability of the guaranteed party to repay the debt, whether the counter guarantee measures are effective and whether the guarantee risk is controllable. When the board of directors deliberates the guarantee proposal for the company’s holding company and joint-stock company, the directors shall focus on whether the holding subsidiary and other shareholders of the joint-stock company provide the same proportion of guarantee or counter guarantee and other risk control measures according to the equity ratio, whether the guarantee risk is controllable and whether it damages the interests of the company.
Article 7 the guaranteed party (referring to the debtor of the main contract, the same below) shall generally provide the company with the following materials: (I) basic information of the enterprise, analysis report of business situation, relevant materials reflecting the relationship with the company and other relationships, etc;
(II) the latest audit report and current financial statements;
(III) main contract and data related to the main contract;
(IV) the purpose and expected economic effect of the bank loan guaranteed in this item;
(V) analysis on the repayment ability of bank loans guaranteed by this item;
(VI) description that there is no major litigation, arbitration or administrative punishment;
(VII) counter guarantee scheme and proof that the counter guarantee provider has actual bearing capacity;
(VIII) other relevant information deemed necessary by the company.
Chapter III Procedures for examination and approval of external guarantees
Article 8 the external guarantee of the company must be examined and approved by the board of directors or the general meeting of shareholders. The external guarantee that should be examined and approved by the general meeting of shareholders must be examined and approved by the board of directors before it can be submitted to the general meeting of shareholders for examination and approval.
Article 9 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
(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 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 total amount of guarantee within 12 consecutive months exceeds 30% of the company’s latest audited total assets; (VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees required by laws, administrative regulations, CSRC, stock exchange or the articles of association to be deliberated and approved by the general meeting of shareholders.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
If 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 (I) to (IV) of paragraph 1, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Article 10 except for the external guarantee that must be submitted to the general meeting of shareholders for deliberation and approval as stipulated in the articles of association and this system, other external guarantee matters shall be deliberated and approved by the board of directors of the company.
Article 11 when the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors.
If it involves providing guarantee for related parties, it shall be approved by more than two-thirds of non related directors. If the number of unrelated directors attending the board of directors is less than three, the matter shall be submitted to the general meeting of shareholders of the company for deliberation.
Article 12 the controlling shareholders and actual controllers shall maintain the company’s independent decision-making in providing guarantees, support and cooperate with the company to perform the internal decision-making procedures and information disclosure obligations of external guarantees in accordance with laws and regulations, and shall not force, instigate or require the company and relevant personnel to provide guarantees in violation of regulations. If the controlling shareholder or actual controller forces, instructs or requires the company to engage in illegal guarantee acts, the company and its directors, supervisors and senior managers shall refuse, and shall not assist, cooperate or acquiesce.
Article 13 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 company on the basis of analyzing the operation and solvency of the guarantee object.
Article 14 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 an asset liability ratio of more than 70% and an 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 15 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%, the data in the latest audited financial statements or the latest financial statements of the guaranteed shall prevail. If the scope of the consolidated statements is changed due to transactions or related party transactions, if the original guarantee forms a guarantee for related parties after the completion of the transaction, the company shall timely perform the corresponding review procedures and disclosure obligations for the relevant related party guarantees. If the board of directors or the general meeting of shareholders fails to consider and approve the above-mentioned related party guarantees, all parties to the transaction shall take effective measures such as early termination of guarantees or cancellation of related transactions or related transactions to avoid the formation of illegal related party guarantees.
Article 16 if the holding subsidiary of the company provides guarantee for the legal person or other organization within the scope of the company’s consolidated statements, the company shall disclose it in time after the holding subsidiary performs the deliberation procedures. Where a holding subsidiary of the company provides a guarantee for an entity other than the entity specified in the preceding paragraph, it shall be deemed that the company provides a guarantee and shall comply with the relevant provisions of this section.
Article 17 the counter guarantee provided by the company and its holding subsidiaries shall be implemented in accordance with the relevant provisions of the guarantee, and the corresponding deliberation procedures and information disclosure obligations shall be performed based on the amount of the counter guarantee provided by the company and its holding subsidiaries, except for the counter guarantee provided by the company and its holding subsidiaries for the guarantee based on its own debts.
Article 18 in the process of contract management, if the company finds any abnormal guarantee contract that has not been deliberated and approved by the board of directors or the general meeting of shareholders, it shall report to the board of directors and the board of supervisors in time.
Article 19 when the board of directors deliberates on external guarantees (except for providing guarantees to subsidiaries within the scope of merger), the independent directors of the company shall express independent opinions, and if necessary, can hire an accounting firm to verify the current and cumulative external guarantees of the company. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time. The person legally authorized by the company shall sign the guarantee contract on behalf of the company in accordance with the resolution of the board of directors or the general meeting of shareholders of the company. The authorized person shall not sign the guarantee contract beyond his authority or sign or seal as a guarantor in the main contract.
Article 20 if the debt guaranteed by the company needs to be extended after maturity and it is necessary to continue to provide guarantee, it shall be regarded as a new external guarantee and re perform the guarantee approval procedures and information disclosure obligations.
Chapter IV administration of external guarantee
Article 21 after receiving the guarantee application submitted by the guarantee applicant, the company shall strictly review and evaluate the relevant conditions of the guaranteed party, and submit relevant materials to the board of directors or the general meeting of shareholders for deliberation.
Article 22 where it is required by laws and regulations to go through guarantee registration, the company shall go through guarantee registration with the relevant registration authority.
Article 23 for external guarantee, the company must require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity.
Article 24 when accepting counter guarantee mortgage and counter guarantee pledge, the company shall improve relevant legal procedures, especially the mortgage or pledge registration procedures that need to be handled in time.
Article 25 for external guarantee, the company must conclude a written guarantee contract and counter guarantee contract. Guarantee contracts and counter guarantee contracts shall comply with the requirements of relevant laws and regulations.
Article 26 The Finance Department of 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.
Article XXVII the audit department shall pay attention to the changes of the company’s legal production capacity, the guarantor’s financial liability and other relevant financial information in the latest period, and regularly collect and analyze the guarantor’s financial status, the guarantor’s financial solvency and other relevant information in the latest period, Report to the board of directors regularly.
In case of serious deterioration of the guaranteed party’s business condition, overdue debts, insolvency, bankruptcy, liquidation or other situations that seriously affect the repayment ability, it shall report to the board of directors in time. The board of directors shall take effective measures in time to minimize the loss.
Article 28 after the debts guaranteed to others are due, the company shall urge the guaranteed party to fulfill its debt repayment obligations within a limited time. If the guaranteed party fails to perform its obligations on time, the company shall take necessary remedial measures in time.
Article 29 Where the company needs to provide guarantee and new information for the performance of its obligations, it shall continue to provide guarantee after the expiration of the guarantee.
Article 30 the company shall clarify the approval authority for the use of the seal related to the guarantee matters, and register the use of the seal related to the guarantee matters.
Article 31 the controlling shareholders, actual controllers and their affiliates shall not require the company to provide guarantees in violation of laws and regulations.
Article 32 the controlling shareholder and the actual controller shall clearly promise that if the controlling shareholder, the actual controller and their affiliates require the company to provide guarantees in violation of laws and regulations, they will not transfer the shares of the company they hold and control until all the illegal guarantees are released, except that the funds from the transfer of the shares of the company they hold and control are used to release the illegal guarantees.
Article 33 the board of directors of the company shall establish a regular verification system to verify the company’s guarantee behavior. In case of any illegal guarantee behavior of the company, it shall be disclosed in time. The board of directors shall take reasonable and effective measures to remove or correct the illegal guarantee behavior, reduce the losses of the company, safeguard the interests of the company and minority shareholders, and investigate the responsibilities of relevant personnel.
If the company assumes the guarantee liability due to the failure of the controlling shareholder, actual controller and their affiliates to repay the debt in time, the board of directors of the company shall take protective measures such as recovery, litigation, property preservation and ordering to provide guarantee in time to avoid or reduce losses, and investigate the responsibilities of relevant personnel.
Chapter V Information Disclosure of external guarantee
Article 34 the company shall, in accordance with the relevant business rules of the stock exchange, earnestly perform the obligation of information disclosure of external guarantees, and shall truthfully provide all the external guarantees of the company to the certified public accountants in accordance with the provisions.
Article 35 any department and responsible person involved in the company’s external guarantee shall be responsible for timely reporting the external guarantee to the Secretary of the board of directors of the company and providing the documents required for information disclosure. The Secretary of the board of directors shall analyze and judge the above situation. If it is necessary to perform the obligation of information disclosure according to the regulations, the Secretary of the board of directors shall timely report to the board of directors, request the board of directors to perform corresponding procedures and timely disclose in accordance with the relevant business rules of the stock exchange.
Article 36 If the directors, supervisors and senior managers learn that the controlling shareholders, actual controllers and their affiliates of the company require the company to provide guarantees in violation of laws and regulations, they shall timely report to the board of directors or the board of supervisors of the company, and urge the company to perform the obligation of information disclosure in accordance with relevant regulations.
Article 37 independent directors, sponsors or independent financial advisers of the company (if applicable)
