Guocheng Mining Co.Ltd(000688)
External guarantee management system
Chapter I General Provisions
Article 1 in order to strengthen and standardize the external guarantee management of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as "the company"), effectively prevent the external guarantee risk of the company 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 and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") This system is formulated in accordance with the civil code of the people's Republic of China (hereinafter referred to as the "Civil Code"), the notice on regulating the external guarantee behavior of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents of the CSRC, as well as the provisions of the Guocheng Mining Co.Ltd(000688) articles of Association (hereinafter referred to as the "articles of association").
Article 2 this system is applicable to the external guarantee of the company and its holding subsidiaries. Holding subsidiaries refer to subsidiaries included in the scope of the company's consolidated statements, including wholly-owned subsidiaries invested and established by the company, subsidiaries with an equity ratio of more than 50% and subsidiaries with actual control power although the equity ratio of the company is less than 50%. If the company's joint-stock enterprise is involved in external guarantee, the company's dispatched directors shall obtain the company's authorization before voting.
Article 3 the term "external guarantee" as mentioned in this system refers to the guarantee, mortgage, pledge and other forms of guarantee provided by the company and its holding subsidiaries for the debts of third parties. The types of guaranteed debts include but are not limited to bank credit lines, bank loans, opening letters of credit, bank acceptance bills and bank guarantees. This system is applicable to the guarantee behavior of the company to the holding subsidiary, the holding subsidiary to the company and each holding subsidiary.
Article 4 the external guarantee of the company must be approved by the board of directors or the general meeting of shareholders. Without the approval of the board of directors or the general meeting of shareholders, the company and its holding subsidiaries shall not provide external guarantees or mutual guarantees.
Article 5 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 6 the Finance Department of the company is the preliminary examination and daily management department of the company's external guarantee, which is responsible for accepting and preliminary examining the guarantee applications submitted by all the guaranteed persons, as well as the daily management and continuous risk control of external guarantee.
Article 7 the external guarantee provided by the company must comply with the relevant provisions of the articles of association, and the guaranteed object shall at least meet the following requirements:
（1） It is an enterprise legal person legally established and existing, and there is no need to terminate;
（2） Good operating and financial conditions, stable cash flow and good development prospects, and strong solvency;
（3） Have assets that can be mortgaged (pledged) and have corresponding counter guarantee ability;
（4） If a guarantee has been provided, there shall be no case where the creditor requires the company to bear joint and several guarantee liability; （5） The materials provided are true, complete and effective;
（6） There are no other legal risks.
Article 8 on the basis of meeting the basic conditions of Article 7 above, the company can provide guarantee within the following scope:
（1） Shareholders of the company, controlling subsidiaries of shareholders and affiliated enterprises of shareholders;
（2） Holding subsidiaries of the company and other units with control relationship;
（3） Units with important business relations with the company;
（4） Units with potentially important business relations with the company.
When the company or holding subsidiary provides external guarantee to a third party, it must require the guaranteed to provide counter guarantee to the company or holding subsidiary, or the company or holding subsidiary has legal creditor's rights of no less than the amount of guaranteed creditor's rights, and the guaranteed has the ability to actually undertake counter guarantee. If the company provides guarantee for the holding subsidiary, it may not require the holding subsidiary to provide counter guarantee.
Article 9 the finance department shall be responsible for accepting the guarantee application for the proposed external guarantee of the company. The guaranteed shall submit the guarantee application and attachments to the finance department at least 30 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） The guarantor's description of the repayment plan and source of the guaranteed debt;
（6） Counter guarantee scheme
Article 10 when submitting the guarantee application, the guaranteed shall also attach relevant guarantee materials stamped with the official seal of the guaranteed and signed by the legal representative of the guaranteed, which are sufficient to prove its credit status, including but not limited to:
（1） Basic enterprise information of the guaranteed (business license, organization code certificate, loan card, copy of the articles of association, identity certificate of the legal representative, information reflecting the relationship with the company and other relationships, etc.);
（2） The guarantor's financial reports and the latest financial statements audited by a qualified accounting firm in the last three years;
（3） Analysis of the operation status and repayment ability of the guaranteed;
（4） The feasibility study report of the loan project under the guarantee and the approval of the competent department;
（5） The main contract of guarantee and the legal documents and materials related to the main contract;
（6） Description of no major litigation, arbitration or administrative punishment;
（7） Other important materials deemed necessary by the company.
When the guaranteed and the counter guarantor are different enterprises, the counter guarantor also needs to submit relevant credit materials in accordance with the requirements of this clause.
Article 11 before the company provides guarantee business, the finance department shall assign special personnel to review and verify the basic information provided by the guaranteed and counter guarantor, and fully investigate and verify the industry prospect, operation status, financial status, credit and reputation of the guaranteed together with other relevant departments, Fully analyze and carefully evaluate the financial status of the guaranteed and counter guarantor, the legitimacy of the guarantee, the interests and risks of the guarantee, and put forward a written report on whether to provide guarantee, which shall be submitted to the general manager of the company for approval and then submitted to the board of directors of the company.
Article 12 the Secretary of the board of directors shall timely review the compliance after receiving the relevant materials of the guarantee application sent by the person in charge of the finance department. After the guarantee application passes the compliance review, the approval procedures of the board of directors or the general meeting of shareholders shall be organized and performed in time in accordance with the articles of association and other provisions.
Chapter III Procedures for examination and approval of external guarantees
Article 13 the highest decision-making body of the company's external guarantee is the general meeting of shareholders. The board of directors has the decision-making power of external guarantee within the scope authorized by the articles of association, and manages and implements the external guarantee matters approved by the general meeting of shareholders.
Article 14 the board of directors shall, according to the relevant reports submitted by the general manager, review the financial status, industry prospect, business status and credit reputation of the guaranteed and counter guarantor, comprehensively analyze the interests and risks of the guarantee, and make resolutions on providing or not providing guarantee within the scope of approval authority.
Article 15 the board of directors has the right to decide on external guarantees that fail to meet the provisions of Article 17 of the system. For the guarantee matters within the authority of the board of directors, in addition to the approval of more than half of all directors, it must also be approved by more than two-thirds of the directors attending the meeting of the board of directors. If the related guarantee is involved, the related directors shall not exercise the voting right on the resolution, nor shall they exercise the voting right on behalf of other directors.
In case of any of the circumstances mentioned in Article 17, it shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
Article 16 all directors of the company shall prudently treat and strictly control the possible debt risk of external guarantee, and bear joint and several liabilities for the losses caused by violation or misconduct according to law. The independent directors of the company shall express independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to verify the company's accumulated and current external guarantee conditions when necessary. If any abnormality is found, it shall be reported to the board of directors in time. The cost of employing an accounting firm shall be borne by the company.
Article 17 external guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances (relevant indicators are calculated according to the caliber of the consolidated report):
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets of the listed company;
(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 company's guarantee amount 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 of the listed company;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by laws, administrative regulations, government rules or the articles of association. 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, and the voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. When the general meeting of shareholders makes a resolution on the guarantee in Item (III) above, it shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 18 the guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after the deliberation and approval of the board of directors and submitted to the general meeting of shareholders for deliberation. Where the company provides guarantee for shareholders holding less than 5% of the shares, the provisions of the preceding paragraph shall apply, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders.
Chapter IV conclusion of external guarantee contract
Article 19 the company shall conclude a written contract when providing guarantee to others. The guarantee contract must comply with the civil code and other relevant laws and regulations. Except for the standard guarantee contract issued by the bank, other forms of guarantee contracts must be reviewed and determined by the finance department in conjunction with the Secretary of the board of directors.
Article 20 the standard guarantee contract concluded shall strictly review all obligatory terms of the contract in combination with the credit status of the guaranteed, so as to avoid the risk that the company faces unilateral mandatory obligations or may cause unpredictable losses to the company.
Article 21 a guarantee contract shall at least include the following contents:
（1） Creditors and debtors;
（2） The type and amount of the secured principal creditor's rights;
（3） The time limit for the debtor to perform its obligations;
（4） The way of guarantee;
（5） Scope of guarantee;
（6） Guarantee period;
（7） Rights and obligations of both parties;
（8） Liability for breach of contract;
（9） Dispute resolution;
（10） Other matters deemed necessary to be agreed by all parties.
Article 22 the guarantee contract shall be signed by the company's legal representative or its authorized person in accordance with the resolution of the company's general meeting of shareholders or the board of directors. No one shall sign a guarantee contract on behalf of the company without the approval and authorization of the resolution of the general meeting of shareholders or the board of directors of the company.
Article 23 when the company accepts counter guarantee mortgage and counter guarantee pledge, the finance department and the Secretary of the board of directors are responsible for improving the relevant legal procedures, especially the registration procedures of mortgage or pledge in time.
Chapter V daily supervision and continuous risk control of external guarantee
Article 24 the finance department is the daily management department of the company's external guarantee, and is responsible for the unified registration and filing of the guarantee matters of the company and its holding subsidiaries.
Article 25 the finance department shall establish an external guarantee account to record in detail the guarantee object, the corresponding debts or matters, the guarantee amount, the guarantee starting date, the guarantee period, the articles and rights used for mortgage and pledge (if any) and other relevant matters.
Article 26 the guarantee contract and other important financial information shall be properly kept by the finance department in accordance with the internal management regulations of the company, and the guarantee matters shall be timely notified to the Secretary of the board of directors, who shall go through the information disclosure procedures in accordance with the regulations.
Article 27 the finance department shall strengthen the tracking and supervision of the guaranteed during the guarantee period, regularly analyze the financial status and solvency, understand the performance of the guarantee contract, and regularly report the implementation of external guarantee to the company's management and the board of directors. It mainly includes the following work:
（1） Actively understand the guarantor's operating conditions, financial conditions and changes in assets and liabilities;
（2） Timely understand and master the use and withdrawal of funds of the guaranteed;
（3） Regularly learn about the debt repayment from the guaranteed and creditors;
（4） Require the guaranteed to regularly provide recent or annual financial statements to analyze whether there is any change in the performance and solvency of the guaranteed;
（5） Collect the changes of the guaranteed's foreign business reputation.
The finance department shall pay timely attention to the situation of the guaranteed, continuously collect relevant information and establish the financial archives of the guaranteed for continuous risk control.
Article 28 If it is found that there is evidence to prove that the financial situation of the guaranteed has deteriorated during the guarantee period and has a significant adverse change to its debt repayment ability, it shall take necessary remedial measures in time and report to the company's management and the board of directors. If it is found that the creditor and the debtor are in malicious collusion, and there is a suspicion of transferring property to avoid debt, it shall be reported immediately, and the risk prevention work shall be done in coordination with the legal counsel; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Article 29 the finance department shall notify the guaranteed party to pay off the debt and follow-up work two months before the expiration of the external guarantee
Make. If the guaranteed fails to pay off its debts within the time limit, or the guaranteed goes bankrupt, dissolves, liquidates, or the creditor claims that the guarantor should bear the guarantee liability, the company shall immediately prepare to start the recovery procedure after verification, and report it to the company's management and the board of directors in time.
Article 30 if the company, as the guarantor, has two or more guarantors for the same debt and agrees to assume the guarantee liability according to the share, it shall refuse to assume the additional guarantee liability beyond that agreed by the company.
Article 31 after the people's court accepts the debtor's bankruptcy case, if the creditor fails to declare his creditor's rights, the finance department and other relevant departments shall request the company to participate in the distribution of bankruptcy property and make an advance payment
