Henan Qingshuiyuan Technology Co.Ltd(300437)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as “the company” or “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 guarantee law of the people’s Republic of China Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, regulatory requirements for capital exchanges and external guarantees of listed companies and other relevant laws and regulations This system is formulated in accordance with the relevant provisions of normative documents and Henan Qingshuiyuan Technology Co.Ltd(300437) 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 external guarantee of the holding subsidiaries.
Article 3 this system is applicable to the company and its holding subsidiaries. The external guarantee of the company’s holding subsidiaries shall be implemented by reference to this system. The holding subsidiary of the company shall report to the company for approval after properly performing its internal decision-making procedures.
Article 4 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the guarantee risk.
Article 5 the external guarantee of the company shall be subject to unified management. Without the approval of the board of directors or the general meeting of shareholders, no one has the right to sign contracts, agreements or other similar legal documents for external guarantee in the name of the company.
Article 6 the independent directors of the company shall report the current and cumulative external guarantees of the company in the annual report
Chapter II examination of external guarantee objects
Article 7 the company may provide guarantee for units with independent legal personality and one of the following conditions:
(I) mutual insurance units required by the company’s business;
(II) units with important business relations with the company;
(III) units with potentially important business relations with the company;
(IV) holding subsidiaries of the company and other units with control relationship.
The above units must have strong solvency and comply with the relevant provisions of this system.
Article 8 if the company considers that it is necessary to develop its business and cooperative relationship with the applicant guarantor who does not meet the conditions listed in Article 7 of the system and has low risk, it can provide guarantee according to the guarantee amount with the consent of more than two-thirds of the members of the board of directors or after the deliberation and approval of the general meeting of shareholders.
Article 9 before deciding to provide guarantee for others or submitting it to the shareholders’ meeting for voting, the board of directors of the company shall master the credit status of the debtor and fully analyze the interests and risks of the guarantee. If necessary, external professional institutions can be hired to assess the guarantee risk as the basis for the decision-making of the board of directors or the general meeting of shareholders.
Article 10 the information on the credit status of an applicant for a guarantor shall at least include the following contents:
(I) basic information of the enterprise, including business license, copy of articles of association, identity certificate of legal representative, relevant information reflecting the relationship with the company and other relationships, etc;
(II) guarantee application, including but not limited to guarantee method, term, amount, etc;
(III) audited financial reports and analysis of repayment ability in recent three years;
(IV) copies of the main contract related to the loan;
(V) conditions and relevant materials for applying for the guarantor to provide counter guarantee (except that the company provides guarantee for the holding subsidiary);
(VI) there is no potential and ongoing major litigation, arbitration or administrative punishment; (VII) other important information.
Article 11 the responsible person in charge of handling shall investigate and verify the operation and financial status, project status, credit status and industry prospect of the applicant guarantor according to the basic information provided by the applicant guarantor, report to the relevant departments for review according to the contract approval procedures, and submit the relevant information to the board of directors or the general meeting of shareholders for approval after being approved by the leader in charge and the general referee.
Article 12 the board of directors or the general meeting of shareholders of the company shall review and vote on the submitted materials, and record the voting results. No guarantee shall be provided for any of the following circumstances or insufficient information: (I) the investment of funds does not comply with national laws and regulations or national industrial policies;
(II) there are false records or false information provided in the financial and accounting documents in the last three years;
(III) the company has provided guarantee for it, and there have been overdue bank loans and interest arrears, which have not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;
(IV) the business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
(V) failing to implement the effective property used for counter guarantee (except that the company provides guarantee for the holding subsidiary);
(VI) other circumstances in which the board of Directors considers that the guarantee cannot be provided.
Article 13 the counter guarantee or other effective risk prevention measures provided by the applicant for guarantee must correspond to the amount of guarantee. If the property of the guarantor applying for the creation of a counter guarantee is prohibited from circulation or non transferable by laws and regulations, the guarantor shall refuse the guarantee.
Chapter III Procedures for examination and approval of external guarantees
Article 14 the external guarantee of the company, regardless of the amount, shall be submitted to the board of directors or the general meeting of shareholders for deliberation and approval, and no individual has the right to decide; All external guarantees that fail to meet the deliberation standards of the general meeting of shareholders shall be deliberated and approved by the board of directors.
Article 15 the following external guarantees of the company shall be deliberated by the board of directors and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by 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) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by relevant departments and the articles of association.
The external guarantee matters deliberated by the general meeting of shareholders must be deliberated and approved by the board of directors before they can be submitted to the general meeting of shareholders for deliberation. 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 paragraph 5 of paragraph 1 of this article, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
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.
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 1 to 4 of paragraph 1 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
The external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company must be disclosed in time on the website of the stock exchange and the media meeting the conditions specified by the CSRC. The contents of disclosure include the resolutions of the board of directors or the general meeting of shareholders, the total amount of external guarantees provided by the listed company and its holding subsidiaries as of the date of information disclosure, and the total amount of guarantees provided by the listed company to its holding subsidiaries.
Article 16 the independent directors of the company shall express their independent opinions when the board of Directors considers the external guarantee matters, and may employ an accounting firm to check the current and cumulative external guarantee of the company when necessary. If any abnormality is found, it shall be reported to the board of directors and regulatory authorities in time and announced.
Article 17 when providing external guarantee, the company must require the other party to provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity. Except for the guarantee provided by the company for the holding subsidiary.
When the company accepts counter guarantee mortgage and counter guarantee pledge, the financial department of the company and the legal department shall improve the relevant legal procedures, especially the mortgage or pledge registration procedures that need to be handled in time.
Article 18 the chairman of the company or other persons legally authorized shall sign the guarantee contract on behalf of the company in accordance with the resolutions 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 19 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 procedure.
Chapter IV administration of external guarantee
Article 20 after the company receives the guarantee application from the guaranteed party, the president of the company shall designate relevant departments to strictly review and evaluate the credit status of the guaranteed party, and submit relevant materials to the president’s office for approval before submitting them to the board of directors for deliberation.
Article 21 in the process of external guarantee, the main responsibilities of the company’s financial department are as follows:
(I) conduct credit investigation and evaluation on the guaranteed unit and go through the guarantee procedures.
(II) establish a reference account for external guarantee. It shall include the following contents:
1. Names of creditors and debtors;
2. Type and amount of guarantee;
3. The time limit for the debtor to perform its obligations;
4. Guarantee method.
(III) strengthen the tracking management during the guarantee period. We should always know the performance of the guarantee contract, including requiring the other party to regularly provide recent or annual financial statements and analyze whether there is any change in the debtor’s performance and solvency. (IV) timely urge the debtor to perform the contract.
(V) timely and truthfully provide all external guarantees of the company to the company’s internal audit institution in accordance with regulations. (VI) report other possible risks and take effective measures
After being examined and approved by the leaders, it shall be submitted to the board of directors and the board of supervisors of the company according to the situation.
Article 22 in the process of external guarantee, the main responsibilities of the legal department are as follows:
(I) be responsible for drafting or reviewing relevant contracts for external guarantee, and legally reviewing all documents related to guarantee;
(II) handle legal disputes related to external guarantee;
(III) after assuming the guarantee responsibility, the company shall be responsible for handling the recovery of the guaranteed unit;
(IV) cooperate with the financial department in the credit investigation and evaluation of the guaranteed unit;
(V) handle other matters related to guarantee.
Article 23 the company’s internal audit institution shall supervise and inspect the company’s external guarantee work.
Article 24 unless otherwise specified in this system, the company must conclude a written guarantee contract and counter guarantee contract for external guarantee. A guarantee contract and a counter guarantee contract shall meet the requirements of the civil code of the people’s Republic of China and other laws and regulations.
Article 25 the contract management department of the company shall properly manage the guarantee contract and relevant original materials, timely clean up and inspect them, regularly check with banks and other relevant institutions, ensure the integrity, accuracy and effectiveness of archived materials, and pay attention to the limitation period of guarantee.
In the process of contract management, any abnormal contract not approved by the deliberation procedures of the board of directors or the general meeting of shareholders shall be reported to the board of directors and the board of supervisors in time.
Article 26 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 is obliged to take effective measures to minimize the loss
Article 27 the company shall urge the guaranteed party to fulfill the debt repayment obligations within a limited time after the external guaranteed debts are due. If the guaranteed fails to perform his obligations on time, the company shall take necessary remedial measures in time, including starting the counter guarantee recovery procedure, and notify the Secretary of the board of directors, who shall immediately report to the board of directors of the company.
Article 28 after performing the guarantee obligation for the debtor, the company shall take effective measures to recover from the debtor. The handling department of the company shall notify the Secretary of the board of directors of the recovery at the same time, and the Secretary of the board of directors shall immediately report to the board of directors of the company.
Article 29 the company shall take necessary measures in time to effectively control risks when it finds evidence that the guaranteed has lost or may lose the ability to perform its debts; If it is found that creditors and debtors collude maliciously to damage the interests of the company, they shall immediately take measures such as requesting confirmation of the invalidity of the guarantee contract; If economic losses are caused due to the breach of contract by the guaranteed, it shall recover from the guaranteed in time.
Article 30 if the company, as a guarantor, has two or more guarantors for the same debt and agrees to bear the guarantee liability according to the share, it shall refuse to bear the additional guarantee liability beyond the share 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 person in charge, the financial department and the legal department shall request the company to participate in the distribution of bankruptcy property and exercise the right of recourse in advance. Article 32 the company shall urge the guaranteed party to perform its debt repayment obligations within a limited time after the maturity of the externally guaranteed debt. If the guaranteed fails to perform its obligations on time, the company shall take necessary remedial measures in time. Chapter V Information Disclosure of external guarantee
Article 33 the company shall conscientiously perform the obligation of information disclosure of external guarantees in accordance with the listing rules, the articles of association, the information disclosure management system and other relevant provisions.
Article 34 any department and responsible person involved in the company’s external guarantee shall be responsible for timely notifying the Secretary of the board of directors of the company of the external guarantee,
