Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee behavior of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company"), protect the legitimate rights and interests of investors and ensure the financial safety of the company, strengthen the management of bank credit and guarantee of the company, and avoid and reduce business risks, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law"), guarantee law of the people's Republic of China (hereinafter referred to as "guarantee law"), property law of the people's Republic of China (hereinafter referred to as "property law"), contract law of the people's Republic of China, CSRC This system is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the Listing Rules of the science and Innovation Board), the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the "articles of association") and so on.
Article 2 the term "external guarantee" as mentioned in this system refers to the act that the company provides guarantee liability for the debts of other enterprises, economic organizations, state institutions, institutions and other debtors to the creditors in the identity and name of a third party. When the debtors fail to perform or cannot perform the due debts, the company shall perform the debt repayment obligations or bear the responsibility in accordance with the agreement. The external guarantee referred to in this system includes the guarantee of the company to its holding subsidiaries.
The total amount of external guarantees of the company and its holding subsidiaries referred to in this system refers to the sum of the total amount of external guarantees of the company, including the guarantee of the company to its holding subsidiaries, and the total amount of external guarantees of the company's holding subsidiaries.
The term "single item" as mentioned in this system refers to the amount of a single guaranteed asset or the cumulative amount of guarantee provided for an economic organization. The stock subsidiary alleged in this system refers to the company that holds more than 50% of its shares or can decide the composition of more than half of its board of directors, or can actually control through agreement or other arrangements.
The related parties referred to in this system refer to the related parties determined in accordance with the accounting standards for business enterprises - disclosure of related party relationships and transactions of the Ministry of finance.
Article 3 the forms of external guarantee of the company include guarantee, mortgage and pledge.
Article 4 all directors and senior managers of the company shall carefully treat and strictly control the debt risk arising from external guarantee, and bear joint and several liabilities for the losses arising from illegal or improper external guarantee according to law.
The controlling shareholder, actual controller and other related parties of the company shall not force the company to provide guarantee for others.
Article 5 Where a holding subsidiary of a company provides a guarantee to an entity outside the scope of the consolidated statements of a listed company, it shall be regarded as a listed company providing a guarantee, and the company shall implement it in accordance with the provisions of this system.
When it is proposed to establish or provide external guarantees, the directors and supervisors dispatched by the company shall strictly perform their supervision and management duties in accordance with the provisions of this system and prudently implement the external guarantees of subsidiaries.
Article 6 the company shall not provide guarantee for any natural person.
Chapter II management principles of the company's external guarantee
Article 7 the company's external guarantee shall follow the principles of prudence, safety, equality, voluntariness, fairness, good faith and mutual benefit.
No unit or individual may force the company to provide guarantee for others, and the company has the right to refuse any act of forcing it to provide guarantee for others.
Article 8 the external guarantee of the company shall be uniformly managed by the board of directors of the company; No functional department under the company or any individual director, supervisor or senior manager shall provide external guarantee or mutual guarantee, or entrust other external units or individuals to provide guarantee for them.
Article 9 the Finance Department of the company shall be specifically responsible for the acceptance and preliminary review of the company's external guarantee, and implement continuous control over the company's external guarantee, the guaranteed object and the daily management and continuous risk of external guarantee.
The Finance Department of the company is responsible for the preliminary examination of the feasibility and risk of the externally guaranteed property.
The Secretary of the board of directors is the person in charge of the compliance review and information disclosure of the company's external guarantee, and is responsible for organizing, arranging and coordinating the board of directors or the general meeting of shareholders to perform the review and approval procedures in accordance with the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors, and in accordance with the company law, the normative documents of the CSRC The relevant provisions of the Listing Rules of the science and innovation board and the measures for the administration of information disclosure of the company shall be disclosed in a timely manner.
Article 10 the external guarantee of the company must be deliberated by the board of directors or the general meeting of shareholders.
According to the articles of association and this system, the external guarantee that should be approved by the general meeting of shareholders must be reviewed and approved by the board of directors before it can be submitted to the general meeting of shareholders for approval. The company shall not provide external guarantees for matters that have not been deliberated and approved by the board of directors or the general meeting of shareholders.
Chapter III investigation and examination of external guarantee objects of the company
Article 11 the company may provide guarantee for units with legal personality and meeting the following conditions:
(I) it can provide sufficient counter guarantee to the company, and the provider of counter guarantee shall have actual bearing capacity;
(II) having actual or potential important business relationship with the company;
(III) the holding subsidiary of the company.
The above units must have strong solvency at the same time, and the asset liability ratio shall not exceed 70%. If the liability ratio of the guaranteed unit exceeds 70%, it shall be submitted to the general meeting of shareholders for deliberation.
Article 12 the finance department and the internal control department of the company shall be responsible for the external guarantee, according to the relevant laws, administrative regulations, normative documents and the provisions of this system, fully analyzing the credit status of the guaranteed, the benefits and risks of the guarantee, and reviewing them in turn, summarizing them and submitting them to the board of directors for deliberation.
Article 13 the information on the credit status of the guaranteed party mentioned in Article 11 of this system shall at least include but not limited to the following contents:
(I) basic information of the guaranteed party, including copies of business license and business qualification, license, certification, approval, filing certificate, etc., copies of articles of association or partner agreement, identity certificate of legal representative, relevant information reflecting the association and other relations with the company, etc. (the official seal of the providing unit shall be affixed);
(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) copy of the main contract related to the loan (with official seal);
(V) the conditions and relevant materials of the counter guarantee provided by the guaranteed party, and the draft of the guarantee contract;
(VI) there is no potential and ongoing major litigation, arbitration or administrative punishment;
(VII) there are no other major external guarantees and other contingent liabilities;
(VIII) other important information.
The above documents or materials must be sealed by the guaranteed party to confirm that they are consistent with the original.
Article 14 before deciding that the company intends to provide guarantee for others or before submitting it to the general meeting of shareholders for deliberation and voting, the board of directors shall carefully examine the financial status, industry prospect, operation status, solvency, capital credit and commercial reputation of the guaranteed according to the relevant information of the guaranteed. If the information provided by the guaranteed or the guaranteed is insufficient under any of the following circumstances, It shall not be guaranteed:
(I) it does not comply with the provisions of Article 11 of this system;
(II) the property right of the guaranteed is unknown, the transformation has not been completed or the establishment does not comply with national laws, regulations or national industrial policies;
(III) the investment of funds does not comply with national laws, regulations or national industrial policies;
(IV) the financial statements and other materials provided by the guaranteed have false records or provide false materials, with the intention of defrauding the company's guarantee;
(V) the company has provided guarantee for it, and its bank loan is overdue and interest is in arrears, which has not been repaid or effective treatment measures cannot be implemented by the time of this guarantee application;
(VI) the guaranteed has suffered losses for three consecutive years;
(VII) the business condition of the guaranteed has deteriorated, the reputation is bad, and there is no sign of improvement;
(VIII) the guaranteed fails to implement the effective property used for counter guarantee;
(IX) the asset liability ratio of the guaranteed exceeds 70% and has not been approved by the general meeting of shareholders of the company.
Article 15 the counter guarantee or other effective risk prevention measures provided by the guaranteed must correspond to the amount of guarantee. If the property created by the secured party as counter guarantee is prohibited from circulation or non transferable by laws and regulations, it shall refuse the guarantee.
Article 16 the examination department of the company shall conduct investigation and examination according to the above materials provided by the guaranteed to determine whether the materials are true, complete, legal and effective. The finance department is obliged to ensure the authenticity and legitimacy 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.
The finance department shall conduct in-depth and extensive investigation on the guaranteed object's solvency, business status and reputation through the deposit bank and business contact unit. If necessary, the company's audit department or an intermediary can audit or investigate it.
The Finance Department of the company can properly communicate and verify with the legal representative, directors, managers and other senior executives assigned to the guaranteed to ensure the authenticity, integrity, legitimacy and effectiveness of relevant materials and minimize the risk of external guarantee.
Article 17 the internal control department of the company's external guarantee shall form a written review opinion or report after assessing the risk of providing external guarantee, and send the review opinion or report to the Secretary of the board of directors together with the relevant materials provided by the guaranteed to the company and the investigation materials of the relevant departments of the company on the guaranteed, The Secretary of the board of directors shall conduct compliance review after receiving the written review opinions or reports and guarantee related materials from the finance department.
Article 18 the company's finance department or the Secretary of the board of directors may entrust a lawyer's office to review the company's external guarantees and relevant materials, assess legal risks and issue legal opinions when necessary.
Article 19 when it is considered feasible after passing the preliminary examination and the review of the Secretary of the board of directors, it can be reported to the general manager, the board of directors and the general meeting of shareholders for approval level by level according to its corresponding approval authority and procedures.
Article 20 if the board of directors deems it necessary, it may employ external financial or legal professional institutions to provide professional opinions on such external guarantee matters as the basis for the decision-making of the board of directors and the general meeting of shareholders.
Article 21 the approvers or institutions at all levels shall, based on the relevant information provided by the responsible person, analyze the financial status, industry prospect, business operation status, credit reputation, commercial risk and legal risk of the guaranteed, decide whether to give a guarantee or put forward review opinions or suggestions on whether to give a guarantee to the superior approval authority.
Article 22 without the approval or authorization of the general meeting of shareholders and the board of directors in accordance with the articles of association and relevant rules and regulations, no one of the company, including the legal representative, shall sign a guarantee contract in the name of the company or act as a guarantor in the main contract, sign on behalf of the company and affix the company's seal, It is not allowed to provide external guarantee in the name or assets of the company without authorization.
Article 23 Where the holding subsidiary of the company provides guarantee to the subject within the scope of the company's consolidated statements, it shall be approved by the board of directors or the general meeting 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 institutions of the company with the right to approve external guarantees before the board of directors and shareholders' meeting of the holding subsidiary express their opinions on relevant guarantees.
If the holding subsidiary of the company provides a guarantee to an entity outside the scope of the company's consolidated statements, it shall be regarded as a listed company providing a guarantee, and the company shall implement it in accordance with the provisions of this system.
Chapter IV review and conclusion of the company's external guarantee contract
Article 24 for external guarantee, the company must conclude a written guarantee contract.
The external guarantee contract must comply with relevant laws and regulations, with equal rights and obligations and clear legal responsibilities, and be reviewed by the company's financial department or legal counsel. The guarantee contract shall specify the following terms:
(I) creditors and debtors;
(II) the type and amount of the principal creditor's rights guaranteed;
(III) the time limit for the debtor to perform its obligations;
(IV) the scope, mode and period of guarantee, the scope of mortgage guarantee and the name, quantity, quality, condition, location, ownership or use right of the collateral, the scope of pledge guarantee and the name, quantity, quality and condition of the collateral;
(V) other matters that the company and the guaranteed consider necessary to be agreed.
Article 25 when a guarantee contract is concluded, the finance department, the Secretary of the board of directors, the company's legal department or the legal consultant employed must carefully examine the relevant contents of the guarantee contract. For the clauses that are obviously detrimental to the interests of the company and the clauses or agreements that may have unpredictable risks, the other party of the guarantee contract shall be required to modify or refuse to provide guarantee for the guaranteed.
Article 26 during the period of providing guarantee, if the company needs to modify the main terms such as the scope, responsibility and term of guarantee in the guarantee contract, it shall report for approval according to the approval authority of re signing the guarantee contract, and the legal department or legal adviser shall review the changes.
Article 27 for the guarantee items that must go through the guarantee registration procedures according to the law, the company's financial department must be responsible for going through the guarantee registration procedures with the relevant registration authority.
External guarantee transactions that need to be approved in accordance with the articles of association and the system shall be signed after being reviewed and approved by the board of directors or / and the general meeting of shareholders; If the foreign guarantee contract is signed or concluded in advance, it must be agreed with the conditions for approval and effectiveness.
Without the resolution of the general meeting of shareholders or the board of directors, directors, managers and branches of the company shall not sign guarantee contracts on behalf of the company without authorization.
Chapter V approval procedures of the company's external guarantee
Section I examination and approval of the general meeting of shareholders
Article 28 external guarantees that should be examined and approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for examination and approval after being deliberated and approved by the board of directors. External guarantees subject to the approval of the general meeting of shareholders include but are not limited to the following circumstances:
(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;
(II) any guarantee provided after the total amount of external guarantee of the company reaches or exceeds 30% of the total assets audited in the latest period;
(III) according to the principle of cumulative calculation of the guarantee amount for 12 consecutive months, the guarantee amount exceeds 30% of the company's total audited assets in the latest period
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds that of the most recent period
