External guarantee management system
Chapter I General Provisions
Article 1 in order to regulate the external guarantee behavior of Apt Medical Inc(688617) (hereinafter referred to as “the company”), effectively prevent the external guarantee risk of the company, protect the legitimate rights and interests of shareholders and other stakeholders, and promote the healthy and stable development of the company, Now, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantee of listed companies and other relevant laws This system is hereby formulated in accordance with the relevant provisions of administrative regulations, normative documents and Apt Medical Inc(688617) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 “external guarantee” mentioned in this system refers to the guarantee, mortgage, pledge and other forms of external guarantee provided by the company as a third party for other units or individuals, including the guarantee of the company to its subsidiaries.
Article 3 the types of guaranteed debts include but are not limited to applying for bank credit lines, bank loans, opening letters of credit, bank acceptance bills, bank guarantees, etc.
The term “total external guarantees of the company and its holding subsidiaries” refers to the sum of the total external guarantees of the company, including the guarantees provided by the company for the holding subsidiaries, and the total external guarantees of the holding subsidiaries of the company.
Article 4 the “holding subsidiary” mentioned in this system refers to the wholly-owned subsidiary invested and established by the company, the subsidiary with an equity ratio of more than 50% of the company and the joint-stock company with the actual control right of the company. The external guarantee of the company’s holding subsidiary shall be regarded as the act of the company, and its external guarantee shall be subject to this system. The holding subsidiary of the company shall report to the company for review and approval before the resolution is made by its board of directors or shareholders’ meeting, and the holding subsidiary shall timely record in the office of the board of directors of the company after the resolution is made by the board of directors or shareholders’ meeting.
Article 5 the external guarantee of the company is subject to unified management. Without the approval and authorization 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 directors and senior managers of the company shall carefully treat and strictly control the debt risks that may arise from the guarantee, and bear joint and several liabilities for the losses caused by illegal or improper external guarantee according to law. The controlling shareholder and other related parties shall not force the company to provide guarantee for others. The company’s external guarantee shall comply with the following provisions:
（1） The external guarantee of the company shall be reviewed and approved by more than two-thirds of the directors present at the board of directors and made a resolution, or approved by the general meeting of shareholders;
（2） If the company provides guarantee for the controlling shareholder, actual controller and their related parties, it shall have reasonable business logic. The controlling shareholder, actual controller and their related parties shall provide counter guarantee, and the provider of counter guarantee shall have actual bearing capacity; （3） The company must strictly comply with the relevant provisions of the listing rules and the articles of association, earnestly perform the obligation of information disclosure of external guarantees, and must truthfully provide all external guarantees to the certified public accountants in accordance with the provisions;
（4） 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 the above provisions, and express independent opinions. Article 7 the Finance Department of the company is the audit and daily management department of the company’s external guarantee, which is responsible for accepting and reviewing the guarantee applications submitted by all the guaranteed persons, as well as the daily management and continuous risk control of external guarantee; The office of the board of directors is the Department in charge of the company’s external guarantee compliance review and relevant information disclosure. It shall timely submit the external guarantee matters to the board of directors, organize and implement the approval procedures of the board of directors or the general meeting of shareholders and fulfill the relevant information disclosure obligations.
Chapter II Guarantee principle
Article 8 the company’s external guarantee shall follow the principles of legality, prudence, mutual benefit and safety, and strictly control the risks.
Article 9 the board of directors is the management organization of the company’s guarantee behavior. When the company’s external guarantee is submitted to the board of directors for deliberation, it shall be deliberated and agreed by more than two-thirds of the directors attending the meeting of the board of directors, and the guarantee matters exceeding the approval authority of the board of directors specified in the articles of association shall be reported to the general meeting of shareholders for approval.
Article 10 all directors of the company shall prudently 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 and other related parties shall not force the company to provide guarantee for others.
Article 11 in principle, the total amount of external guarantees provided by the company and its subsidiaries shall not exceed 50% of the net assets of the latest audited consolidated statements of the company. Any guarantee provided later shall be submitted to the general meeting of shareholders for deliberation.
Article 12 If the company’s external guaranteed debts need to be extended after maturity and continue to be guaranteed by it, it shall be used as a new external guarantee, and the guarantee approval procedures and information disclosure obligations need to be performed again.
Chapter III guarantee approval management
Article 13 the financial department of the company shall be responsible for the specific affairs of external guarantee. If necessary, it can be handled with the assistance of legal counsel hired by the company.
Article 14 the company shall strengthen the management of guarantee contracts. To guarantee for others, a written contract shall be concluded. The guarantee contract shall be properly kept in accordance with the company’s internal management regulations, and shall be timely notified to the board of supervisors and the Secretary of the board of directors.
Article 15 when the company provides external guarantee, when the guaranteed fails to perform the repayment obligation in time within 15 working days after the debt is due, or the guaranteed goes bankrupt, liquidates, or the creditor claims that the company performs the guarantee obligation, the handling department of the company shall know the debt repayment of the guaranteed in time, And prepare to start the counter guarantee recovery procedure after knowing it, and notify the Secretary of the board of directors, who shall immediately report to the board of directors of the company.
Article 16 if the guaranteed cannot perform the contract and the secured creditor claims to assume the guarantee liability to the company, the handling department of the company shall immediately start 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 17 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 18 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 19 the handling department of the company shall take effective measures according to other possible risks, put forward corresponding handling measures, and submit them to the board of directors and the board of supervisors of the company according to the situation.
Article 20 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.
Before deciding on external guarantee or submitting it to the shareholders’ meeting for voting, the board of directors of the company shall master the credit status of creditors and fully analyze the interests and risks of the guarantee. The information on the credit status of the guarantor shall include the following contents:
（1） Basic information of the enterprise (including but not limited to the industrial and commercial registration of the enterprise’s name, registered address, legal representative, business scope, and whether it has an association with the company);
（2） The main contract related to the loan and the data related to the main contract;
（3） Application for guarantee, including but not limited to guarantee method, term, amount, etc;
（4） Counter guarantee scheme and basic information;
（5） Recent audited financial report, source and plan of repayment funds, and analysis of repayment ability;
（6） Description of no major litigation, arbitration or administrative punishment;
（7） Other important materials deemed necessary by the company.
Article 21 if the company provides guarantee for the other party’s Bank loan, the other party shall submit an application and provide the following relevant materials:
The basic information, financial status, credit status and repayment ability of the guaranteed; Existing bank loans and guarantees of the guaranteed;
The amount, variety, term, purpose and expected economic effect of the bank loan guaranteed under this item; The source of repayment funds of bank loans guaranteed under this item;
Other matters related to loan guarantee that can affect whether the company provides guarantee or not. If the guarantee provided by the company for other debts involves asset evaluation, the relevant asset evaluation report shall be issued by the asset evaluation company with professional qualification. Other matters can be implemented with reference to the provisions of this article.
Article 22 the board of directors shall carefully review the application for guarantor according to relevant materials, and shall be responsible for the following circumstances:
（1） The investment of funds does not comply with national laws and regulations or national industrial policies;
（2） There are false records or false materials in the financial and accounting documents in the last three years; （3） 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; （4） The business condition has deteriorated, the reputation is bad, and there is no sign of improvement;
（5） Loss in the previous year or expected loss in the current year;
（6） Failing to implement the effective assets used for counter guarantee;
（7） Not in conformity with the provisions of this system;
（8） Other circumstances under which the board of Directors considers that the guarantee cannot be provided.
Article 23 the external guarantee that should be approved by the board of directors shall be examined and approved by more than two-thirds of the directors attending the meeting of the board of directors and a resolution shall be made.
If a director is related to the guarantee matters under consideration, the director shall withdraw from voting. If the number of unrelated directors attending the board of directors is less than 3, the guarantee shall be submitted to the general meeting of shareholders for deliberation.
Article 24 external guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors, and must be approved by more than half of the effective voting rights held by the shareholders attending the meeting.
Article 25 the highest decision-making body of the company’s external guarantee is the general meeting of shareholders. The board of directors exercises the decision-making power of external guarantee in accordance with the provisions of the articles of association on the approval authority of the board of directors for external guarantee. If the approval authority of the board of directors specified in the articles of association is exceeded, the board of directors shall put forward a plan and submit it to the general meeting of shareholders for approval. The board of directors shall organize, manage and implement the external guarantee matters approved by the general meeting of shareholders.
Article 26 external guarantees subject to the approval of the general meeting of shareholders include the following circumstances:
（1） The amount of a single guarantee exceeds 10% of the latest audited net assets;
（2） Any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
（3） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（4） According to the principle of cumulative calculation of guarantee amount for 12 consecutive months, any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 30% of the total assets audited in the latest period;
（5） Actual control over shareholders
